<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INTERNATIONAL PAPER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
NEW YORK 13-0872805
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
------------------------
<TABLE>
<S> <C>
TWO MANHATTANVILLE ROAD JAMES W. GUEDRY
PURCHASE, NEW YORK 10577 INTERNATIONAL PAPER COMPANY
(914) 397-1500 TWO MANHATTANVILLE ROAD
(Address, Including Zip Code, and Telephone Number PURCHASE, NEW YORK 10577
Including Area Code, of Registrant's (914) 397-1500
Principal Executive Offices) (Name, Address, Including Zip Code and
Telephone Number, Including Area Code,
of Agent for Service)
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share (2) 5,000,000 shares $39.125 $195,625,000 $59,281
</TABLE>
(1) The shares are to be offered at prices not presently determinable. The
offering price is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, using the average of the high and low prices reported by the New
York Stock Exchange on April 3, 1997.
(2) Prior to April 28, 1997, when the Company's Common Share Purchase Rights
expire, each share of Common Stock offered pursuant to this Registration
Statement will be accompanied by one Common Share Purchase Right. The Common
Share Purchase Rights are also being registered by this Registration
Statement. Prior to the occurrence of certain events, such Common Share
Purchase Right will not be exercisable or evidenced separately from the
Company's Common Stock. No separate consideration will be received for the
Common Share Purchase Rights.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: one to be used
by the Company in connection with the issuance and sale from time to time by the
Company of shares of Common Stock in connection with its acquisition of the
securities or assets of other businesses (the "Company Prospectus") and one to
be used principally by persons who have received shares of Common Stock of the
Company in connection with acquisitions by the Company of securities or assets
held by such persons, or their transferees, and who wish to offer and sell such
shares in transactions in which they and any broker-dealer through whom such
shares are sold may be deemed to be Underwriters within the meaning of the
Securities Act (the "Selling Stockholders Prospectus"). The Company Prospectus
and the Selling Stockholders Prospectus will be identical in all respects except
that they will contain different front and back cover pages and the Selling
Stockholders Prospectus will contain an additional section under the caption
"Manner of Offering." The Company Prospectus is included herein and is followed
by those pages to be used in the Selling Stockholders Prospectus which differ
from, or are in addition to, those in the Company Prospectus. Each of the
alternate or additional pages for the Selling Stockholders Prospectus included
herein has been labeled "Alternate Page for Selling Stockholders Prospectus." If
required pursuant to Rule 424(b) of the General Rules and Regulations under the
Securities Act, ten copies of each of the prospectuses in the forms in which
they are used after this Registration Statement becomes effective will be filed
with the Commission.
<PAGE>
INTERNATIONAL PAPER COMPANY
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
FORM S-4 ITEM NUMBER AND HEADING PROSPECTUS CAPTION OR LOCATION
------------------------------------------------------------- --------------------------------------------------
<S> <C> <C> <C>
A. Information about the Transaction
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Front Cover Page and Outside Back Cover
Page
3. Risk Factors, Ratio of Earnings to Fixed Charges
and Other Information............................ Available Information; Incorporation of Certain
Documents by Reference
4. Terms of the Transaction.......................... *
5. Pro Forma Financial Information................... *
6. Material Contacts with the Company Being
Acquired......................................... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be Underwriters.... Manner of Offering
8. Interests of Named Experts and Counsel............ Legal Matters; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... *
B. Information About the Registrant
10. Information with Respect to S-3 Registrants....... Outside Front Cover Page; Available Information;
Incorporation of Certain Documents by Reference;
The Company
11. Incorporation of Certain Information by
Reference........................................ Incorporation of Certain Documents by Reference
12. Information with Respect to S-2 or S-3
Registrants...................................... *
13. Incorporation of Certain Information by
Reference........................................ *
14. Information with Respect to Registrants Other Than
S-3 or S-2 Registrants........................... *
C. Information About the Company Being Acquired................. *
D. Voting and Management Information............................ *
</TABLE>
- ------------------------
* Item is omitted because either it is inapplicable or the answer thereto is
negative.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 9, 1997
5,000,000 SHARES
INTERNATIONAL PAPER COMPANY
COMMON STOCK
($1.00 PAR VALUE)
---------------------
PROSPECTUS
---------------
This Prospectus relates to 5,000,000 shares of common stock, $1.00 par value
(the "Common Stock"), of International Paper Company, a New York corporation
(the "Company"), which may be offered and issued from time to time by the
Company in connection with its acquisition of the securities or assets of other
businesses. It is expected that the terms of acquisitions involving the issuance
and sale by the Company of Common Stock covered by this Prospectus will be
determined by direct negotiations with the owners or controlling persons of the
businesses whose securities or assets are acquired. The Company expects that the
shares of Common Stock issued in exchange for securities or assets in business
combination transactions will be valued at prices reasonably related to market
prices of the Common Stock either at the time the terms of an acquisition are
agreed upon or at or about the time of delivery of such shares of Common Stock.
The Registration Statement of which this Prospectus is a part also relates
to the offer and sale of Common Stock from time to time by persons who have
received shares of Common Stock in connection with acquisitions by the Company
of securities or assets held by such persons, or their transferees, and who wish
to offer and sell such shares in transactions in which they and any
broker-dealer through whom such shares are sold may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
All expenses of the offering by the Company hereby will be paid by the
Company. No underwriting discounts or commissions will be paid in connection
with the issuance of Common Stock, although finder's fees may be paid with
respect to specific acquisitions. Any person receiving a finder's fee may be
deemed to be an underwriter within the meaning of the Securities Act.
The Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "IP." On April 7, 1997, the closing price of the Common Stock on the
NYSE was $40 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission") relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain of its Regional Offices, located at Northwest Atrium Center
(Suite 1400), 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Such
material may also be accessed electronically by means of the Commission's home
page on the Internet (http://www.sec.gov).
The Company has filed with the Commission a registration statement on Form
S-4 (the "Registration Statement") under the Securities Act, with respect to the
securities offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated in this Prospectus by reference: (a) Annual
Report on Form 10-K for the year ended December 31, 1996 and its Current Reports
on Form 8-K dated February 12, 1997 and April 9, 1997, all of which have been
previously filed with the Commission under file no. 1-3157; (b) the description
of the Company's capital stock which is contained in the Company's registration
statement on Form 8-A, dated July 20, 1976, as amended, and the Company's
registration statement on Form S-3, filed January 8, 1992 (33-44855); and (c)
the Company's registration statement on Form 8-A, dated April 17, 1987, as
amended December 14, 1989 (relating to the Common Share Purchase Rights), and
the related Current Report on Form 8-K, dated April 17, 1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Common Stock offered hereby shall be deemed
incorporated herein by reference, and such documents shall be deemed to be a
part hereof from the date of filing such documents. Any statement contained
herein, in a document incorporated or deemed to be incorporated by reference
herein, or in any supplement to this Prospectus, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein or in any prospectus supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests should be directed to:
International Paper Company, Two Manhattanville Road, Purchase, New York 10577;
Attn: Corporate Secretary (telephone 914-397-1500).
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM:
INTERNATIONAL PAPER COMPANY, TWO MANHATTANVILLE ROAD, PURCHASE, NEW YORK 10577;
ATTN: CORPORATE SECRETARY (TELEPHONE 914-397-1500). IN ORDER TO
2
<PAGE>
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
, 199 (FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE).
THE COMPANY
The Company, a New York corporation incorporated in 1941 as a successor to
the New York corporation of the same name organized in 1898, is a global paper
and forest products company that produces printing and writing papers, pulp,
paperboard and packaging and wood products. It also manufactures specialty items
including tissue products; photographic films, papers and equipment; nonwovens;
specialty chemicals; and specialty panels and laminated products. The Company
also distributes printing and writing papers and other products in the United
States, Europe and the Pacific Rim.
Unless the context otherwise requires, references herein to the "Company"
shall mean International Paper Company and its consolidated subsidiaries.
The Company's principal executive offices are located at Two Manhattanville
Road, Purchase, New York 10577, where its telephone number is (914) 397-1500.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by James W. Guedry, Esq., Vice President, Secretary and
Associate General Counsel of the Company.
EXPERTS
The consolidated financial statements and schedule incorporated by reference
in this Prospectus from the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein, in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
3
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information........................... 2
Incorporation of Certain Documents by
Reference..................................... 2
The Company..................................... 3
Legal Matters................................... 3
Experts......................................... 3
</TABLE>
5,000,000 SHARES
INTERNATIONAL
PAPER COMPANY
[LOGO]
COMMON STOCK
($1.00 PAR VALUE)
---------------------
PROSPECTUS
---------------------
, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 9, 1997
5,000,000 SHARES
INTERNATIONAL PAPER COMPANY
COMMON STOCK
($1.00 PAR VALUE)
______________
PROSPECTUS
______________
This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons who have received shares of common stock,
$1.00 par value (the "Common Stock"), of International Paper Company, a New York
corporation (the "Company"), in connection with the acquisition by the Company
of securities or assets held by such persons, or their transferees, and who wish
to offer and sell such shares in transactions in which they and any
broker-dealer through whom such shares are sold may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), as more fully described herein. The Company will receive none of the
proceeds from any such sale. Any commissions paid or concessions allowed to any
broker-dealer, and, if any broker-dealer purchases such shares as principal, any
profits received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act. Printing, certain legal and
accounting, filing and other similar expenses of this offering will be paid by
the Company. Selling Stockholders (as defined herein) will generally bear all
other expenses of this offering, including brokerage fees and any underwriting
discounts or commissions.
The Registration Statement of which this Prospectus is a part also relates
to the offer and issuance by the Company from time to time of 5,000,000 shares
of Common Stock in connection with its acquisition of the securities or assets
of other businesses.
The Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "IP." On April 7, 1997, the closing price of the Common Stock on the
NYSE was $40 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is , 1997.
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
MANNER OF OFFERING
This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons who have received shares of Common Stock in
connection with acquisitions by the Company of securities or assets held by such
persons, or their transferees, and who wish to offer and sell such shares (such
persons are herein referred to as "Selling Stockholders") in transactions in
which they and any broker-dealer through whom such shares are sold may be deemed
to be underwriters within the meaning of the Securities Act. The Company will
receive none of the proceeds from any such sales. Except as described under
"Selling Stockholders," there presently are no arrangements or understandings,
formal or informal, pertaining to the distribution of the shares of Common Stock
described herein. Upon the Company being notified by a Selling Stockholder that
any material arrangement has been entered into with a broker-dealer for the sale
of shares of Common Stock bought through a block trade, special offering,
exchange distribution or secondary distribution, a supplemented Prospectus will
be filed, pursuant to Rule 424(b) under the Securities Act, setting forth (i)
the name of each Selling Stockholder and the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which the shares were
sold, (iv) the commissions paid or the discounts allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this Prospectus
and (vi) other facts material to the transaction.
Selling Stockholders may sell the shares being offered hereby from time to
time in transactions (which may involve crosses and block transactions) on the
NYSE, in negotiated transactions or otherwise, at market prices prevailing at
the time of the sale or at negotiated prices. Selling Stockholders may sell some
or all of the shares in transactions involving broker-dealers, who may act
solely as agent and/or may acquire shares as principal. Broker-dealers
participating in such transactions as agent may receive commissions from Selling
Stockholders (and, if they act as agent for the purchaser of such shares, from
such purchaser), such commissions computed in appropriate cases in accordance
with the applicable rules of the NYSE, which commissions may be at negotiated
rates where permissible under such rules. Participating broker-dealers may agree
with Selling Stockholders to sell a specified number of shares at a stipulated
price per share and, to the extent such broker-dealer is unable to do so acting
as an agent for the Selling Stockholder, to purchase as principal any unsold
shares at the price required to fulfill the broker-dealer's commitment to
Selling Stockholders. In addition or alternatively, shares may be sold by
Selling Stockholders and/or by or through other broker-dealers in special
offerings, exchange distributions or secondary distributions pursuant to and in
compliance with the governing rules of the NYSE, and in connection therewith
commissions in excess of the customary commission prescribed by such governing
rules may be paid to participating broker-dealers or, in the case of certain
secondary distributions, a discount or concession from the offering price may be
allowed to participating broker-dealers in excess of the customary commission.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the NYSE, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchaser of such
shares.
The Company may agree to indemnify each Selling Stockholder as an
underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under the
Securities Act.
The Selling Stockholders may resell the shares offered hereby only if such
securities are qualified for sale under applicable state securities or "blue
sky" laws or exemptions from such registration and qualification requirements
are available.
2-A
<PAGE>
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Manner of Offering........................................................ 2-A
The Company............................................................... 3
Legal Matters............................................................. 3
Experts................................................................... 3
</TABLE>
5,000,000 SHARES
INTERNATIONAL
PAPER COMPANY
[LOGO]
COMMON STOCK
($1.00 PAR VALUE)
---------------------
PROSPECTUS
---------------------
, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("B.C.L.") provides
that, in addition to indemnification provided in Article 7 of the B.C.L., a
corporation may indemnify a director or officer by a provision contained in the
certificate of incorporation or by-laws or by a duly authorized resolution of
its shareholders or directors or by agreement provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and material to the cause of action, or that such director or officer
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the B.C.L. provides that a corporation may indemnify a
director or officer, made, or threatened to be made, a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the B.C.L. in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claims as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the B.C.L. specifies the manner in which payment of
indemnification under Section 722 of the B.C.L. or indemnification permitted
under Section 721 of the B.C.L. may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723. Section 724 of the
B.C.L. provides that, upon application by a director or officer, indemnification
may be awarded by a court to the extent authorized under Section 722 and 723 of
the B.C.L. Section 725 of the B.C.L. contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the B.C.L. authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the above
sections, (2) directors and officers in instances in which they may be
indemnified by a corporation under such sections, and (3) directors and officers
in instances in which they may not otherwise be indemnified by a corporation
under such sections, provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and for co-insurance.
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Article VII of the Restated Certificate of Incorporation of International
Paper Company provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred by
him in connection with the defense of any action, suit or
proceeding in which he is made a party by reason of his being or
having been a Director of the Corporation, except in relation to
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director, provided that such
right of indemnification shall not be deemed exclusive of any
other rights to which a Director of the Corporation may be
entitled, under any by-law, agreement, vote of stockholders or
otherwise."
Article IX of the By-laws, as amended, of the Company provides as follows:
"The Corporation shall indemnify each Officer or Director who
is made, or threatened to be made, a party to any action by reason
of the fact that he or she is or was an Officer or Director of the
Corporation, or is or was serving at the request of the
Corporation in any capacity for the Corporation or any other
enterprise, to the fullest extent permitted by applicable law. The
Corporation may, so far as permitted by law, enter into an
agreement to indemnify and advance expenses to any Officer or
Director who is made, or threatened to be made, a party to any
such action."
The Company has purchased certain liability insurance for its officers and
directors as permitted by Section 727 of the B.C.L. and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the B.C.L., as permitted by
Section 721 of the B.C.L.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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<C> <S>
(a) Exhibits:
5.1 --Opinion of James W. Guedry, Esq.
23.1 --Consent of Arthur Andersen LLP
23.2 --Consent of James W. Guedry, Esq. (included in Exhibit 5.1)
24.1 --Powers of Attorney (set forth on signature page to this Registration Statement).
(b) Financial Statement Schedules
</TABLE>
No financial statement schedules are included herein as the required
information is inapplicable or the information is presented in the Company's
consolidated financial statements or related notes incorporated herein by
reference.
ITEM 22. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
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<PAGE>
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii) above
do not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) (i) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.
(ii) The registrant undertakes that every prospectus: (A) that is filed
pursuant to paragraph (i) immediately preceding, or (B) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Purchase, State of
New York, on April 9, 1997.
INTERNATIONAL PAPER COMPANY
By: /s/ JAMES W. GUEDRY
-----------------------------------------
James W. Guedry
SECRETARY
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
James W. Guedry and Barbara L. Smithers, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, and in any and all capacities, to sign
any and all amendments (including post-effective amendments) to the Registration
Statement on Form S-4 covering 5 million shares of stock and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or his or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ JOHN T. DILLON Director and Chairman of
- ------------------------------ the Board (Chief April 8, 1997
(John T. Dillon) Executive Officer)
/s/ C. WESLEY SMITH Executive Vice President
- ------------------------------ and Director April 8, 1997
(C. Wesley Smith)
/s/ WILLARD C. BUTCHER Director
- ------------------------------ April 8, 1997
(Willard C. Butcher)
/s/ ROBERT J. EATON Director
- ------------------------------ April 8, 1997
(Robert J. Eaton)
/s/ STANLEY C. GAULT Director
- ------------------------------ April 8, 1997
(Stanley C. Gault)
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<PAGE>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ JOHN A. GEORGES Director
- ------------------------------ April 8, 1997
(John A. Georges)
/s/ THOMAS C. GRAHAM Director
- ------------------------------ April 8, 1997
(Thomas C. Graham)
/s/ JOHN R. KENNEDY Director
- ------------------------------ April 8, 1997
(John R. Kennedy)
/s/ DONALD F. MCHENRY Director
- ------------------------------ April 8, 1997
(Donald F. McHenry)
/s/ PATRICK F. NOONAN Director
- ------------------------------ April 8, 1997
(Patrick F. Noonan)
/s/ JANE C. PFEIFFER Director
- ------------------------------ April 8, 1997
(Jane C. Pfeiffer)
/s/ EDMUND T. PRATT, JR. Director
- ------------------------------ April 8, 1997
(Edmund T. Pratt, Jr.)
/s/ CHARLES R. SHOEMATE Director
- ------------------------------ April 8, 1997
(Charles R. Shoemate)
/s/ ROGER B. SMITH Director
- ------------------------------ April 8, 1997
(Roger B. Smith)
/s/ MARIANNE M. PARRS Senior Vice President and
- ------------------------------ Chief Financial Officer April 8, 1997
(Marianne M. Parrs)
/s/ ANDREW R. LESSIN Vice President and
- ------------------------------ Controller and Chief April 8, 1997
(Andrew R. Lessin) Accounting Officer
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<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. EXHIBIT
- ------------- ---------------------------------------------------------------------------------------------------
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5.1 -- Opinion of James W. Guedry, Esq.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of James W. Guedry, Esq. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (set forth on signature page to this Registration Statement).
</TABLE>
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<PAGE>
EXHIBIT 5.1
[LOGO]
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<S> <C>
JAMES W. GUEDRY TWO MANHATTANVILLE ROAD
VICE PRESIDENT, SECRETARY AND PURCHASE NY 10577-2196
ASSOCIATE GENERAL COUNSEL PHONE 914 397 1532
FAX 914 397 1505
</TABLE>
April 9, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE:INTERNATIONAL PAPER COMPANY
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
I have acted as counsel to International Paper Company, a New York
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of up to 5,000,000 shares of
common stock, $1.00 par value, of the Company (the "Common Shares") which may be
offered and sold from time to time pursuant to the Company's registration
statement on Form S-4, filed with the Securities and Exchange Commission on the
date hereof (the "Registration Statement"). The Common Shares will be sold or
delivered from time to time in amounts, at prices and on terms to be determined
in connection with the Company's acquisition of businesses, properties or
securities of others, as shall be described in supplements ("Prospectus
Supplements") to the Company Prospectus and the Selling Stockholders Prospectus
(the "Prospectuses") contained in the Registration Statement.
As the basis for the opinions hereinafter expressed, I have examined such
statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as I have deemed necessary
or advisable for the purposes of this opinion. In such examination I have
assumed the authenticity of all documents submitted to me as originals and the
conformity with the original documents of all documents submitted to me as
copies.
With respect to the opinions set forth below, I have assumed that at the
time of each issuance, sale and delivery of the Common Shares, such Common
Shares will be issued, sold and delivered in a manner consistent with the New
York Business Corporation Law (the "B.C.L.") and the Restated Certificate of
Incorporation and By-laws of the Company as in effect at such time, and that the
Company will have a sufficient number of shares of Common Stock authorized for
issuance at the time of each such issuance.
Based on the foregoing and on such legal considerations as I deem relevant,
I am of the opinion that:
1. The Company is incorporated and is validly existing as a corporation
under the B.C.L.
2. When appropriate corporation action has been taken to authorize the
issuance of any Common Shares and such Common Shares have been issued and
paid for as described in the Registration Statement, the Prospectuses and
any Prospectus Supplements thereto, such Common Shares will duly
authorized, validly issued, fully paid and nonassessable.
This opinion is delivered as of the date hereof and I disclaim any
responsibility to update this opinion at any time following the date hereof.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectuses.
Very truly yours,
/s/ JAMES W. GUEDRY
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-4 of International Paper
Company, of our reports dated February 7, 1997 and included or incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
New York, New York
April 9, 1997
