As filed with the Securities and Exchange Commission on March 12, 1996
Registration No. 333-843
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL PAPER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-0872805
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FEDERAL PAPER BOARD COMPANY, INC. 1989 KEY EMPLOYEES
STOCK OPTION PLAN
FEDERAL PAPER BOARD COMPANY, INC. 1992 KEY EMPLOYEES
STOCK OPTION PLAN
FEDERAL PAPER BOARD COMPANY, INC. 1992 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
JAMES W. GUEDRY, ESQ.
VICE PRESIDENT AND SECRETARY
INTERNATIONAL PAPER COMPANY
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
This Post-Effective Amendment No. 1 to Registration No.
333-843 on Form S-4 covers shares of the Registrant's
Common Stock (including associated Common Share Purchase
Rights) originally registered on the Registration
Statement on Form S-4 to which this is an amendment. The
registration fees in respect of such shares of Common
Stock were paid at the time of the original filing of the
Registration Statement on Form S-4 relating thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities
and Exchange Commission (the "Commission") by the
registrant, International Paper Company, a New York
corporation (the "Registrant"), pursuant to the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this
registration statement.
1. The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994;
2. The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995,
June 30, 1995 and Form 10-Q for the quarter
ended September 30, 1995, as amended by Form
10-Q/A filed on November 16, 1993;
3. The Registrant's Current Reports on Form 8-K
filed January 10, 1995, March 6, 1995,
April 11, 1995, April 21, 1995, July 11, 1995,
August 30, 1995, November 13, 1995, December 5,
1995, February 2, 1996, February 15, 1996, and
March 8, 1996;
4. The Registrant's registration statement on Form
8-A, dated April 17, 1987, as amended
December 14, 1989 (relating to the Rights (as
defined therein)), and the related Current
Report on Form 8-K, filed April 17, 1987; and
5. The description of the Registrant's capital
stock which is contained in the Registrant's
registration statement on Form 8-A, dated July
20, 1976, as amended.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to
the extent that a statement contained herein or in any
other subsequently filed document which also is
incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 2. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering
of the shares of Common Stock registered hereby have been
passed upon by James W. Guedry, Vice President and
Secretary of the Registrant. Mr. Guedry does not own a
material or significant amount of the outstanding shares
of Common Stock. He participates in the Registrant's
Stock Option Plan and in its Salaried Savings Plan,
having an interest in a fund under that plan which
invests in the Registrant's Common Stock.
ITEM 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law
("NYBCL") provides that, in addition to indemnification
provided in Article 7 of the NYBCL, a corporation may
indemnify a director or the officer by a provision
contained in this certificate of incorporation or by-laws
or by a duly authorized resolution of its shareholders or
directors or by agreement, provided that no
indemnification may be made to or on behalf of any
director or officer if a judgment or other final
adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and
material to the cause of action, or that such director or
officer personally gained in fact a financial profit or
other advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a
corporation may indemnify a director or officer made, or
threatened to be made, a party to any action other than a
derivative action, whether civil or criminal, against
judgments, fines, amounts paid in settlement and
reasonable expenses actually and necessarily incurred as
a result of such action, if such director or officer
acted, in good faith, for a purpose which he reasonably
believed to be in, or not opposed to, the best interests
of the corporation and, in criminal actions or
proceedings, in addition, has no reasonable cause to
believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a
corporation may indemnify a director or officer, made or
threatened to be made a party in a derivative action,
against amounts paid in settlement and reasonable
expenses actually and necessarily incurred by him in
connection with the defense or settlement of such action
or in connection with an appeal therein if such director
or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no
indemnification will be available under Section 722(c) of
the NYBCL in respect of a threatened or pending action
which is settled or otherwise disposed of or any claim as
to which such director or officer shall have been
adjudged liable to the corporation, unless and only to
the extent that the court in which the action was
brought, or, if no action was brought, any court of
competent jurisdiction, determines, upon application,
that, in view of all the circumstances of the case, the
director or officer is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and
expenses as the court deems proper.
Section 723 of the NYBCL specifies the manner in
which payment of indemnification under Section 722 of the
NYBCL or indemnification permitted under Section 721 of
the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the
corporation. It provides that indemnification by a
corporation is mandatory in any case in which the
director or officer has been successful, whether on the
merits or otherwise, in defending an action. In the
event that the director or officer has not been
successful or the action is settled, indemnification must
be authorized by the appropriate corporate action as set
forth in Section 723.
Section 724 of the NYBCL provides that, upon
application by a director or officer, indemnification may
be awarded by a court to the extent authorized under
Section 722 and 723 of the NYBCL contains certain other
miscellaneous provisions affecting the indemnification of
directors and officers.
Section 726 of the NYBCL authorizes the purchase and
maintenance of insurance to indemnify (1) a corporation
for any obligation which it incurs as a result of the
indemnification of directors and officers under the above
section, (2) directors and officers in instances in which
they may be indemnified by a corporation under such
section, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a
corporation under such section, provided the contract of
insurance covering such directors and officers provides,
in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and
for co-insurance.
Article VII of the Restated Certificate of
Incorporation of the Registrant provides in part as
follows:
"Each Director of the Corporation shall be
indemnified by the Corporation against expenses
actually and necessarily incurred by him in
connection with the defense of any action, suit
or proceeding in which he is made a party by
reason of his being or having been a Director
of the Corporation, except in relation to
matters as to which he shall be adjudged in
such action, suit or proceeding to be liable
for negligence or misconduct in the performance
of his duties as such Director, provided that
such right of indemnification shall not be
deemed exclusive of any other rights to which a
Director of the Corporation may be entitled,
under any by-law, agreement, vote of
stockholders or otherwise."
Article IX of the By-laws, as amended, of the
Registrant provides as follows:
"The Corporation shall indemnify each Officer or
Director who is made, or threatened to be made, a
party to any action by reason of the fact that he or
she is or was an Officer or Director of the
Corporation, or is or was serving at the request of
the Corporation in any capacity for the Corporation
or any other enterprise, to the fullest extent
permitted by applicable law. The Corporation may,
so far as permitted by law, enter into an agreement
to indemnify and advance expenses to any Officer or
Director who is made, or threatened to be made, a
party to any such action."
The Registrant has purchased certain liability
insurance for its officers and directors as permitted by
Section 727 of the NYBCL and has entered into indemnity
agreements with its directors and certain officers
providing indemnification in addition to that provided
under the NYBCL as permitted by Section 721 of the NYBCL.
The Federal Paper Board Company, Inc. 1992 Stock
Option Plan for Non-Employee Directors (the "Directors
Plan") specifically provides that no member of the Board
of Directors shall be liable for anything done or omitted
to be done by such member or by any other member of the
Board of Directors in connection with the Directors Plan,
except as may expressly be provided by statute. The
Federal Paper Board Company, Inc. 1992 Key Employees
Stock Option Plan (the "1992 Key Employees Plan")
provides that no member of the Board of Directors or of
the Management Development and Compensation Committee
shall be liable for any action or determination made in
good faith with respect to the 1992 Key Employees Plan or
any options or stock appreciation rights granted under
it. The Federal Paper Board Company, Inc. 1989 Key
Employees Stock Option Plan (the "1989 Key Employees
Plan") provides that no member of the Board of Directors
or of the Management Development and Compensation
Committee shall be liable for any action or determination
made in good faith with respect to the 1989 Key Employees
Plan or any options or stock appreciation rights granted
under it.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such
indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 6. EXHIBITS.
5.1 Opinion of James W. Guedry, Vice President and
Secretary of the Registrant, regarding the
legality of the securities being registered.*
23.1 Consent of Arthur Andersen L.L.P., independent
accountant.
23.2 Consent of James W. Guedry (included in Exhibit
5.1).*
24.1 Power of Attorney*.
* Previously filed.
ITEM 7. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective
date of the registration statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represents a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3 or Form S-8 and the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant has duly caused this
Post Effective Amendment No. 1 to Registration Statement
No. 333-843 on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City
of Purchase, State of New York, on March 12 , 1996.
INTERNATIONAL PAPER COMPANY
By: /S/ JAMES W. GUEDRY
James W. Guedry
Secretary
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Post Effective Amendment No. 1
to Registration Statement No. 333-843 on Form S-4 has
been signed below on March 12, 1996, by the following
persons in the capacities indicated.
NAME TITLE
/S/ JOHN A. GEORGES Chairman of the
John A. Georges Board, Chief
Executive Officer
and Director
(Principal
Executive Officer)
/S/ JOHN T. DILLON* President and Director
John T. Dillon
/S/ C. WESLEY SMITH* Executive Vice President
C. Wesley Smith and Director
/S/ MARIANNE M. PARRS Senior Vice
Marianne M. Parrs President and
Chief Financial Officer
(Principal Financial Officer)
/S/ ANDREW R. LESSIN Controller and Chief
Andrew R. Lessin Accounting Officer
(Principal
Accounting
Officer)
/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
/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
*By /S/ JAMES W. GUEDRY
James W. Guedry, Attorney-in-Fact
EXHIBIT INDEX
Exhibit Description of Exhibit Page
No. No.
5.1 Opinion of James W. Guedry, Vice
President and Secretary of the
Registrant, regarding the legality of
the securities being registered.*
23.1 Consent of Arthur Andersen L.L.P.,
independent accountant.
23.2 Consent of James W. Guedry (included in
Exhibit 5.1).*
24.1 Power of Attorney.*
* Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the
incorporation by reference in the Post-Effective Amendment
No.l to Form S-4 Registration Statement (333-00843) on Form
S-8 Registration Statement of our reports dated February 9,
1995 in International Paper Company's Form 10-K for the year
ended December 31, 1994 and our report dated February 13, 1996
included on Form 8-K filed March 8, 1996 and to all references
to our Firm included in that Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
March 12, 1996
