0001145443-18-000137.txt : 20180213 0001145443-18-000137.hdr.sgml : 20180213 20180213150319 ACCESSION NUMBER: 0001145443-18-000137 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: MAML GROUP MEMBERS: MAMNA GROUP MEMBERS: MAMUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA-PACIFIC CORP CENTRAL INDEX KEY: 0000060519 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 930609074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11023 FILM NUMBER: 18602605 BUSINESS ADDRESS: STREET 1: 414 UNION STREET STREET 2: SUITE 2000 CITY: NASHVILLE STATE: TN ZIP: 37219-1711 BUSINESS PHONE: 6159865600 MAIL ADDRESS: STREET 1: 414 UNION STREET STREET 2: SUITE 2000 CITY: NASHVILLE STATE: TN ZIP: 37219-1711 FORMER COMPANY: FORMER CONFORMED NAME: LOUISIANA PACIFIC CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANULIFE FINANCIAL CORP CENTRAL INDEX KEY: 0001086888 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 889897526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 BUSINESS PHONE: 416-926-3000 MAIL ADDRESS: STREET 1: 200 BLOOR ST EAST, NT-10 CITY: TORONTO STATE: A6 ZIP: M4W1E5 SC 13G/A 1 louisiana3381361-sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 3) *


Louisiana-Pacific Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
546347105
(CUSIP Number)
 
December 31, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

          X   Rule 13d-1(b)
 

Rule 13d-1(c)

 

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9


CUSIP No. 546347105

1

NAME OF REPORTING PERSON

Manulife Financial Corporation
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
-0-
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
-0-
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
None, except through its indirect, wholly-owned subsidiaries, Manulife Asset Management (North America) Limited, Manulife Asset Management (US) LLC, and Manulife Asset Management Limited.
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
See line 9 above.
 
12 TYPE OF REPORTING PERSON*
 
HC
 

*SEE INSTRUCTIONS

Page 2 of 9


CUSIP No. 546347105

1

NAME OF REPORTING PERSON

Manulife Asset Management (North America) Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
170,785
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
170,785
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
170,785
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.12%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS

Page 3 of 9


CUSIP No. 546347105

1

NAME OF REPORTING PERSON

Manulife Asset Management (US) LLC
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
2,072,430
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
2,072,430
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
2,072,430
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
1.43%
 
12 TYPE OF REPORTING PERSON*
 
IA
 

*SEE INSTRUCTIONS

Page 4 of 9


CUSIP No. 546347105

1

NAME OF REPORTING PERSON

Manulife Asset Management Limited
                
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐		                
N/A
 
3 SEC USE ONLY
 
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada
  
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 5 SOLE VOTING POWER
                
174,049
 
6 SHARED VOTING POWER
  
-0-
 
7 SOLE DISPOSITIVE POWER
 
174,049
 
8 SHARED DISPOSITIVE POWER
 
-0-
 
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
174,049
 
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
N/A
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.12%
 
12 TYPE OF REPORTING PERSON*
 
FI
 

*SEE INSTRUCTIONS

Page 5 of 9


Item 1(a) Name of Issuer:
                         Louisiana-Pacific Corporation
 

Item 1(b)

Address of Issuer's Principal Executive Offices:
414 Union Street
Nashville, TN 37219

 

Item 2(a)

Name of Person Filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s indirect, wholly-owned subsidiaries, Manulife Asset Management (North America) Limited ("MAM (NA)"), Manulife Asset Management (US) LLC ("MAM (US)"), and Manulife Asset Management Limited (“MAML”).

 

Item 2(b)

Address of Principal Business Office:
The principal business offices of MFC, MAM (NA) and MAML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116.

 

Item 2(c)

Citizenship:
MFC, MAML and MAM (NA) are organized and exist under the laws of Canada.
MAM (US) is organized and exists under the laws of the State of Delaware.

 

Item 2(d)

Title of Class of Securities:
Common Stock

 

Item 2(e)

CUSIP Number:
546347105

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
MFC:        

(g) (X)   

a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

MAM (NA):

  

(e) (X)

an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

     
  MAM (US):   (e) (X) an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
         
  MAML:   (j) (X) a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 

                  

      

Item 4

Ownership:

 

(a) Amount Beneficially Owned: MAM (NA) has beneficial ownership of 170,785 shares of Common Stock, MAM (US) has beneficial ownership of 2,072,430 shares of Common Stock, and MAML has beneficial ownership of 174,049 shares of Common Stock. Through its parent-subsidiary relationship to MAM (NA), MAM (US), and MAML, MFC may be deemed to have beneficial ownership of these same shares.

 

(b) Percent of Class: Of the 144,873,463 shares outstanding as of November 6, 2017 according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 6, 2017, MAM (NA) held 0.12%, MAM (US) held 1.43%, and MAML held 0.12%

Page 6 of 9


 

(c) Number of shares as to which the person has:

     
 

     (i)

sole power to vote or to direct the vote:
MAM (NA), MAM (US), and MAML each has sole power to vote or to direct the voting of the shares of Common Stock beneficially owned by each of them.

     
                        

     (ii)

shared power to vote or to direct the vote: -0-

                   

     (iii)

sole power to dispose or to direct the disposition of:
MAM (NA), MAM (US), and MAML each has sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by each of them.

 

     (iv)       

shared power to dispose or to direct the disposition of: -0-

 

Item 5

Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
See Items 3 and 4 above.

 

Item 8

Identification and Classification of Members of the Group:
Not applicable.

 

Item 9

Notice of Dissolution of Group:
Not applicable.

 

Item 10

Certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, and (ii) the foreign regulatory schemes applicable to MAML, are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The undersigned also undertakes to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Manulife Financial Corporation

 
  By: /s/ Tiffany Palmer
  Name:      Tiffany Palmer

Dated: February 7, 2018

 Title: Agent*
     
  Manulife Asset Management (North America) Limited
   
  By: /s/ Warren Rudick
  Name:  Warren Rudick

Dated: February 8, 2018

 Title: General Counsel and Secretary
     
  Manulife Asset Management (US) LLC
   
  By: /s/ Paul Donahue
  Name:      Paul Donahue

Dated: February 1, 2018

 Title: Chief Compliance Officer
     

Manulife Asset Management Limited

 
  By: /s/ Warren Rudick
  Name: Warren Rudick

Dated: February 8, 2018

 Title: General Counsel and Secretary

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 8 of 9

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (North America) Limited, Manulife Asset Management (US) LLC and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No.3) to which this Agreement is attached, relating to the Common Stock of Louisiana-Pacific Corporation, is filed on behalf of each of them.

Manulife Financial Corporation

 
  By: /s/ Tiffany Palmer
  Name:      Tiffany Palmer

Dated: February 7, 2018

 Title: Agent*
     
  Manulife Asset Management (North America) Limited
   
  By: /s/ Warren Rudick
  Name:  Warren Rudick

Dated: February 8, 2018

 Title: General Counsel and Secretary
     
  Manulife Asset Management (US) LLC
   
  By: /s/ Paul Donahue
  Name:  Paul Donahue

Dated: February 1, 2018

 Title: Chief Compliance Officer
     

Manulife Asset Management Limited

 
  By: /s/ Warren Rudick
  Name: Warren Rudick

Dated: February 8, 2018

 Title: General Counsel and Secretary

* Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F-NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.

Page 9 of 9