<PAGE>
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
July 8, 1997
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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.)
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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
The Registrant issued a press release today announcing a series of
actions to improve the company's financial performance that will
result in a $535 million pre-tax charge against 1997 second-quarter
earnings. These actions include divesting or closing operations that
no longer meet the company's financial objectives.
The Registrant also announced that it will take an additional
pre-tax charge of $150 million to add to its legal reserve.
The Company issued another press release announcing that
Peter I. Bijur, Chairman and Chief Executive Officer of Texaco Inc.
was elected to the Board of Directors of International Paper Company
effective immediately.
Mr. Roger A. Smith will retire from the Board as of July 12, 1997.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
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N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
N/A
(b) Pro Forma Financial Information:
N/A
(c) Exhibits:
(99) Press release dated July 8, 1997, announcing a
pre-tax charge of $535 million; a series of actions to improve
the company's financial performance; the closing or divesting of
certain operations; and an additional pre-tax charge of $150
million to add to its legal reserve.
Press release dated July 8, 1997, announcing that Peter
I. Bijur, Chairman and Chief Executive Officer of Texaco Inc. was
elected to the Board of Directors of International Paper,
effective immediately.
Mr. Roger A. Smith will retire from the Board as of
July 12, 1997.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
Signature
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)
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Date: July 8, 1997 /S/ CAROL M. BERARDI
Purchase, NY ---------------------------
Carol M. Berardi
Assistant Secretary
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Exhibit 99
Media Contacts: Analyst Contacts:
------------------ ------------------
Phillip Giaramita Carol Tutundgy
(914) 397-1665 (914) 397-1632
Molly Sullivan Maryanne Rupy
(914) 397-1652 (914) 397-1626
Brian Turcotte
(914) 397-1623
INTERNATIONAL PAPER ELECTS TEXACO CHAIRMAN AND CEO
PETER I. BIJUR TO ITS BOARD OF DIRECTORS
July 8, 1997
PURCHASE, N.Y. -- International Paper today announced the election of Peter I.
Bijur, chairman and chief executive officer of Texaco Inc., to its Board of
Directors. His election, effective today, maintains membership on the Board at
14. Bijur succeeds Roger B. Smith, former chairman and chief executive officer
of General Motors Corp., who is retiring from the Board.
"Roger Smith has been an invaluable member of our Board for nearly a
decade. While Roger's wisdom and insight will be missed, we're fortunate to
have Peter Bijur join our team," said John T. Dillon, chairman and chief
executive officer of International Paper. "I'm confident that with his
leadership abilities, business acumen and global experience, Peter will make a
great contribution to our Board."
Bijur, 54, joined Texaco's domestic operations in New York City in 1966.
Following a number of positions of increasing importance in sales, marketing,
public affairs, strategic planning and manufacturing, Bijur was appointed
president - Texaco Europe in 1990. He later assumed responsibility for Texaco
Europe Division, Texaco Latin America/West Africa Division and Texaco Middle
East/Far East Division. Bijur was elected vice chairman of Texaco's Board in
January 1996 and was elected to his current position as Texaco's chairman and
chief executive officer in July 1996.
International Paper is a worldwide producer of printing papers, packaging
and forest products. The company also operates specialty businesses and a
broadly based paper distribution network. Headquartered in Purchase, N.Y., the
company has 27 U.S. mills and operations in 31 countries, employs 87,000 people
worldwide and exports its products to more than 130 nations.
# # #
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Media Contacts: Analyst Contacts:
----------------- -------------------
Phillip Giaramita Carol Tutundgy
(914) 397-1665 (914) 397-1632
Molly Sullivan Maryanne Rupy
(914) 397-1652 (914) 397-1626
Brian Turcotte
(914) 397-1623
INTERNATIONAL PAPER SECOND-QUARTER RESULTS INCLUDE
CHARGE TO IMPROVE BUSINESS RESULTS;
PLANS TO SELL $1 BILLION IN ASSETS
July 8, 1997
PURCHASE, N.Y.-- International Paper said today it was taking a series of
actions to improve the company's financial performance that will result in a
$535 million pre-tax charge against 1997 second-quarter earnings. The company
also said that over the next year it plans to sell assets that should generate
more than $1 billion in proceeds and that, largely as a result of those sales,
it will reduce its workforce by more than 10 percent, or 9,000 positions.
Separately, the company said it will take an additional pre-tax charge of
$150 million to add to its legal reserve.
In its report on second-quarter 1997 earnings, the company said the two
charges, equal to $478 million after-tax, or $1.59 per share, will result in a
loss for 1997's second quarter of $419 million, or $1.39 per share.
Second-quarter earnings before the charge were $59 million, or $.20 per
share, on sales of $5 billion. Earnings for 1997's first quarter were $34
million, or $.11 per share, on net sales of $4.9 billion.
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"These second-quarter results continue the favorable trend in industry
conditions that we began to see earlier this year," said John T. Dillon,
International Paper's chairman and chief executive officer. "The good demand we
are experiencing should lead to increased profitability over the next six
months."
Dillon said that the actions reflected in today's announced charge will
provide on-going benefits by addressing the need to improve internal
performance. "We will be divesting or closing operations that no longer meet
the company's financial or strategic objectives and utilizing plants and
machinery to serve customers more efficiently. These actions will enable us to
improve the company's return on investment. "
The company said that the largest portion of its charge will be used to
continue the restructuring of its printing papers businesses in the United
States and overseas. In the United States, pulp and uncoated paper capacity
will be reduced by at least 400,000 tons when the program is completed. The
program includes the shutdown of three production lines at its Erie, Pa., mill,
the closure of the Woronoco, Mass., mill, and the closure of a de-inking pulp
operation in Lock Haven, Pa. The company also is completing the conversion of
three production lines at its Androscoggin, Maine, and Mobile, Ala., mills to
kraft, specialty and coated freesheet grades.
As part of its overall plan to sell about $1 billion in non-strategic
assets in the next year, the company said it will sell its imaging business, its
multiwall kraft packaging business and its 175,000 acres of timberland in
Western Pennsylvania and Western New York.
The company said its business improvement program will begin to contribute
to earnings this year and will have greater impact in 1998 when most of the
actions in the program will be completed. The company also said that it will
maintain its capital spending at $1.2 billion next year, with no significant
additions to capacity now being planned.
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"All International Paper businesses are expected to meet specific
performance objectives, including progress towards achieving an average
12-percent return on investment over a business cycle, having market leadership
within their industry and developing technological superiority," Dillon said.
"This improvement plan underscores the sense of urgency required for us to meet
these commitments to shareowners and customers."
For the second quarter, the company said operating earnings in the printing
papers sector were up significantly from recent quarters, driven by higher pulp
and uncoated paper prices. A strong quarter by Masonite helped to increase
earnings for specialty products. Packaging earnings were slightly up over the
first quarter, and the company's forest products business earnings were below
first-quarter results that included a timberlands transaction. Distribution
earnings were up, largely as the result of improved volume and the printing
paper price increases.
International Paper is a worldwide producer of printing papers, packaging
and forest products. The company also operates specialty businesses and a
broadly based distribution network. Headquartered in Purchase, N.Y., the
company has 27 U.S. mills and operations in 31 countries, employs 87,000 people
and exports its products to more than 130 nations.
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