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
July 11, 1995
Date of Report (Date of Earliest Event Reported)
INTERNATIONAL PAPER COMPANY
(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
(State of (Commission (IRS Employer
Incorporation) File) Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
(Address of Principal executive offices)
914-397-1500
(Telephone No.)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
The Company announced 1995 second-quarter preliminary and
unaudited earnings of $316 million or $2.49 per common share
versus 1994 second-quarter earnings of $91 million or $0.73 per
common share. In addition, the Company increased the dividend to
$0.50 per common share and declared a two-for-one common share
stock split.
The Company also announced the issuance, through a private
placement, of its Convertible Junior Subordinated Deferrable
Interest Debentures Due 2025.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
N/A
(c) Exhibits:
(99) (a) Press release dated July 11, 1995, announcing
preliminary and unaudited earnings for the 1995 second-
quarter and common share dividends.
(99) (b) Press release dated July 11, 1995, announcing the
issuance, through a private placement, of the Company's
Convertible Junior Subordinated Deferrable Interest
Debentures Due 2025.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
Signature
---------
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 thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: July 11, 1995 /s/ SYVERT E. NERHEIM
Purchase, NY -----------------------------
Syvert E. Nerheim
Assistant Secretary
3
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
99(a) Press release dated July 11, 1995, announcing preliminary
and unaudited earnings for the 1995 second-quarter and
common share dividends.
99(b) Press release dated July 11, 1995, announcing the issuance,
through a private placement, of the Company's Convertible
Junior Subordinated Deferrable Interest Debentures Due 2025.
INTERNATIONAL [LOGO] PAPER 2 MANHATTANVILLE ROAD
PURCHASE, NY 10577-2196
News Release
Media Contacts: Analyst Contacts:
Carl Gagliardi Carol Tutundgy
(914) 397-1666 (914) 397-1632
Michelle Sawatka Maryanne Rupy
(914) 397-1652 (914) 397-1626
INTERNATIONAL PAPER REPORTS HIGHEST-EVER QUARTERLY
SALES AND PROFITS; ANNOUNCES HIGHER DIVIDEND AND STOCK SPLIT
July 11, 1995
PURCHASE, N.Y. -- International Paper today reported record second-quarter net
earnings of $316 million or $2.49 a share, a more than threefold increase over
1994 second-quarter net earnings of $91 million or $.73 a share, and raised its
quarterly dividend from $.42 per common share to $.50 a share. The
second-quarter performance was also a 28 percent increase over first-quarter
earnings of $246 million or $1.95 a share.
International Paper announced a two-for-one stock split, making the
dividend $.25 per common share after the split. The company also declared a $1 a
share dividend on its cumulative $4 preferred stock. Both were declared for the
period from July 1, 1995 to September 30, 1995 payable September 15, 1995 to
holders of record at the close of business on August 18, 1995.
Second-quarter sales were $5.1 billion, a 40 percent increase over
second-quarter 1994 sales of $3.6 billion and a 13 percent increase over
first-quarter 1995 sales of $4.5 billion. The second-quarter sales, earnings and
earnings-per-share amounts were a record for any quarter.
During the quarter, International Paper increased its interest in Carter
Holt Harvey Limited from 24 to just over 50 percent, acquiring control of the
New Zealand-based pulp and paper company. International Paper's second-quarter
results reflect the consolidation of Carter Holt Harvey beginning in May.
"The second-quarter earnings for International Paper show that the highly
favorable markets for this industry are continuing," said John A. Georges,
chairman and chief executive officer. "We're seeing continued strong demand in
essentially all of our paper and packaging product lines, and we expect it to
continue. International Paper's acquisition of Carter Holt Harvey, together
with our record growth in revenues so far this year, has transformed our sales
rate to the $21 billion-a-year level."
Printing papers earnings, including pulp, increased nearly 50 percent from
the previous quarter, led by strong price gains in U.S. and European operations.
Paper grades remained in tight supply.
Packaging earnings also continued to rise, increasing approximately 45
percent from the previous quarter, with industrial packaging showing the largest
gains. Sales and earnings of the distribution group were up slightly. Specialty
products earnings were an improvement from the previous quarter. Earnings from
forest products were lower than the previous quarter's, reflecting the weak
demand for wood products while housing starts are down. Wood products prices
have recovered in the last few weeks, Georges said, "but it's too early to tell
whether this represents a change in trend."
No action is necessary by the shareholders to receive the stock split.
International Paper, headquartered in Purchase, N.Y., is a worldwide
producer of printing papers, packaging and forest products. The company also
operates specialty businesses and a broadly based paper distribution network.
International Paper has manufacturing operations in 28 countries and exports its
products to more than 130 nations.
###
International Paper Company
Summary of Consolidated Earnings
Preliminary and Unaudited
(In millions except for net sales and per share data)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -------------------
1995 1994 1995 1994
------ ------ ------ ------
Net Sales (In Billions) $ 5.1 $ 3.6 $ 9.6 $ 7.0
------ ------ ------ ------
Earnings Before Interest,
Minority Interest, Income
Taxes and Cumulative Effect
of Accounting Change 692 239 1,202 450
Interest expense, net 138 86 242 163
------ ------ ------ ------
Earnings Before Minority
Interest, Income Taxes
and Cumulative Effect of
Accounting Change 554 153 960 287
Provision for income
taxes 195 50 341 93
Minority interest expense,
net of taxes 43 12 57 27
------ ------ ------ ------
Earnings Before Cumulative
Effect of Accounting Change 316 91(b) 562 167(c)
Cumulative effect of
change in accounting for
start up costs (75)(a)
------ ------ ------ ------
Net Earnings $ 316 $ 91(b) $ 562 92
====== ====== ====== ======
Earnings Per Common Share
Earnings Before Cumulative
Effect of Accounting
Change $ 2.49 $ 0.73(b) $ 4.44 $ 1.34(c)
Cumulative effect of
change in accounting for
start up costs (0.60)(a)
------ ------ ------ ------
Earnings Per Common Share $ 2.49 $ 0.73(b) $ 4.44 0.74
====== ====== ====== ======
Average Shares Outstanding 126.8 124.6 126.6 124.4
====== ====== ====== ======
(a) Effective January 1, 1994 a pre-tax charge of $125 million ($75 million
after taxes or $0.60 per share) was recorded as the cumulative effect of the
change in accounting for start up costs. The change in accounting for
start up costs also resulted in additional operating earnings for the full
year 1994 of $17 million ($10 million after taxes or $0.08 per share) for a
net after-tax impact of $65 million or $0.52 per share. Quarterly earnings
were restated to reflect the cumulative effect charge and the additional
current-year income.
(b) $87 million or $0.70 per share before $6 million ($4 million after taxes or
$0.03 per share) of additional earnings for the current-year effect of the
change in accounting for start up costs.
(c) $159 million or $1.28 per share before $13 million ($8 million after taxes
or $0.06 per share) of additional earnings for the current-year effect of
the change in accounting for start up costs.
INTERNATIONAL PAPER
SALES BY BUSINESS SEGMENT
Preliminary and Unaudited
(In Millions)
Three Months Six Months
Ended Ended
June 30, June 30,
---------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
Printing Papers $1,600 $1,035 $3,075 $1,990
Packaging 1,160 825 2,115 1,580
Distribution 1,290 820 2,485 1,620
Specialty Products 815 640 1,530 1,265
Forest Products 515 445 900 870
Less: Intersegment Sales (296) (132) (529) (278)
------ ------ ------ ------
$5,084 $3,633 $9,576 $7,047
====== ====== ====== ======
INTERNATIONAL [LOGO] PAPER 2 MANHATTANVILLE ROAD
PURCHASE, NY 10577-2196
News Release
Media Contacts Analyst Contacts
Carl Gagliardi Carol Tutundgy
(914) 397-1666 (914) 397-1632
Michelle Sawatka Maryanne Rupy
(914) 397-1652 (914) 397-1626
INTERNATIONAL PAPER ANNOUNCES $400 MILLION PRIVATE PLACEMENT
OF CONVERTIBLE PREFERRED SECURITIES
July 11, 1995
PURCHASE, N.Y. -- International Paper announced today that it plans to form
International Paper Capital Trust, a Delaware business trust, to offer
securities not registered or required to be registered under the Securities Act
of 1933.
The Trust proposes to offer up to 8 million convertible preferred
securities with a liquidation preference of $50 each, and to grant the initial
purchasers an option to purchase an additional 1.2 million convertible preferred
securities to cover over-allotments. International Paper will own all of the
common securities of the Trust. The securities will represent undivided
beneficial ownership interests in the Trust.
The assets of the Trust will consist solely of International Paper's
Convertible Junior Subordinated Deferrable Interest Debentures Due 2025. The
convertible preferred securities will be convertible at the option of the
holders thereof at any time into the common stock of International Paper.
The proceeds of the offering ultimately will be used by International
Paper to retire short-term indebtedness, including indebtedness incurred in
connection with the acquisition of shares of Carter Holt Harvey Limited, and for
other general corporate purposes.
The securities being offered have not been registered under the Securities
Act of 1933 and may not be offered or sold in the United States or to U.S.
persons absent registration or an applicable exemption from the registration
requirements.
###
