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
JUNE 23, 1997
(Date of earliest event reported)
INTERNATIONAL PAPER COMPANY
(Exact name of Registrant as specified in its charter)
New York 1-3157 13-0872805
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Two Manhattanville Road
Purchase, New York
(Address of principal executive offices)
10577
(zip code)
(914) 397-1500
(Registrant's telephone number, including area code)
Item 5. Other Events.
On July 23, 1997, Federal Paper Board Company,
Inc. (the "Company"), a wholly owned subsidiary of
International Paper Company ("International Paper"),
announced an offer to purchase (the "Offer to Purchase")
for cash any and all of its outstanding 10% Debentures
due April 15, 2011 (the "Debentures") at prices per
$1,000 principal amount of Debentures to be determined
continuously during the tender period by reference to a
fixed spread of 55 basis points (i.e., 0.55%) over the
yield to maturity of the 6-5/8% United States Treasury
Notes due May 2007 at the time of acceptance of the Offer
(as defined below), plus accrued and unpaid interest,
upon the terms and subject to the conditions set forth in
the Offer to Purchase, as the same may be amended from
time to time (the "Offer").
The foregoing description of the Offer is
qualified in its entirety by reference to International
Paper's press release dated July 23, 1997, a copy of
which is attached as an exhibit hereto and is
incorporated by reference herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits
99(a) Press Release, dated July
23, 1997, by International
Paper.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, International Paper has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.
INTERNATIONAL PAPER COMPANY
By: /s/ JAMES W. GUEDRY
-----------------------------
Name: James W. Guedry
Title: Vice President and
Secretary
Date: July 23, 1997
EXHIBIT INDEX
Exhibit No.
99(a) Press Release, dated July 23,
1997, by International Paper.
INTERNATIONAL PAPER
NEWS RELEASE 2 Manhattanville Road
Purchase, NY 10577
International Paper Contacts:
Rick Klutey \ Bob McPhillips
(914)397-1973 \ (914)397-1963
INTERNATIONAL PAPER'S WHOLLY OWNED SUBSIDIARY,
FEDERAL PAPER BOARD, COMMENCES TENDER OFFER FOR
10-PERCENT DEBENTURES DUE APRIL 15, 2011
July 23, 1997
PURCHASE, NY--International Paper's wholly owned
subsidiary, Federal Paper Board, today announced that it
has commenced a tender offer to purchase any and all of
its 10-percent Debentures due April 15, 2011.
The price to be paid for the Debentures will be
determined continuously during the tender period by
reference to a fixed spread of 55 basis points over the
yield to maturity of 6 5/8 percent U.S. Treasury Notes
due May 2007 at the time of acceptance of the tender
offer, plus accrued and unpaid interest thereon from the
last regular payment of semi-annual interest to, but not
including, the applicable settlement date. The tender
offer will expire at 5 p.m., Eastern Standard Time, on
Wednesday, August 6, 1997, unless extended.
All Debentures tendered in the tender offer will be
purchased upon the terms and subject to the conditions of
the tender offer. Debenture holders who elect to tender
their Debentures should follow the procedures for
tendering described in the Offer to Purchase dated July
23, 1997, that will be sent to them.
J.P. Morgan Securities Inc. is the Dealer Manager
for the tender offer, and D.F. King & Co., Inc. is the
Information Agent.
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.
