As filed with the Securities and Exchange Commission on March 12, 1996
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)
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 RETIREMENT SAVINGS PLAN FOR
SALARIED EMPLOYEES
FEDERAL PAPER BOARD COMPANY RETIREMENT SAVINGS PLAN FOR
NON-UNION HOURLY EMPLOYEES
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)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate
Securities to be Price Per Offering Amount of
to be Registered Share Price(2) Registrat-
Registered (1)(2) ion Fee(3)
Common 250,000 $36.5625 $9,140,625 $3,151.94
Stock, shares(4)
par value
$1.00 per
share
1. Estimated pursuant to Rule 457(c) and (h), on
the basis of the average of the high and low
prices of the Registrant's Common Stock as
quoted on the New York Stock Exchange Composite
Tape on March 6 , 1996, a date within five
business days prior to the date of filing of
this registration statement.
2. Estimated in accordance with Rule 457(c) and
(h) solely for purposes of calculating the
registration fee.
3. The registration fee has been calculated
pursuant to Section 6(b) of the Securities Act
of 1933.
4. Each share of the Registrant's Common Stock
being registered hereby initially includes an
associated Common Share Purchase Right of
Registrant. Prior to the occurrence of certain
events, such Common Share Purchase Rights will
not be exercisable or evidenced separately from
the Registrant's Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. 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 herein by reference.
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 6. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 7. 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 8. 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.
Each of the Federal Paper Board Company Savings and
Stock Ownership Plan for Salaried Employees and the
Federal Paper Board Company Savings and Stock Ownership
Plan for Non-Union Hourly Employees (collectively, the
"Plans") specifically provides that the Registrant, the
Board of Directors, the members of the Management
Development and Compensation Committee, and any officer,
employee or agent of the Registrant shall not incur any
liability individually or on behalf of any other
individuals or on behalf of the Registrant for any act or
failure to act, made in good faith in relation to the
Plans or the funds of the Plans. However, this
limitation shall not act to relieve any such individual
or the Registrant from a responsibility or liability for
any fiduciary responsibility, obligation or duty under
Part 4, Title I of ERISA. The members of the Management
Development and Compensation Committee, the Board of
Directors, and the officers, employees and agents of the
Registrant shall be indemnified against any and all
liabilities arising by reason of any act, or failure to
act, in relation to the Plans or the funds of the Plans,
including, without limitation, expenses reasonably
incurred in the defense of any claim relating to the
Plans or the funds of the Plans, except for actions or
failures to act made in bad faith. The foregoing
indemnification shall be from the funds of the Plans to
the extent of those funds and to the extent permitted
under applicable law; otherwise from the assets of the
Registrant.
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 9. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
ITEM 10. 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.
ITEM 11. 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
Registration Statement on Form S-8 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 Registration Statement No. on
Form S-8 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
Pursuant to the requirements of the Securities Act of
1933, the trustee of the Federal Paper Board Company
Retirement Savings Plan for Salaried Employees and the Federal
Paper Board Company Retirement Savings Plan for Non-Union
Hourly Employees, have duly caused this Registration Statement
on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania, on March 12, 1996.
VANGUARD FIDUCIARY TRUST COMPANY
By /s/ R. Gregory Barton
Name: R. Gregory Barton
Title: Vice President
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.
EXHIBIT 5.1
International Paper Company
Two Manhattanville Road
Purchase New York, 10577
March 12, 1996
International Paper Company
Two Manhattanville Road
Purchase, NY 10577
Gentlemen:
The following opinion is furnished by the undersigned in
connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by International Paper
Company, a New York corporation (the "Company") under the
Securities Act of 1933, as amended, relating to the issuance
of up to 250,00 shares of the Common Stock, par value $1.00
per share and accompanying Common Share Purchase Rights of the
Company (the "Shares"), in connection with the Company's
wholly-owned subsidiary, Federal Paper Board Company, Inc.'s
Retirement Savings Plan for Salaried Employees and Retirement
Savings Plan for Hourly Non-Union Employees (the "Plans").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records and
other documents, and have conducted such other investigations
of fact and law, as I have deemed necessary or advisable for
purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the
Shares have been duly authorized and, subject to the
Registration Statement becoming effective, when issued in
accordance with the terms of the Plans, the Shares will be
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the
Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ James W. Guedry
James W. Guedry
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the
incorporation by reference in the Registration Statement on
Form S-8 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
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned
hereby constitutes and appoints JAMES W. GUEDRY, their true
and lawful attorney-in-fact and agent, 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, relating to the registration
of common stock to be issued by International Paper Company
with respect to the stock option plans and employee benefit
plans assumed by International Paper Company pursuant to its
acquisition of Federal Paper Board Company, Inc., any and all
Form S-8 Registration Statement(s), under the Securities Act
of 1933, as amended, together with any and all amendments
(including post-effective amendments) to such Form S-8
Registration Statement(s), or on such other form or forms as
prescribed by the Securities and Exchange Commission relating
to the securities and any and all amendments thereto, and to
file the same, with all exhibits and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact 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 attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.
Executed on the 12th day of March, 1996 by the following
persons in the capacities indicated.
Name Title
/s/ John T. Dillon President, Chief Operating (John
T. Dillon) Officer and Director
/s/ C. Wesley Smith Executive Vice President
(C. Wesley Smith) and Director
/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)