**Exhibit 99.1**

 

DESCRIPTION OF COMMONSTOCKOF LOUISIANA-PACIFIC CORPORATION

 

GENERAL

 

Theauthorized capital stock of Louisiana-Pacific Corporation, a Delawarecorporation (“LP”), consists of 15,000,000 shares of Preferred Stock, $1 parvalue (“Preferred Stock”), and 200,000,000 shares of Common Stock, $1 par value(“Common Stock”).  All outstanding sharesof Common Stock are fully paid and nonassessable.  Holders of Common Stock have no preemptive orconversion rights and there are no redemption or sinking fund provisionsrelating to the Common Stock.  As noPreferred Stock is outstanding, there are no restrictions on repurchase orredemption of Common Stock as a result of arrearages in the payment ofdividends or sinking fund installments with respect to any class of stockissued by LP.  The holders of outstandingshares of Common Stock are entitled to one vote per share.  Voting for directors is not cumulative.  The Board of Directors of LP is divided intothree classes serving staggered three-year terms.

 

Subjectto the rights of any Preferred Stock which may be issued in the future, theholders of Common Stock are entitled to such dividends as the Board ofDirectors may declare out of assets legally available therefor, at such timesand in such amounts as the Board deems advisable, and to share pro rata in allassets of LP available for distribution to its stockholders upon liquidation.

 

BUSINESS COMBINATIONS

 

Article Eighthof LP’s Restated Certificate of Incorporation, relating to certain businesscombinations, provides that:

 

(a)           Atany time a person beneficially owns at least 20 percent of LP’soutstanding Common Stock, certain mergers or other transactions involving LP,including the issuance of voting securities of LP other than pursuant toemployee benefit plans, must be approved by holders of at least 75 percentof the outstanding Common Stock unless (i) such person acquired its CommonStock in a cash tender offer for all the outstanding Common Stock or has nointerest in such merger or other transaction other than solely as a holder ofCommon Stock, (ii) certain price requirements are met, or (iii) suchmerger or other transaction has been approved by at least two-thirds of theentire Board of Directors of LP;

 

(b)           Changesto LP’s bylaws must be approved by at least two-thirds of the entire Board ofDirectors of LP, or by the affirmative vote of holders of at least75 percent of the outstanding Common Stock;

 

(c)           Directorsmay only be removed for cause and only by the affirmative vote of holders of atleast 75 percent of the outstanding Common Stock; and

 

(d)           Anystockholder action must be taken at a meeting of stockholders (and not bywritten consent).

 

1

----

 

Article Eighth may be changed only by the affirmativevote of holders of at least 75 percent of the outstanding Common Stock.

 

PREFERRED STOCK

 

Theauthorized Preferred Stock may be issued in the future without any furtheraction by the holders of the Common Stock, except as provided in Article Eighthof LP’s Restated Certificate of Incorporation discussed above.  The Board of Directors is authorized todivide the Preferred Stock into series and, within the limitations provided bylaw and LP’s charter, to designate the different series and fix and determinethe relative rights and preferences of any series so established.  If Preferred Stock is issued, the rights ofthe holders of Common Stock will be subordinated in certain respects to therights of the holders of the Preferred Stock. In connection with the preferred share purchase rights described below,2,000,000 shares of Series A Junior Participating Preferred Stock havebeen reserved for issuance.

 

PREFERRED SHARE PURCHASE RIGHTS

 

On May 23,2008, the Board of Directors declared a dividend of one preferred sharepurchase right (a “Right”) for each outstanding share of Common Stock effectiveJune 6, 2008.  Each Right willentitle the registered holder to purchase from LP one share of Series AJunior Participating Cumulative Preferred Stock, par value $1.00 per share, ofLP (the “Preferred Shares”) at a price of $100 per one one-hundredth of aPreferred Share, subject to adjustment upon the occurrence of specifiedevents.  The terms of the Rights are setforth in a Rights Agreement (the “Rights Agreement”) between LP andComputershare Trust Company, N.A., as Rights Agent.  For a more detailed description of the termsof the Rights, reference is made to the description of the Rights set forth in Exhibit Bto the Rights Agreement included as Exhibit 4.1 to the Current Report on Form 8-Kfiled by LP with the Securities and Exchange Commission on May 23, 2008,which description is hereby incorporated by reference as if expressly set forthherein.

 

LP’sRestated Certificate of Incorporation and the Rights Agreement contain variousanti-dilution provisions affecting the Rights and the Preferred Shares.

 

TheRights have certain anti-takeover effects, but should not interfere with anymerger or other business combination approved by the Board of Directors at a timewhen the Rights are redeemable.  TheRights will cause substantial dilution to a person or group that attempts toacquire LP on terms not approved by the Board of Directors.

 

2

----