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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
International Paper Company
(Name of Issuer)
Common Stock
(Title Of Class of Securities)
460146103
_________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement X . (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
13G PAGE 2 of 7 PAGES
CUSIP NO. 460146103
- -------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 30,608,893
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH None
8 SHARED DISPOSITIVE POWER
30,608,893
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,608,893
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.2%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP NO. 460146103 13G PAGE 3 OF 7 PAGES
- -------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 23,652,127
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH None
8 SHARED DISPOSITIVE POWER
23,652,127
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,652,127
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1 (a) Name of Issuer:
International Paper Company
Item 1 (b) Address of Issuer's Principal Executive Offices:
Two Manhattanville Road
Purchase, New York 10577
Item 2 (a) Names of Persons Filing:
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number:
460146103
Item 3
Merrill Lynch & Co., Inc. ("ML&Co."), is a parent holding company, in
accordance with Section 240.13d-1(b)(1)(ii)(G). Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section 15
of the Securities Exchange Act of 1934 (the "Act").
Page 4 of 7 Pages
Item 4 Ownership
(a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant
to Section 240.13d-4, ML&Co. and MLPF&S (the "Reporting Persons") disclaim
beneficial ownership of the securities of International Paper Company (the
"Issuer") referred to herein, and the filing of this Schedule 13G shall not be
construed as an admission that the Reporting Persons are, for the purposes of
Section 13(d) or 13(g) of the Act, the beneficial owner of any securities of
the Issuer covered by this statement, other than certain securities of the
Issuer held in MLPF&S proprietary accounts.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
MLPF&S is a sponsor of various unit investment trusts ("UITs") which
invest in "equity securities" as defined in Section 240.13d-1(d). While the
UITs have the right to receive, or the power to direct the receipt of
dividends from or the proceeds from the sale of, the securities reported
herein, no singe UIT's interest relates to more than 5% of the class of
securities reported herein.
Fund Lynch Asset Management, L.P. (d/b/a Fund Asset Management) and
Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management)
are investment advisers registered under Section 203 of the Investment
Advisers Act of 1940 and act as investment advisers to investment companies
registered under Section 8 of the Investment Company Act of 1940. With
respect to the securities held by those investment companies, several persons
have the right to receive, or the power to direct the receipt of dividends
from or the proceeds from the sale of, such securities. No such person's
interest relates to more than 5% of the class of securities reported herein.
Page 5 of 7 Pages
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
Item 10 Certification.
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 13, 1997 Merrill Lynch & Co., Inc.
/s/ Richard B. Alsop
---------------------
Name: Richard B. Alsop
Title: Attorney-in-fact *
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Richard B. Alsop
---------------------
Name: Richard B. Alsop
Title: Attorney-in-fact **
- ------------
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co., Inc., et. al. on February 14, 1995
with respect to Woolworth Corporation.
** Signed pursuant to a power of attorney, dated November 17, 1995,
included as Exhibit C to Schedule 13G filed with the Securities and
Exchange Commission by Merrill Lynch & Co., Inc., et. al. on February
14, 1995 with respect to Woolworth Corporation.
Page 6 of 7 Pages
Exhibit A to Schedule 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
One of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), is a
parent holding company pursuant to Section 240.13d-1(b)(1)(ii)(G). The
relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a Delaware corporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York
("MLPF&S") and Merrill Lynch Group, Inc., a Delaware corporation with its
principal place of business at World Financial Center, North Tower, 250 Vesey
Street, New York, New York ("ML Group"). The relevant subsidiary of ML Group,
a parent holding company pursuant to Section 240.13d-1(b)(1)(ii)(G), is
Princeton Services, Inc., a Delaware corporation with its principal place of
business at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro,
New Jersey ("PSI"), which is the general partner of Fund Lynch Asset
Management, L.P. (d/b/a Fund Asset Management ("FAM")) and Merrill Lynch Asset
Management, L.P. (d/b/a Merrill Lynch Asset Management ("MLAM")).
MLPF&S is a wholly owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934. MLPF&S may be
deemed the beneficial owner of 7.9% of the common stock of International Paper
Company (the "Company") held in customer accounts over which MLPF&S has
discretionary power, or as a result of its proprietary trading activity, in
addition to shares held by nine unit investment trusts for which MLPF&S acts
as a sponsor.
ML Group, a wholly owned direct subsidiary of ML&Co., may be deemed to
be the beneficial owner of 2.3% of the common stock of the Company by virtue
of its control of its wholly owned subsidiary PSI.
PSI, a wholly owned direct subsidiary of ML Group, may be deemed to be
the beneficial owner of 2.3% of the common stock of the Company by virtue of
its being general partner of FAM and MLAM.
FAM, a Delaware limited partnership with its principal place of business
at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro, New Jersey,
is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. FAM may be deemed to be the beneficial owner of 1.1% of
the common stock of the Company by virtue of its acting as investment adviser
to investment companies registered under Section 8 of the Investment Company
Act of 1940.
MLAM, a Delaware limited partnership with its principal place of
business at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro,
New Jersey, is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. MLAM may be deemed to be the beneficial
owner of 1.2% of the common stock of the Company by virtue of its acting as
investment adviser to investment companies registered under Section 8 of the
Investment Company Act of 1940.
Pursuant to Section 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, FAM and
MLAM disclaim beneficial ownership of the securities of the Company, and the
filing of this Schedule 13G shall not be construed as an admission that any
such entity is, for the purposes of Section 13(d) or 13(g) of the Securities
Act of 1934, the beneficial owner of any securities of the Company other than,
in the case of ML&Co. and MLPF&S, certain securities of the Company held by
MLPF&S in proprietary accounts.
Page 7 of 7 Pages
