PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED NOVEMBER 14, 1995)
9,000,000 Convertible Preferred Securities
INTERNATIONAL PAPER CAPITAL TRUST
5 1/4% Convertible Preferred Securities
(liquidation preference $50 per Convertible Preferred Security)
guaranteed to the extent set forth in the Prospectus by,
and convertible into Common Stock of,
INTERNATIONAL PAPER COMPANY
This Prospectus Supplement No. 2 supplements and amends the
Prospectus dated November 14, 1995 (the "Prospectus") relating to
the 9,000,000 5 1/4% Convertible Preferred Securities (the
"Convertible Preferred Securities"), liquidation preference $50
per Convertible Preferred Security, which represent undivided
beneficial ownership interests in the assets of the International
Paper Capital Trust, a statutory business trust formed under the
laws of the State of Delaware (the "Trust" or the "Issuer"), and
the shares of the common stock, par value $1.00 per share, and
the accompanying common stock purchase rights as described in the
Prospectus ("International Paper Common Stock") of International
Paper Company, a New York corporation ("International Paper" or
the "Company"), issuable upon conversion of the Convertible
Preferred Securities.
The table on pages 46 and 47 of the Prospectus, which sets forth
information with respect to the Selling Holders (as defined in
the Prospectus) and the respective number of Convertible
Preferred Securities beneficially owned by each Selling Holder
that may be offered pursuant to the Prospectus (as supplemented
and amended), is hereby amended by the deletion of item 64 and
the "Total" line of that table and the substitution therefor of
the following:
Selling Holder Number of Convertible
Preferred Securities
"64. Fidelity Devonshire Trust:
Fidelity Equity-Income Fund . . . . . 302,600
65. Fidelity Management Trust Company
on behalf of accounts managed by it . 58,100
66. The Northwestern Mutual Life
Insurance Company . . . . . . . . . . 400,000*
67. Landesbank Schleswig-Holstein
International S.A. . . . . . . . . . 70,000
68. Any other holder of Convertible
Preferred Securities or future
transferee from any such holder . . . 5,745,100
Total . . . . . . . . . . . . . . . 9,000,000
--------------------
* Includes 40,000 Convertible Preferred Securities held in The
Northwestern Mutual Life Insurance Company Group Annuity Separate
Account."
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5 OF THE
PROSPECTUS.
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 Supplement No. 2 is June 26, 1997.
