SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
February 13, 1996
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Date of Report (Date of Earliest Event Reported)
INTERNATIONAL PAPER COMPANY
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(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
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(State of (Commission (IRS Employer
Incorporation) File) Identification
Number)
Two Manhattanville Road, Purchase, NY 10577
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(Address of Principal executive offices)
914-397-1500
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(Telephone No.)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
N/A
ITEM 5. OTHER EVENTS
On February 13, 1996, International Paper Company (the "Registrant")
issued a press release relating to certain matters including the
previously announced acquisition of Federal Paper Board Company, Inc.
("Federal"), its plans to restructure some businesses to improve
profitability, the progress of major expansion projects and the sale of
Western forestlands. A copy of the press release is filed herewith as an
exhibit and incorporated by reference herein.
Certain of the matters discussed in the press release are forward
looking statements that involve risks and uncertainties, including such
risks and uncertainties as are generally described in registration
statements, reports and other documents filed by the Registrant from
time to time with the Securities and Exchange Commission pursuant to the
Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended. Specific reference is made to the risks and uncertainties
described in the Registration Statement on Form S-4 (Registration No.
333-843) filed by the Registrant in connection with its planned
acquisition of Federal, and, in particular, to the risk factor entitled
"Uncertainties in Integrating Operations and Achieving Cost Savings." In
addition, achieving the anticipated savings is generally subject to the
Registrant's ability to effectively implement the necessary steps, in
light of economic and market conditions as they may exist in the future,
as well as any actions which may be taken by competitors of the
Registrant.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
N/A
2
(c) Exhibits:
(99) Press release, dated February 13, 1996, announcing the expected
completion of the Federal Paper Board Company, Inc. merger; a pre-tax
charge to earnings to strengthen existing businesses; and that the
Registrant is on schedule to complete the sale of forestlands in
Oregon and Washington.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
(Registrant)
Date: February 15, 1996 /s/ SYVERT E. NERHEIM
Purchase, NY ----------------------------
Syvert E. Nerheim
Assistant Secretary
3
Exhibit 99
INTERNATIONAL [LOGO] PAPER
2 MANHATTANVILLE ROAD
PURCHASE, NY 10577-2196
News Release
Media Contacts: Analyst Contacts:
Phil Giaramita Carol Tutundgy
(914) 397-1665 (914) 397-1632
Carl Gagliardi Maryanne Rupy
(914) 397-1666 (914) 397-1626
Molly Sullivan Brian Turcotte
(914) 397-1652 (914) 397-1623
INTERNATIONAL PAPER EXPECTS TO COMPLETE FEDERAL PAPER BOARD
MERGER ON MARCH 12; WILL RESTRUCTURE SOME BUSINESSES TO
IMPROVE PROFITABILITY; ANNOUNCES PROGRESS OF MAJOR EXPANSION
PROJECTS AND ON SALE OF TIMBERLANDS
February 13, 1996
PURCHASE, N.Y. -- International Paper said today that it expects to complete its
merger with Federal Paper Board on March 12, following a meeting of Federal
Paper Board shareholders earlier that day.
The merger, valued at about $3.5 billion, will add two world class
manufacturing facilities in Riegelwood, N.C., and Augusta, Ga., to International
Paper, together with 700,000 acres of plantation timberland and a facility in
the United Kingdom that is a leading supplier of uncoated free sheet. As a
result of the synergies of the merger, International Paper expects to generate
an annual increase to incremental savings of $100 million per year.
International Paper also said it will be taking a series of actions to
strengthen existing businesses, which will require a pre-tax charge to first
quarter earnings of $500 million equal to $1.35 per share. These actions will
generate annual pre-tax savings of $70 million or $.17 per share this year and
$100 million or $.25 per share in 1997.
The company said it expected the charge to include $260 million for the
write-off of certain assets, $80 million for asset impairment, $115 million in
associated severance costs and $45 million for other expenses, including the
cancellation of leases.
Approximately half of the $500 million charge will be used to improve the
imaging products business in the United States and in Europe through
consolidations, which will reduce costs and align products and services with
customers in a time of rapid technology change. The remainder of the charge
covers the sale or closure of facilities in several businesses and the
impairment of assets. The company said that these decisions are under review
and specific actions will be announced as appropriate.
The company also reported that it is aggressively pursuing market expansion
initiatives totaling $530 million. These include two facilities already
exceeding start-up goals:
o the world's largest recycled containerboard machine at the company's
Mansfield, La., facility, a machine that can produce 1,200 tons per day of
high quality, recycled linerboard grades;
o a coated board machine at the corporation's Kwidzyn facility in Poland,
which has the lowest industry cost structure in Europe. Production
capacity at the facility has tripled since 1992.
Three additional new facilities will be starting up later in the first quarter:
o a large, oriented strand board facility in Jefferson, Texas;
o International Paper's aseptic packaging facility in France that will
broaden the company's presence in the important European market;
o a non-woven facility in Mexico, which will utilize the technologically
advanced spunbond process, adding to the corporation's capabilities in
another growing market area.
The company also said it is on schedule to complete the sale of its
timberland in Oregon and Washington within the next several months. The
proceeds from this timberlands sale, which has a value of approximately $1
billion, will be used to strengthen the company's balance sheet.
"All of these actions will strengthen us in the future. They position us
for a challenging marketplace, but one that will continue to offer substantial
opportunities. We're confident that we will be able to compete effectively and
continue to grow," said John A. Georges, International Paper's chairman and
chief executive officer.
International Paper, an official sponsor of the 1996 Olympic games, is a
worldwide producer of printing papers, packaging and forest products. The
company also operates specialty businesses and a broadly based paper
distribution network. International Paper has manufacturing operations in 28
countries and exports its products to more than 130 nations.
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