<PAGE>
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
August 30, 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
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(Address of Principal executive offices)
914-397-1500
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(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
N/A
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
2
INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
The following unaudited pro forma condensed consolidated statements of
earnings for the six months ended June 30, 1995 and the year ended
December 31, 1994 and the related pro forma adjustments described in
the accompanying footnotes, present the combined results of the
continuing operations of the Company and Carter Holt Harvey, Ltd.;
Carpenter Paper Company; Seaman-Patrick Holding Company; MICARTA, a
division of Westinghouse; Papetries de Lana; and the inks and adhesive
resins business of DSM.
The acquisition of 26.5% of Carter Holt Harvey, Ltd. (CHH) common stock
was completed on April 20, 1995, thereby increasing the Company's total
ownership in CHH to 50.3% (50.2% on a fully diluted basis). CHH was
accounted for under the equity method in the Company's historical
financial statements until May 1, 1995, at which time the Company began
consolidating CHH's financial statements. CHH is consolidated for all
periods in the accompanying pro forma statements of earnings.
The assets of Carpenter Paper Company and Seaman-Patrick Holding Company were
acquired on January 31, 1995 in exchange for International Paper common stock.
The common stock of Papetries de Lana was acquired on July 6, 1995. The
acquisitions of MICARTA and DSM are probable and are expected to be completed
during the third quarter of 1995.
A pro forma balance sheet as of June 30, 1995 has not been prepared as
the majority of acquisitions are included in the Company's June 30, 1995
consolidated balance sheet.
The pro forma statements of earnings are prepared as if the transactions
occurred as of the beginning of each respective period. The pro forma
adjustments are based on available information, estimated purchase price
allocations and certain assumptions that the Company believes are
reasonable. There can be no assurance that the assumptions and
estimates will be realized. The pro forma statements of earnings do not
purport to represent the Company's actual results of operations if the
transactions described above would have occurred at the beginning of the
respective periods. In addition, they are not indicative of future
results.
The pro forma statements of earnings should be read in conjunction with
the Company's historical financial statements and related notes thereto.
3
INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
SIX MONTHS ENDED JUNE 30, 1995
(In Millions Except Per Share Data)
UNAUDITED
<TABLE>
<CAPTION>
International Acquired Pro Forma
Paper Businesses Pro Forma Condensed
(Historical) (Historical) Adjustments(a) Consolidated
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
NET SALES $9,576 $765 $ - $10,341
------ ---- ---- -------
COSTS AND EXPENSES
Cost of products sold 6,756 438 19 (b) 7,213
Depreciation and amortization 498 37 5 (c) 540
Distribution expenses 384 27 (1)(d) 410
Selling and administrative
expenses 650 122 - 772
Taxes other than payroll
and income taxes 86 2 - 88
------ ---- ---- -------
Total Costs and Expenses 8,374 626 23 9,023
------ ---- ---- -------
EARNINGS BEFORE INTEREST, INCOME
TAXES AND MINORITY INTEREST 1,202 139 (23) 1,318
Interest expense, net 242 22 30 (f) 294
------ ---- ---- -------
EARNINGS BEFORE INCOME TAXES AND
MINORITY INTEREST 960 117 (53) 1,024
Provision for income taxes 341 21 (21)(g) 341
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EARNINGS BEFORE MINORITY INTEREST 619 96 (32) 683
Minority interest expense, net
of taxes 57 - 47 (h) 104
------ ---- ---- -------
EARNINGS BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE $ 562 $ 96 $(79) $ 579
====== ==== ==== =======
EARNINGS PER COMMON SHARE BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 4.44 $ - $ - $ 4.57
====== ==== ==== =======
AVERAGE SHARES OF COMMON
STOCK OUTSTANDING 126.6 - - 126.6
====== ==== ==== =======
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Statements of
Earnings.
4
INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1994
(In Millions Except Per Share Data)
UNAUDITED
<TABLE>
<CAPTION>
International Acquired Pro Forma
Paper Businesses Pro Forma Condensed
(Historical) (Historical) Adjustments(a) Consolidated
------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
NET SALES $14,966 $1,935 $ - $16,901
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COSTS AND EXPENSES
Cost of products sold 11,092 1,120 44 (b) 12,256
Depreciation and amortization 885 90 10 (c) 985
Distribution expenses 692 71 (1)(d) 762
Selling and administrative
expenses 1,082 356 (2)(e) 1,436
Taxes other than payroll
and income taxes 151 4 - 155
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Total Costs and Expenses 13,902 1,641 51 15,594
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EARNINGS BEFORE INTEREST, INCOME
TAXES AND MINORITY INTEREST 1,064 294 (51) 1,307
Interest expense, net 349 56 87 (f) 492
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EARNINGS BEFORE INCOME TAXES AND
MINORITY INTEREST 715 238 (138) 815
Provision for income taxes 236 65 (54)(g) 247
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EARNINGS BEFORE MINORITY INTEREST 479 173 (84) 568
Minority interest expense,
net of taxes 47 2 85 (h) 134
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EARNINGS BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE $ 432 $ 171 $(169) $ 434
======= ====== ===== =======
EARNINGS PER COMMON SHARE BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 3.46 $ - $ - $ 3.46
======= ====== ===== =======
AVERAGE SHARES OF COMMON
STOCK OUTSTANDING 124.9 - 0.5 (i) 125.4
======= ====== ===== =======
</TABLE>
See accompanying Notes to Pro Forma Condensed Consolidated Statements of
Earnings.
5
INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES
NOTES TO
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(a) The unaudited pro forma condensed consolidated statements of earnings
adjust the historical Company amounts to reflect the acquisition and / or
probable acquisition of various businesses accounted for under the
purchase method. The acquired businesses are Carter Holt Harvey, Ltd.;
the assets of Carpenter Paper Company and Seaman-Patrick Holding Company;
MICARTA, a division of Westinghouse; Papetries de Lana; and the inks and
adhesive resins business of DSM.
(b) The elimination of earnings for acquired businesses previously accounted
for under the equity method.
(c) The pro forma adjustments include the increase in depreciation and
goodwill amortization expense resulting from the purchase adjustments
related to the acquired businesses. Depreciation expense is computed
under the straight-line method over lives ranging from 6 to 40 years.
Goodwill is amortized over 40 years.
(d) The estimated reduction in costs resulting from the closure of certain
distribution facilities of an acquired business. Costs include employee
salaries and benefits and rental costs.
(e) The reduction in selling and administrative expenses resulting from
purchase adjustments related to the restructuring of certain acquired
businesses.
(f) Interest expense on acquisition related debt.
(g) Deferred taxes on the pro forma adjustments.
(h) Minority interest in the acquired businesses.
(i) Additional shares issued in conjunction with the acquired businesses.
6
(c) Exhibits:
(12) Computation of Ratio of Earnings to Fixed Charges
ITEM 8. CHANGES IN FISCAL YEAR
N/A
Signature
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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: August 30, 1995 /s/ SYVERT E. NERHEIM
Purchase, NY ----------------------------
Syvert E. Nerheim
Assistant Secretary
7
<TABLE>
<CAPTION>
(Exhibit 12)
INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Millions)
(Unaudited)
Six Months Ended
For the Years Ended December 31, June 30,
------------------------------------------------ ----------------
TITLE 1990 1991 1992 1993 1994 1994 1995
----- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
A) Earnings before income taxes, minority
interest, extraordinary item and
accounting changes $988.0 $693.0 $226.0 $538.0 $715.0 $287.0 $960.0
B) Less: Minority interest expense, net of taxes (33.0) (42.0) (15.0) (36.0) (47.0) (27.0) (57.0)
C) Add: Fixed charges excluding
capitalized interest 336.2 380.3 325.3 365.3 412.3 189.9 279.0
D) Add: Amortization of previously
capitalized interest 8.6 9.9 9.9 12.2 12.8 6.2 6.5
E) Less: Equity in undistributed
earnings of affiliates (9.4) (10.8) (19.1) (25.9) (49.1) (23.7) (45.2)
-------- -------- ------ ------ -------- ------ --------
F) Earnings before income taxes, minority
interest, extraordinary item,
accounting changes and fixed charges $1,290.4 $1,030.4 $527.1 $853.6 $1,044.0 $432.4 $1,143.3
-------- -------- ------ ------ -------- ------ --------
Fixed Charges
G) Interest and amortization of debt expense $309.5 $351.1 $297.1 $334.5 $371.0 $171.8 $260.7
H) Interest factor attributable to rentals 26.7 29.2 28.2 30.8 41.3 18.1 18.3
I) Capitalized interest 26.3 36.4 42.0 12.2 18.0 5.7 17.1
-------- -------- ------ ------ -------- ------ --------
J) Total fixed charges $362.5 $416.7 $367.3 $377.5 $430.3 $195.6 $296.1
======== ======== ====== ====== ======== ====== ========
K) Ratio of earnings to fixed charges 3.56 2.47 1.44 2.26 2.43 2.21 3.86
======== ======== ====== ====== ======== ====== ========
</TABLE>
