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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 8, 1996
FEDERAL PAPER BOARD COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA
(State or Other Jurisdiction of Incorporation)
1-3838 22-0904830
(Commission File Number) (IRS Employer Identification Number)
75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645
(Address of Principal Executive Offices) (Zip Code)
(201) 391-1776
(Registrant's Telephone Number, including Area Code)
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INFORMATION INCLUDED IN THIS REPORT
Item 5. OTHER EVENTS.
On March 8, 1996, Federal Paper Board Company, Inc. (the
"Registrant") issued a press release relating to the proposed merger (the
"Merger") between the Registrant and a wholly owned subsidiary ("Merger Sub") of
International Paper Company ("International Paper") pursuant to the Restated and
Amended Agreement and Plan of Merger, dated as of November 6, 1995 and amended
as of February 8, 1996, among the Registrant, International Paper and Merger Sub
(the "Merger Agreement"). The Registrant announced, among other things, (a)
that, subject to approval of the Merger Agreement by its shareholders and to the
satisfaction or waiver of the other conditions to closing, the Registrant
currently expects to consummate the Merger on Tuesday, March 12, 1996, (b) the
expected dates of certain events related to the Merger and (c) the expected
number of shares of International Paper common stock constituting the stock
consideration to be paid in the Merger.
A copy of the press release issued by the Registrant on March
8, 1996 is attached hereto as Exhibit 99.1 and is hereby incorporated by
reference in its entirety.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
NOT APPLICABLE.
(b) Pro Forma Financial Information.
NOT APPLICABLE.
(c) Exhibits.
99.1 Press Release issued by Federal Paper Board
Company, Inc. on March 8, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEDERAL PAPER BOARD COMPANY, INC.
Date: March 8, 1996 By: /s/ Quentin J. Kennedy
-----------------------------------
Name: Quentin J. Kennedy
Title: Director, Executive Vice President,
Treasurer and Secretary
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INDEX TO EXHIBITS
<TABLE>
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Exhibit
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99.1 Press Release issued by Federal Paper Board Company, Inc. on
March 8, 1996
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EXHIBIT 99.1
[FEDERAL PAPER BOARD COMPANY, INC. LETTERHEAD]
FOR: FEDERAL PAPER BOARD COMPANY, INC.
CONTACT
Quentin J. Kennedy
Executive Vice President
Federal Paper Board Company, Inc.
(201) 391-1776
FOR IMMEDIATE RELEASE
Friday, March 8, 1996
MONTVALE, New Jersey (March 8, 1996) -- Federal Paper Board Company, Inc. (NYSE:
FBO) announced today that, subject to approval of the merger agreement (the
"Merger Agreement") by shareholders of Federal Paper Board and to the
satisfaction or waiver of the other conditions to closing, Federal Paper Board
currently expects to consummate the merger (the "Merger") between Federal Paper
Board and a wholly owned subsidiary of International Paper Company (NYSE: IP),
on Tuesday, March 12, 1996, the date of the Special Meeting of Federal Paper
Board shareholders called to consider a proposal to approve the Merger
Agreement. Pursuant to the Merger, Federal Paper Board will become a wholly
owned subsidiary of International Paper and each Federal Paper Board shareholder
will be entitled, with respect to each share of Federal Paper Board common stock
held by such holder, to elect to receive $55.00 in cash or International Paper
common stock valued at approximately $55.00, or to indicate that such holder has
no preference as to the form of consideration to be received in the Merger,
subject to the limitations and allocation procedures set forth in the Merger
Agreement. The shareholder election to receive cash or International Paper
common stock will be subject to adjustment so that, in the aggregate,
approximately 49 percent of the Federal Paper Board common stock will be
exchanged for cash.
If the Merger is consummated on March 12, 1996, as expected,
the election deadline for Federal Paper Board shareholders to elect the form of
consideration they wish to receive in the Merger will be 5:00 p.m., New York
City time, on Monday, March 11, 1996. In addition, the valuation period for
determining the number of shares of common stock of International Paper
constituting the stock consideration to be paid in the Merger would have begun
on Thursday, February 8, 1996 and would have ended yesterday, March 7, 1996.
Such stock consideration would be 1.454 shares of International Paper common
stock per share of Federal Paper Board common stock.
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Shareholders of record of Federal Paper Board common stock at
the close of business on February 7, 1996 will be entitled to vote at the
Special Meeting. A Proxy Statement/Prospectus dated February 9, 1996 and a Form
of Election to enable such record holders to elect the form of consideration to
be received by such record holders in the Merger was previously mailed to such
record holders.
Additional copies of the Form of Election and the Proxy
Statement/Prospectus are available to any shareholder upon request to MacKenzie
Partners, Inc., the Information Agent, at the following address: MacKenzie
Partners, Inc., 156 Fifth Avenue, New York, New York 10010; or call collect
(212-929-5500) or toll-free (800-322-2885). The Form of Election and Proxy
Statement/Prospectus will be delivered by overnight mail.
The Form of Election, together with all other required
documents, must be returned to Chemical Mellon Shareholder Services, L.L.C., the
Exchange Agent, prior to the election deadline (which is currently expected to
be March 11, 1996). The Form of Election contains instructions for returning
such documents by mail, by overnight delivery, by hand and by facsimile
transmission.
Shareholders of Federal Paper Board who became holders of
common stock following February 7, 1996 (the record date) are urged to call
MacKenzie Partners to request a Form of Election and Proxy Statement/Prospectus
as soon as possible.
Federal Paper Board stated that no assurances can be given
that the shareholders of Federal Paper Board will approve the Merger Agreement
or that all other conditions to consummation of the Merger will be satisfied or
waived on or prior to March 12, 1996.
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