<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1995
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTERNATIONAL PAPER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW YORK NO. 13-0872805
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
------------------------
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
INTERNATIONAL PAPER COMPANY
STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------
JAMES W. GUEDRY, ESQ.
SECRETARY AND ASSOCIATE GENERAL COUNSEL
INTERNATIONAL PAPER COMPANY
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
(NAME, ADDRESS AND TELEPHONE NUMBER,
OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
July 27, 1995
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(3)(4) PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock of International
Paper Company ($1.00 par value) ..... 5,000,000 $83.44(1) $417,200,000 $143,862.07
Common Share Purchase
Rights(2) ........................... (2) (2) (2) $100
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee, and
based upon the average of the high and low prices on July 24, 1995, as
reported in the consolidated reporting system.
(2) Each share of Common Stock offered pursuant to this Registration Statement
will be accompanied by one Common Share Purchase Right. The Common Share
Purchase Rights are also being registered by this Registration Statement.
The $100 Registration Fee paid with respect to the Common Share Purchase
Rights represents the minimum statutory fee pursuant to Section 6(b) of the
Securities Act of 1933.
(3) Pursuant to Rule 429, Registration Statement No. 33-28630, as it relates to
the balance of the Common Stock for the International Paper Company Stock
Option Plan, which is 292,672 shares of Common Stock, and all references
therein, is incorporated by reference into this Registration Statement upon
its effectiveness.
(4) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments, as provided in Paragraph 6
of the International Paper Company Long-Term Incentive Compensation Plan,
for any stock dividend, split-up, reclassification or other analogous
changes in capitalization or any distribution to holders of International
Paper Company stock.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS.
(5) -- Opinion of Counsel
(23) -- (a) Consent of Independent Public Accountants.
(b) Consent of Counsel (see Exhibit 5).
(24) -- Power of Attorney.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, International
Paper Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Purchase, State of New York, on the 27th day of
July, 1995.
INTERNATIONAL PAPER COMPANY
(Registrant)
By: /s/ JAMES W. GUEDRY
---------------------------------
James W. Guedry
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 27th day of July, 1995, by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------- --------------------------------------
<S> <C>
/s/ JOHN A. GEORGES Director and Chairman of the Board and
- -------------------------------------- Chief Executive Officer
John A. Georges
/s/ JOHN T. DILLON* Executive Vice President and Director
- --------------------------------------
John T. Dillon
/s/ WILLARD C. BUTCHER Director
- --------------------------------------
Willard C. Butcher
/s/ ROBERT J. EATON* Director
- --------------------------------------
Robert J. Eaton
/s/ STANLEY C. GAULT* Director
- --------------------------------------
Stanley C. Gault
/s/ THOMAS C. GRAHAM* Director
- --------------------------------------
Thomas C. Graham
/s/ ARTHUR G. HANSEN* Director
- --------------------------------------
Arthur G. Hansen
/s/ DONALD F. MCHENRY* Director
- --------------------------------------
Donald F. McHenry
/s/ PATRICK F. NOONAN* Director
- --------------------------------------
Patrick F. Noonan
/s/ JANE C. PFEIFFER* Director
- --------------------------------------
Jane C. Pfeiffer
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------- --------------------------------------
<S> <C>
/s/ EDMUND J. PRATT, JR.* Director
- --------------------------------------
Edmund J. Pratt, Jr.
/s/ CHARLES R. SHOEMATE Director
- --------------------------------------
Charles R. Shoemate
/s/ ROGER B. SMITH* Director
- --------------------------------------
Roger B. Smith
/s/ ROBERT C. BUTLER Senior Vice President and Chief
- -------------------------------------- Financial Officer
Robert C. Butler
/s/ ANDREW R. LESSIN Controller and Chief Accounting
- -------------------------------------- Officer
Andrew R. Lessin
By: /s/ JAMES W. GUEDRY
- --------------------------------------
*James W. Guedry
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ---------------------------------------------
<S> <C>
5 -- Opinion of Counsel
23 -- (a) Consent of Independent Public Accountants
(b) Consent of Counsel (see Exhibit 5)
24 -- Power of Attorney
</TABLE>
EXHIBIT 5
INTERNATIONAL [LOGO] PAPER
JAMES W. GUEDRY TWO MANHATTANVILLE ROAD
SECRETARY & PURCHASE NY 10577-2196
ASSOCIATE GENERAL COUNSEL PHONE 914 397 1532
FAX 914 397 1505
July 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Registration on Form S-8 relating to the
Registration of 5,000,000 shares of Common Stock for use under the
Current International Paper Company Long-Term Incentive
Compensation Plan - Stock Option Plan
------------------------------------------------------------------
Gentlemen:
This opinion is furnished by me as Associate General Counsel for
International Paper Company, a New York corporation (the "Company"), in
connection with the filing of a Registration Statement on Form S-8, to be filed
by the Company under the Securities Act of 1933, as amended (the "Act")
relating to the registration of 5,000,000 shares of common stock and common
stock purchase rights (the "Stock") for use under the Company's current
Long-Term Incentive Compensation Plan - Stock Option Plan (the "Plan").
I have examined and am familiar with originals or copies of such
documents, corporate records and other instruments as I have deemed necessary
or appropriate in connection with this opinion, including (a) the Restated
Certificate of Incorporation and By-Laws, as amended, of the Company as in
effect on the date hereof; and (b) records of the corporate proceedings of the
Board of Directors of the Company taken on December 13, 1988 and the meetings of
shareholders of the Company held on May 9, 1989 and May 10, 1994.
Based on the foregoing, I am of the opinion that:
(1) the Company has been duly incorporated and is a validly
existing corporation in good standing under the laws of the
State of New York.
Page 2
(2) the Stock has been duly authorized by the Company and, when
duly issued by the Company and paid for upon the terms and
conditions set forth in the Plan document sent to or given to
employees covered by the Plan, will be validly issued, fully
paid and nonassessable; and
(3) the Plan is not subject to the terms of the Employee
Retirement Income Security Act of 1974.
I hereby consent to filing of this opinion as Exhibit 5 to the
above-mentioned Registration Statement.
Yours very truly,
/s/ JAMES W. GUEDRY
James W. Guedry
JWG:oml
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 9, 1995,
included or incorporated by reference in the Company's Form 10-K for the year
ended December 31, 1994, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
New York, N.Y.
July 27, 1995
Exhibit 23(b)
CONSENT OF COUNSEL
(See Exhibit 5)
EXHIBIT 24
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned hereby constitutes
and appoints JAMES W. GUEDRY and JAMES P. MELICAN, and each of them (with full
power to each of them to act alone) their true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for them
on their behalf and in their name, place and stead, in any and all
capacities, to sign, execute and affix their seal thereto and file, on
behalf of International Paper Company, any and all Form S-8 Registration
Statements, under the Securities Act of 1933, as amended, together with any
and all amendments (including post-effective amendments) to such Form S-8
Registration Statements or on such other form or forms as prescribed by the
Securities and Exchange Commission, and to file the same, with all
exhibits and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in
order to effectuate the same, for all intents and purposes, and that the
undersigned hereby ratify and confirm all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Executed on the27th day of July, 1995 by the following persons in the
capacities indicated.
Name Title
- ---- -----
/s/ John T. Dillon Executive Vice
- ------------------------- President and Director
(John T. Dillon)
/s/ Willard C. Butcher Director
- -------------------------
(Willard C. Butcher)
/s/ Robert J. Eaton Director
- -------------------------
(Robert J. Eaton)
/s/ Stanley C. Gault Director
- -------------------------
(Stanley C. Gault)
/s/ Thomas C. Graham Director
- -------------------------
(Thomas C. Graham)
/s/ Arthur G. Hansen Director
- -------------------------
(Arthur G. Hansen)
/s/ Donald F. McHenry Director
- -------------------------
(Donald F. McHenry)
/s/ Patrick F. Noonan Director
- -------------------------
(Patrick F. Noonan)
Name Title
- ---- -----
/s/ Jane C. Pfeiffer Director
- -------------------------
(Jane C. Pfeiffer)
/s/ Edmund T. Pratt, Jr. Director
- -------------------------
(Edmund T. Pratt, Jr.)
/s/ Charles R. Shoemate Director
- -------------------------
(Charles R. Shoemate)
/s/ Roger B. Smith Director
- -------------------------
(Roger B. Smith)
