SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 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 (IRS Employer
Incorporation) No.) 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)
INTRODUCTION
This Form 8-K/A Current Report is being filed
on behalf of International Paper Company ("International
Paper") to amend the Form 8-K Current Report filed by
International Paper on July 24, 1997, which relates to
the offer, commenced on July 23, 1997, by Federal Paper
Board Company, Inc. (the "Company"), a wholly owned
subsidiary of International Paper, 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 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").
Iterm 5. Other Events.
Item 5 is hereby amended and supplemented by the
following:
Following the expiration of the Offer at 5:00
p.m., New York City time, on Wednesday, August 6, 1997,
the Company accepted for payment all Debentures validly
tendered pursuant to the Offer. The Company has been
informed by J.P. Morgan Securities, Inc. (the "Dealer
Manager") that $164,129,000 aggregate principal amount of
Debentures had been tendered pursuant to the Offer. A
copy of the press release issued by International Paper
on August 6, 1997 relating to the completion of the Offer
is filed as Exhibit 99(b) hereto and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Item 7(c) is hereby amended and supplemented by
the following:
99(b) Press Release, dated August 6, 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
Dated: August 6, 1997
EXHIBIT INDEX
Exhibit No.
99(b) Press Release, dated August 6, 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, CLOSES TENDER OFFER FOR 10-PERCENT
DEBENTURES DUE APRIL 15, 2011
AUGUST 6, 1997
PURCHASE, NY -- International Paper's wholly-owned
subsidiary, Federal Paper Board, today announced that it
has accepted approximately $164 million aggregate
principal amount of its 10-percent debentures due April
15, 2011, pursuant to its tender offer which expired at
5:00 p.m., E.D.T. on Wednesday, August 6, 1997. Unless
otherwise elected pursuant to the terms of the tender
offer, the settlement date with regard to tendered
debentures will be August 11, 1997.
After giving effect to the tender offer,
approximately $36 million principal amount of debentures
remain outstanding.
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 80,000 people
worldwide and exports its products to more than 130
nations.
