<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1996
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
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 OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
------------------------
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
with a copy to:
JAMES W. GUEDRY, ESQ.
ASSOCIATE GENERAL COUNSEL,
VICE PRESIDENT AND SECRETARY
INTERNATIONAL PAPER COMPANY
TWO MANHATTANVILLE ROAD
PURCHASE, NY 10577
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OR AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
Common Stock of
International Paper
Company (par value $1.00
per share)(2)............ 1 $ 1 $ 1 $ 1
</TABLE>
(1) Based upon the maximum number of shares of the Company's Common Stock
registered to the selling security holder(s) herein pursuant to Registration
No. 33-58099, which is incorporated herein by reference and previously
paid under said Registration No. 33-58099.
(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.
Prior to the occurrence of certain events, such Common Share Purchase Right
will not be exercisable or evidenced separately from the Company's Common
Stock. No separate consideration will be received for the Common Share
Purchase Rights.
Pursuant to Rule 429, the Prospectus included herein relates to 1,441,000
shares of Common Stock registered under Registration Statement No. 33-58099,
which, under Rule 416(b), covers the additional 1,441,000 shares represented by
a stock dividend of one share for each outstanding share that was payable
September 15, 1995. In the event any of such previously registered Common Stock
are offered prior to the effective date of this Registration Statement, the
number of such Common Stock will not be included in any Prospectus hereunder.
The amount of Common Stock being registered, together with the remaining Common
Stock registered under Registration Statement No. 33-58099, represents the
maximum amount of Common Stock which is expected to be offered for sale.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 1, 1996
PROSPECTUS
2,882,000 SHARES
INTERNATIONAL PAPER COMPANY
COMMON STOCK, $1.00 PAR VALUE
------------------------
The shares of Common Stock are being offered for the accounts of certain
securityholders (the 'Selling Securityholders') of International Paper Company
(the 'Company'). The Company will receive no proceeds from any sales of the
shares offered hereby.
------------------------
The Company's Common Stock is traded on the New York Stock Exchange. On
March 28, 1996 the reported closing price of the Common Stock on The New York
Stock Exchange Composite Tape was $39.125.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL , 1996.
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES, OR ANY OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................... 3
Incorporation of Certain Documents by Reference..... 3
International Paper Company......................... 3
Selling Securityholders............................. 5
Plan of Distribution................................ 6
Use of Proceeds..................................... 6
Description of Capital Stock........................ 6
Common Share Purchase Rights........................ 7
Legal Opinion....................................... 8
Experts............................................. 8
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States Securities Exchange Act of 1934 (the 'Exchange Act') and in accordance
therewith files, reports and other information with the Securities and Exchange
Commission (the 'Commission'). Reports, proxy statements, and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and 75 Park Place, New York, New York 10007.
Copies of such material may also be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Certain securities of the Company are listed on, and
reports, proxy statements and other information concerning the Company can be
inspected at the offices of, the New York Stock Exchange, 20 Broad Street, New
York, New York 10005. This Prospectus does not contain all information set forth
in the Registration Statement and Exhibits thereto which the Company has filed
with the Commission under the United States Securities Act of 1933, as amended
(the 'Act'), to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 1-3157) are incorporated in this Prospectus by
reference: (a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) the description of the Company's capital stock which is contained in the
Company's registration statement on Form 8-A, dated July 20, 1976, as amended,
and the Company's registration statement on Form S-3, filed January 8, 1992
(33-44855); and (c) registration statement on Form 8-A, dated April 17, 1987, as
amended December 14, 1989 (relating to the Common Share Purchase Rights), and
the related Current Report on Form 8-K, dated April 17, 1987.
All documents filed pursuant to Sections 13(a), 14, or 15(d) of the
Exchange Act by the Company subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities made by this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and to be a
part of this Prospectus from the date of filing of such document.
Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, or contained in
this Prospectus, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is 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 Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Such written or oral request should be directed to International
Paper Company, Two Manhattanville Road, Purchase, New York 10577, Attention:
Investor Relations Department (914) 397-1632.
INTERNATIONAL PAPER COMPANY
International Paper Company, a New York corporation incorporated in 1941 as
the successor to the New York corporation of the same name organized in 1898, is
a worldwide producer of printing and writing papers, paperboard and packaging
and wood products; and distributes paper and office supply products in both the
United States, Europe and the Pacific Rim. It also produces pulp, laminated
products, and specialty products, including photosensitive films and papers,
nonwovens, chemicals and minerals.
3
<PAGE>
In the United States, the Company operates 24 pulp and paper mills, 52
converting and packaging plants, 29 wood products facilities, 15 specialty
panels and laminated products plants and six nonwoven products facilities.
Production facilities in Europe, Asia, Latin America and Canada include 14 pulp
and paper mills, 30 converting and packaging plants, two wood products
facilities, four specialty panels and laminated products plants and four
nonwoven products facilities.
The Company distributes fine paper, printing and industrial products and
building materials, primarily manufactured by other companies, through over 300
distribution branches located primarily in the United States. In addition, the
Company produces photosensitive films and papers and photographic equipment
(three U.S. and six international locations) and specialty chemicals (seven
U.S. and three international locations), and engages in domestic oil and gas and
real estate activities.
Through its acquisition of Carter Holt Harvey, the Company, primarily in
New Zealand and Australia, operates seven mills producing pulp and paper,
packaging and tissue products, 32 converting and packaging facilities, 49 wood
products manufacturing and distribution facilities, and nine building products
plants. Carter Holt Harvey distributes paper and packaging products through 18
distribution branches located in New Zealand and Australia. In New Zealand,
Carter Holt Harvey controls approximately 800,000 acres of forestlands.
In January 1995, the Company acquired the assets of two Michigan-based
paper distributors, Carpenter Paper Company and Seaman-Patrick Paper Company. In
March 1994, the Company, through a subsidiary, acquired from Brierley
Investments Limited (Brierley) an additional 8 percent interest in Carter Holt
Harvey Limited (Carter Holt Harvey), a major New Zealand forest and paper
products company with substantial assets in Chile. The purchase increased the
Company's ownership of Carter Holt Harvey to 24 percent. In April 1995, the
Company acquired from Brierley their remaining 131.8 million shares of Carter
Holt Harvey for NZ$470 million (approximately $316 million). Further in April
1995, an additional 325.8 million Carter Holt Harvey shares were acquired by the
Company through a subsidiary in open-market purchases for NZ$3.80 per share
(approximately $834 million) bring the Company's total ownership in Carter Holt
Harvey to 50.2% on a fully diluted basis. Beginning May 1, 1995, Carter Holt
Harvey was consolidated in the financial statements of the Company. The Company
in September 1995, acquired Micarta, the high pressure laminates business of
Westinghouse located in Hampton, South Carolina and in October 1995, acquire the
ink and adhesives resin business of DSM located in Niort, France.
In July 1994, the Company, through a subsidiary, acquired certain assets of
Papelera Kif and Ogi Papel, distributors of printing papers in Juarez and
Chihuahua, Mexico. In December 1994, the Company completed a merger with Kirk
Paper Corporation, a paper distributor located in Downey, California using the
pooling-of-interests accounting method, and acquired additional stock of Zanders
Feinpapiere AG.
In April 1993, the Company acquired certain assets of the Los Angeles-based
Ingram Paper Company, a distributor of industrial and fine printing papers. In
December, J.B. Papers, Inc., a paper distribution company located in Union,
N.J., was purchased. Also in December, the assets of Monsanto Company's
Kentucky-based Fome-Cor division, a manufacturer of polystyrene foam products,
were acquired.
All of the 1995, 1994 and 1993 acquisitions, except the merger with Kirk
Paper Corporation, were accounted for using the purchase method.
From 1991 through 1995, International Paper's capital expenditures
approximated $6.2 billion, excluding mergers and acquisitions. These
expenditures reflect continuing efforts to improve product quality and
environmental performance, lower costs, expand production capacity, and acquire
and improve forestlands. Capital spending in 1995 was approximately $1.5
billion and is budgeted to be approximately $1.4 billion in 1996.
The Company, which owns a majority interest in IP Timberlands, Ltd., a
Texas limited partnership (IPT), controlled approximately 6.0 million acres of
forestlands in the United States at December 31, 1995. IPT was formed to succeed
to substantially all of International Paper's forest products business for the
period 1985 through 2035, unless earlier terminated. Through its subsidiary
Carter Holt Harvey, the Company controls approximately 800,000 acres of
forestlands in New Zealand.
In March 1996, IPT signed a contract to sell a 98% general partnership
interest in a subsidiary partnership owning all of IPT's Western region assets,
which includes approximately 300,000 acres of forestlands in Oregon and
Washington. IPT will retain a 1% limited partner's interest and a preferred
interest of approximately $135 million. IP Forest Resources Company, the
managing general partner of IPT will own another 1% interest.
In March 1996, the Company completed its announced merger with Federal
Paper Board Company.
The Company's corporate headquarters is located at Two Manhattanville Road,
Purchase, New York 10577, and its telephone number is (914) 397-1500.
4
<PAGE>
SELLING SECURITYHOLDERS
COMMON STOCK
The following table sets forth the number of shares of Common Stock of the
Company being offered hereby by each Selling Securityholder. Such shares
constituted all of the shares owned by each Selling Securityholder on March 28,
1996. No Selling Securityholder owns one percent or more of the outstanding
Common Stock and no Selling Securityholder has or has had within the past three
years any office, position or other material relationship with the Company. The
shares represent the consideration paid to the shareholders or donees of such
shareholders of Kirk Paper Corporation, Kirk Paper Arizona, Inc., Carpenter
Paper Company, Seaman-Patrick Holding Company and Seaman-Patrick Paper Company
in the respective merger and asset purchases of these corporations.
<TABLE>
<CAPTION>
NUMBER
SELLING SECURITYHOLDERS** OF SHARES
- --------------------------------------------------------------------- ---------
<S> <C>
W. and H. Close Living Trust dated September 15, 1975................ 1,544,655
W. and H. Close Charitable Remainder Annuity Trust dated January 31,
1996............................................................... 246,001
Roman Catholic Archbishop of Los Angeles, a corporation sole......... 52,630
Childrens' Hospital of Los Angeles, a non-profit public benefit
corporation........................................................ 2,630
Richard D. Akkashian, Trustee of the Richard D. Akkashian Trust, UAD
2/11/91............................................................ 21,586
George H. Ashley Trust, UAD 6/7/84, as amended....................... 94,558
William Cartwright................................................... 42,466
Raymond Fisher....................................................... 42,466
David M. LaMothe..................................................... 26,988
John Orlando......................................................... 23,178
James Reno........................................................... 377,704
F. Michael Starling, Trustee for Forrest M. Starling Trust, UAD
5/18/82, as amended................................................ 93,252
John F. Walsh, Trustee for John F. Walsh Living Trust dated
12/17/93........................................................... 122,166
W. John Wickett, Jr. Trustee for the W. John Wickett Trust UAD
11/21/84........................................................... 65,562
Seaman-Patrick Paper Company Employee Stock Ownership Plan No. 003... 24,864
Richard Hansknecht................................................... 24,864
Frank G. Geary....................................................... 24,864
James Holtsclaw...................................................... 1,970
James Fraher......................................................... 1,970
Randall Riemersma.................................................... 1,970
Steven DeKruyter.....................................................
Mark Holtsclaw.......................................................
---------
TOTAL........................................................... 2,882,000*
----------
----------
</TABLE>
- ---------------
* Adjusted for a two-for-one stock dividend, payable September 15, 1995.
** Selling Securityholders may include buyers, pledgees, donees, transferees
and other successors in interest to the named Securityholders.
5
<PAGE>
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the Selling Securityholders, or
by pledgees, donees, transferees or other successors in interest. Such sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The shares may be
sold by one or more of the following: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchase by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, broker-dealers engaged by the Selling
Securityholders may arrange for other broker-dealers to participate in the
resales.
In connection with distributions of the shares or otherwise, the Selling
Securityholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with Selling Securityholders. The Selling Securityholders may also sell
shares short and redeliver the shares to close out such short positions. The
Selling Securityholders may also enter into exchange traded listed option
transactions; the Selling Securityholders may also enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares registered hereunder, which the broker-dealer may resell or
otherwise transfer pursuant to this prospectus. The Selling Securityholders may
also loan or pledge the shares registered hereunder to a broker-dealer and the
broker-dealer may effect sales of the pledged shares pursuant to this
prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concesssions from Selling Securityholders in amounts
to be negotiated in connection with the sale. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Act"), in connection
with such sales and any such commission, discount or concession may be deemed to
be underwriting discounts or commissions under the Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus.
All costs, expenses and fees in connection with the registration of the
shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the shares will be borne by the Selling
Securityholders. The Selling Securityholders may agree to indemnify any
broker-dealer or agent that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the Act.
USE OF PROCEEDS
The Company will receive no proceeds from any sale of the securities being
offered hereby. The Company will bear all expenses of the offering except for
any brokerage, legal, accounting and other professional fees incurred by
individual Selling Securityholders. The expenses previously paid and to be paid
by the Company are estimated to be $63,680.59.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 400,000,000 shares
of Common Stock, 400,000 shares of $4 Preferred Stock and 8,750,000 shares of
Serial Preferred Stock. At February 29, 1996, 259,630,524 shares of Common Stock
and 15,780 shares of $4 Preferred Stock were issued and outstanding. The issued
and outstanding shares of Common Stock are fully paid and nonassessable.
Dividends on the Common Stock are, in effect, limited by the terms of the
Company's $4 Preferred Stock to the amount of the Company's retained earnings.
At December 31, 1995, the Company had available approximately $5.6 billion in
retained earnings for the payments of dividends. In addition, under the
Company's Restated Certificate of Incorporation, no dividends may be declared,
paid, or set aside for payment on the Common Stock unless full cumulative
dividends are paid on the Company's $4 Preferred Stock and any issued and
outstanding Serial Preferred Stock.
The holders of Common Stock are entitled to one vote per share and are not
entitled to any preemptive or preferential rights. Under certain circumstances
involving a failure by the Company to pay dividends on any issued and
outstanding Serial Preferred Stock, holders of Serial Preferred Stock may be
entitled to elect two directors to the Board of Directors of the Company.
In the event of liquidation or dissolution of the Company, the holders of
Common Stock are entitled to share pro rata in any balance remaining after
payment to the holders of the $4 Preferred Stock of $100 per share upon
involuntary liquidation and $105 per share upon voluntary liquidation.
The Company's Restated Certificate of Incorporation contains provisions
which: (1) divide the Board of Directors into three classes of as nearly equal
size as possible, with directors in each class being elected for terms of three
years; (2) require the affirmative vote of 80% of the outstanding shares of
voting stock to remove any director except for cause; (3) require the
affirmative vote of (a) 80% of the outstanding shares of voting stock and (b) a
majority of the voting stock not owned by an Interested Stockholder (an owner of
10% or more of voting power) to approve any Business Combination with an
Interested Stockholder unless (x) the Business Combination shall have been
approved by the Board of Directors at a time when Disinterested Directors (those
directors unaffiliated with an Interested Stockholder who were either on the
Board of Directors prior to the time the Interested Stockholder became an
Interested Stockholder or succeeded a Disinterested Director and were
recommended for a nomination or election by a majority of the Disinterested
Directors) constitute a majority of the entire Board of Directors or (y) in the
case of a Business Combination involving the payment of consideration to holders
of capital stock, certain conditions concerning the adequacy of the
consideration are met; (4) require the affirmative vote of 80% of the
outstanding shares of voting stock to amend or repeal those provisions of the
Company's Restated Certificate of Incorporation described in clauses (1) and (2)
above; and (5) require the
6
<PAGE>
affirmative vote of (x) 80% of the outstanding shares of voting stock and (y) a
majority of the voting stock not owned by an Interested Stockholder, to approve
any proposal made by such Interested Stockholder to amend or repeal those
provisions of the Company's Restated Certificate of Incorporation described in
clause (3) above, unless such proposal is recommended by the Board of Directors
at a time when Disinterested Directors constitute a majority of the entire Board
of Directors.
The overall effect of these provisions may be to deter or discourage
hostile takeover attempts by making it more difficult for a person who has
gained a substantial equity interest in the Company effectively to exercise
control.
COMMON SHARE PURCHASE RIGHTS
Each share of Common Stock offered hereby will be accompanied by one Common
Share Purchase Right (a 'Right'). Except as provided below, each Right entitles
the registered holder to purchase from the Company one share of Common Stock at
an exercise price of $77.50, subject to adjustment as provided below (the
'Purchase Price').
The Rights will be evidenced by the Common Stock certificates until the
earlier of (i) the tenth day after the commencement of, or first public
disclosure of an intention to commence, a tender or exchange offer by a person
or group other than the Company if, upon consummation of the offer, such person
or group has acquired beneficial ownership of 20% or more of the outstanding
Common Stock, or (ii) the tenth day after the first public announcement that an
Acquiring Person has acquired the beneficial ownership of 20% or more of the
shares of Common Stock (the earlier of such dates being called the 'Distribution
Date'). The Rights will be transferable with and only with the shares of Common
Stock until the Distribution Date. As soon as practicable following the
Distribution Date, separate Right Certificates will be mailed to holders of
record of shares of Common Stock as of the close of business on the Distribution
Date, and such separate Right Certificates alone will thereafter evidence the
Rights.
The Rights are not exercisable until the Distribution Date and will expire
on April 29, 1997 (the 'Final Expiration Date'), unless earlier redeemed by the
Company as provided below. Until a Right is exercised, the holder thereof will
have no additional rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends on shares of Common Stock
subject to the Rights.
In the event that, following the Distribution Date, the Company (i) engages
in a merger or other business combination transaction with a Principal Party in
which the shares of Common Stock are changed into, or exchanged for, stock or
other securities of any other person or cash or other property, or (ii) sells or
transfers 50% or more of its assets or earnings power to a Principal Party, each
holder of a Right (except as provided below) shall thereafter have the right to
receive, upon exercise thereof at the Purchase Price, Common Stock of such
Principal Party having a value of twice such Purchase Price. In the event that
(i) an Acquiring Person shall acquire beneficial ownership of 20% or more of the
shares of Common Stock outstanding, other than pursuant to an offer for all
outstanding shares of Common Stock which the Continuing Directors, as defined
below, determine to be in the best interest of the Company and its shareholders,
(ii) the Company merges with an Acquiring Person and the Company is the
surviving corporation and all shares of Common Stock remain outstanding and
unchanged, or (iii) an Acquiring Person engages in one or more 'self-dealing'
transactions with the Company, each holder of a Right will be entitled to
purchase, at the Purchase Price, (A) shares of Common Stock of the Company
having a value of twice the Purchase Price, or (B) in certain circumstances as
determined by the Continuing Directors, any combination of cash, property,
shares of Common Stock or other securities equal to twice the Purchase Price
(any of the events described in this paragraph being called 'Triggering
Events'). Any Rights that are or were at any time on or after the earlier of the
Distribution Date or the Stock Acquisition Date, beneficially owned by an
Acquiring Person will become null and void upon the occurrence of a Triggering
Event and any holder of any such Right will be unable to exercise such Right
after the occurrence of a Triggering Event.
At any time prior to the earlier of (i) the tenth day following the Stock
Acquisition Date or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem the Rights in whole, but not part, at a price of $.05 per
Right.
The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the
7
<PAGE>
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock, (ii) upon the grant to holders of Common Stock of certain
rights or warrants to subscribe for shares of Common Stock or convertible
securities at less than the current market price of the Common Stock, or (iii)
upon the distribution to holders of Common Stock of evidences of indebtedness,
securities, cash or assets (excluding regular periodic dividends) or of
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in the Purchase
Price.
The term 'Continuing Director' is defined in the Rights Agreement as any
member of the Board of Directors of the Company who was a member of the Board
prior to the Stock Acquisition Date, and any successor of a Continuing Director
who is recommended, or elected to succeed such Continuing Director, by a
majority of the Continuing Directors but shall not include an Acquiring Person
or a representative or nominee of an Acquiring Person.
The Rights have certain antitakeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors of the Company since the Rights may be redeemed by the
Company at a price of $.05 per Right prior to the time that a person or group
has acquired beneficial ownership of 20% or more of the outstanding Common
Stock.
The Rights Agreement dated as of April 14, 1987, as amended December 14,
1989, between the Company and Chemical Bank, as successor to Manufacturers
Hanover Trust Company, as Rights Agent, specifies the terms of the Rights. The
foregoing description of the Rights is qualified in its entirety by reference to
such Rights Agreement, which is an exhibit to the Company's registration
statement on Form 8-A, dated April 17, 1987, as amended, incorporated by
reference herein. Capitalized terms used herein and not otherwise defined shall
have the meaning assigned thereto in the Rights Agreement.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for the
Company by James W. Guedry, Esq., Associate General Counsel and Secretary of the
Company. Mr. Guedry owns no material or significant amount of the Company's
outstanding Common Stock. He participates in the International Paper Company
Stock Option Plan and in its Salaried Savings Plan, having an interest in a fund
under that plan which invests in the Company's Common Stock.
EXPERTS
The financial statements and schedules incorporated by reference in this
registration statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee....... $36,030.59*
Blue Sky fee and expenses........................... 5,000.00*
New York Stock Exchange listing fees................ 1,650.00*
Fees of certified public accountants................ 10,000.00**
Printing and engraving.............................. 10,000.00**
Miscellaneous expenses.............................. l,000.00**
----------
$63,680.59**
----------
----------
</TABLE>
- ------------------
* Previously paid under Registration Statement No. 33-58099.
** Estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 721 of the New York Business Corporation Law ('BCL') provides that,
in addition to the indemnification provided in Article 7 of the BCL, a
corporation may indemnify a director or officer by a provision contained in its
certificate of incorporation or bylaws, 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 BCL 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 interest of the corporation and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the BCL 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 the BCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claims 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 BCL specifies the manner in which payment of
indemnification under Section 722 of the BCL or indemnification permitted under
Section 721 of the BCL 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 BCL provides
that, upon application by a director or officer, indemnification may be awarded
by a court to the extent authorized under Sections 722 and 723. Section 725 of
the BCL contains certain other miscellaneous provisions affecting the
indemnification of directors and officers.
II-1
<PAGE>
Section 726 of the BCL 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 sections, (2)
directors and officers in instances in which they may be indemnified by a
corporation under such sections, and (3) directors and officers in instances in
which they may not otherwise be indemnified by a corporation under such
sections, 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 International
Paper Company 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
bylaw, agreement, vote of stockholders or otherwise.
Article IX of the Bylaws, as amended, of the Company 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 of 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 Company has purchased certain liability insurance for its officers and
directors as permitted by Section 727 of the BCL, has entered into indemnity
agreements with its directors and officers providing indemnification in addition
to that provided under the BCL, as permitted by Section 721 of the BCL.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------
<S> <C>
2(a) -- Agreement and Plan of Merger, dated as of December 28, 1994, as
amended, between the Selling Securityholders of Kirk Paper
Corporation and Kirk Paper Arizona, Inc. and International Paper
Company and IPK Acquisition Corp.*
(b) -- Amended and Restated Asset Purchase Agreement, dated as of December
1, 1994, between Carpenter Paper Company and International Paper
Company and International Paper-Carpenter Acquisition Corp.*
(c) -- Amended and Restated Asset Purchase Agreement, dated as of December
1, 1994, between Seaman-Patrick Holding Company and Seaman-Patrick
Paper Company and International Paper Company and IPS Acquisition
Corp.*
5 -- Opinion of James W. Guedry, Esq.
23(a) -- Consent of Arthur Andersen LLP.
(b) -- Consent of James W. Guedry, Esq. (included in Exhibit 5)
24 -- Power of Attorney.*
</TABLE>
- ------------------
* Previously filed under Registration Statement No. 33-58099.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, 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 said 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 said Act and
will be governed by the final adjudication of such issue.
II-3
<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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Purchase, and State of New York, on the 29th day
of March, 1996.
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 29th day of March, 1996, by
the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------- -----------------------------------------
<S> <C>
/s/ JOHN A. GEORGES Director, Chairman of the Board and Chief
- ----------------------------------- Executive Officer
(John A. Georges)
/s/ JOHN T. DILLON* Director and Executive Vice President
- -----------------------------------
(John T. Dillon)
Director and Executive Vice President
- -----------------------------------
(C. Wesley Smith)
/s/ WILLARD C. BUTCHER* Director
- -----------------------------------
(Willard C. Butcher)
- ----------------------------------- Director
(Robert J. Eaton)
/s/ STANLEY C. GAULT* Director
- -----------------------------------
(Stanley C. Gault)
/s/ THOMAS C. GRAHAM* Director
- -----------------------------------
(Thomas C. Graham)
Director
- -----------------------------------
(Arthur G. Hansen)
Director
- -----------------------------------
(John R. Kennedy)
/s/ DONALD F. MCHENRY* Director
- -----------------------------------
(Donald F. McHenry)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------- ------------------------------------------
<S> <C>
/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)
/s/ MARIANNE M. PARRS Senior Vice President and
- ----------------------------------- Chief Financial Officer
(Marianne M. Parrs)
/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-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------
<S> <C>
2(a) -- Agreement and Plan of Merger, dated as of December 28, 1994, as
amended, between the Selling Securityholders of Kirk Paper
Corporation and Kirk Paper Arizona, Inc. and International Paper
Company and IPK Acquisition Corp.*
(b) -- Amended and Restated Asset Purchase Agreement, dated as of December
1, 1994, between Carpenter Paper Company and International Paper
Company and International Paper-Carpenter Acquisition Corp.*
(c) -- Amended and Restated Asset Purchase Agreement, dated as of December
1, 1994, between Seaman-Patrick Holding Company and Seaman-Patrick
Paper Company and International Paper Company and IPS Acquisition
Corp.*
5 -- Opinion of James W. Guedry, Esq.
23(a) -- Consent of Arthur Andersen LLP.
(b) -- Consent of James W. Guedry, Esq. (included in Exhibit 5)
24 -- Power of Attorney.*
</TABLE>
- ------------
* Previously filed under Registration Statement No. 33-58099.
<PAGE>
EXHIBIT 5
INTERNATIONAL [LOGO] PAPER
JAMES W. GUEDRY TWO MANHATTANVILLE ROAD
SECRETARY AND PURCHASE NY 10577-2196
ASSOCIATE GENERAL COUNSEL PHONE 914 397 1532
FAX 914 397 1505
April 1, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: International Paper Company
Registration Statement on Form S-3
----------------------------------
Dear Sirs:
This opinion is furnished by me as counsel for International Paper Company,
a New York corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 filed this day by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the offering by the Company
of a maximum of 2,882,000 shares of Common Stock of the Company ($1.00 par
value)(1), together with a like number of Common Share Purchase Rights under
the Rights Agreement dated as of December 19, 1985, as amended, between the
Company and Chemical Mellon Shareholder Services L.L.C., as successor in
interest to Chemical Bank, N.A., which attach to such shares (the
"Securities") in connection with the offer and sale of Common Stock by various
selling security holders.
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 of the Company as in effect on the
date hereof; (b) records of the corporate proceedings of the Board of Directors
of the Company taken on October 11, 1994 and December 13, 1994; and (c) the
Registration Statement on Form S-3 of the Company relating to the Securities
filed herewith under the Securities Act of 1933, as amended.
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; and
- ----------------
(1) As adjusted for a two-for-one stock dividend on September 15, 1995.
<PAGE>
-2-
2. The Securities have been duly authorized by the Company and when
duly issues by the Company upon the terms and conditions set forth in the
Registration Statement, including the prospectus forming a part thereof
(the "Prospectus") and any amended Prospectus relating to the
Securities, the Securities will be validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the above-
mentioned Registration Statement and to the reference to me under the
caption "Legal Opinion" in the Prospectus.
Yours very truly,
/s/ James W. Guedry
JWC/mc
cc: Charles C. Leber
Branch Chief
Division of Corporate Finance
<PAGE>
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 13, 1996
included in International Paper Company's Form 10-K filed March 29, 1996 and to
all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, N.Y.
March 29, 1996
