INTERNATIONAL PAPER CO /NEW/
8-K, 1998-01-14
PAPER MILLS
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<PAGE>

                          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
                                           
                                           
                                   JANUARY 13, 1998

               -----------------------------------------------------

                  Date of Report (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                          (IRS Employer
Incorporation)            File)                       Identification Number)


                     Two Manhattanville Road, Purchase, NY  10577
               -----------------------------------------------------
                       (Address of Principal executive offices)

                                   914-397-1500
                                   ---------------
                                   (Telephone No.)

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

ITEM 1.        CHANGES IN CONTROL OF REGISTRANT

               N/A

ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS

               N/A

ITEM 3.        BANKRUPTCY OR RECEIVERSHIP

               N/A

ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

               N/A

ITEM 5.        OTHER EVENTS

               The registrant reported on earnings for the fourth quarter and 
               the year.


ITEM 6.        RESIGNATIONS OF REGISTRANT'S DIRECTORS

               N/A

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

               (a)  Financial Statements:
                    N/A

               (b)  Pro Forma Financial Information:
                    N/A

               (c)   Exhibits:

                                 (99) Press Release of January 13, 1998

               ITEM 8.   CHANGES IN FISCAL YEAR

               N/A

<PAGE>

                                      Signature

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        INTERNATIONAL PAPER COMPANY
                                        (Registrant)



Date:  January 13, 1998                   /S/ CAROL M. SAMALIN  
                                   --------------------------------------
        Purchase, NY               Carol M. Samalin
                                   Assistant Secretary


<PAGE>
                                                                      EXHIBIT 99

                Media Contacts:               Analyst Contacts:
                Phillip Giaramita             Carol Tutundgy
                (914) 397-1665                (914) 397-1632
                Molly Sullivan                Maryanne Rupy
                (914) 397-1652                (914) 397-1626
                                              Brian Turcotte
                                              (914) 397-1623


                       INTERNATIONAL PAPER EARNS $132 MILLION; 
                  44 CENTS PER SHARE FOR QUARTER AFTER SPECIAL ITEMS

January 13, 1998

PURCHASE, N.Y. -- International Paper reported fourth-quarter 1997 net 
earnings after special items of $132 million, or 44 cents per share.  Special 
items included a charge of $125 million ($80 million after taxes, or 26 cents 
per share) for anticipated losses associated with the sale of its imaging 
businesses, and a gain of $170 million ($97 million after taxes and minority 
interest expense, or 32 cents per share) from the redemption of certain 
retained partnership interests in Western timberlands and the release of a 
related debt guaranty.

     International Paper's earnings before special items were $115 million, 
or 38 cents per share, a 12-percent improvement over third-quarter net 
earnings of $102 million, or 34 cents per share.  Sales for the quarter were 
$5.1 billion, even with the third quarter.  Earnings before special items for 
1996's fourth-quarter were $100 million, or 33 cents per share.

     Full-year 1997 net earnings before the fourth-quarter special items and 
those recorded in the second quarter for restructuring and legal expenses 
were $310 million, or $1.03 per share, compared with earnings before special 
items of $434 million, or $1.49 per share, in 1996.  Sales in 1997 of $20.1 
billion were even with 1996 sales.  For 1997, the company recorded a loss of 
$151 million, or $.50 per share, after special items.

<PAGE>

     "Overall market conditions were disappointing for most of 1997," said 
John T. Dillon, International Paper's chairman and chief executive officer. 
"Although we surpassed our cost reduction goal of $300 million before taxes, 
price decreases in our major product lines significantly exceeded that 
amount. For 1998, although we expect pricing to improve, particularly in the 
second half of the year, we have set even more aggressive profit improvement 
targets. We are on schedule to complete all of our previously announced asset 
sales before mid-year," Dillon said.

     Recent sales include the company's minority interest in Productores de 
Papeles, S.A. (Propal), a paper manufacturer based in Cali, Colombia; the 
imaging product division's photo business--consisting primarily of Ilford 
Photo and related operations--and its Anchor Chemical subsidiary.

     Other previously announced divestitures scheduled for completion in 1998 
include:

         -- the imaging product division's printing business--lithographic 
printing plates and graphic-arts films;

         --  the Veratec nonwovens division;

         -- several decorative panels businesses--two medium density 
fiberboard plants, two particleboard plants and the low-pressure laminate 
business; and,

         --  International Paper's label business.


     In 1997's fourth quarter, earnings for the printing papers segment 
increased from the third quarter due to improved pricing conditions for 
coated and uncoated papers, and strengthening economic conditions in Europe.  
These factors more than offset a substantial decline in pulp profits, which 
were adversely affected by economic conditions in Asia.

<PAGE>

     Earnings from the company's packaging businesses were up over the 
previous quarter, largely due to stronger containerboard prices.  Profits 
were down in liquid packaging, which was impacted by the devaluation of the 
Korean won. Separately, the company said today that it has reached a 
preliminary agreement on a joint venture with the largest manufacturer of 
corrugated boxes in Turkey that would increase International Paper's global 
presence in this important market segment.  

     Forest products earnings rose slightly from already high levels, as 
increased profits from timber sales were greater than declines in wood 
product prices.

     Distribution earnings were ahead of third-quarter results as the 
company's European operations returned to profitability.

     Specialty products earnings were down, essentially due to weakness in 
Asia and a seasonal slowdown in the building products industry.

     "For this year, we will take whatever steps are necessary to improve the 
financial performance of the company," Dillon said.  "These include extending 
our internal performance improvements, further strengthening relationships 
with customers, focusing all businesses to achieve their return on investment 
objectives, keeping inventories at lowest possible levels and not adding any 
significant new capacity."

     International Paper, in its 100th year of operation, is a worldwide 
producer of printing papers, packaging and forest products.  The company also 
operates specialty businesses in global markets as well as a broadly-based 
distribution network.  Headquartered in Purchase, N.Y., the company has 
operations in 31 countries, employs more than 80,000 people and exports its 
products to more than 130 nations.

                                         ### 
<PAGE>

                              International Paper Company
                           Summary of Consolidated Earnings 
                               Preliminary and Unaudited 
            (In millions except for net sales and per share amounts)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED            TWELVE MONTHS ENDED
                                                                       DECEMBER 31                    DECEMBER 31
                                                                  ----------------------  ----------------------------------
                                                                    1997        1996               1997            1996
                                                                  ---------     -----------      ---------       -----------
<S>                                                               <C>           <C>              <C>            <C>
Net Sales (In billions).........................................  $     5.1     $       5.1      $    20.1      $      20.1
                                                                  ---------     -----------      ----------       ---------------
Earnings Before Interest, Income Taxes and Minority Interest....        372 (a)         154 (b)        506 (a,c)      1,332 (b,d)

    Interest expense, net.......................................        115             132            490              530
                                                                  ---------     -----------      ----------       ---------------
Earnings Before Income Taxes and Minority Interest..............        257 (a)          22 (b)         16 (a,c)        802 (b,d)

    Income tax provision........................................         94 (a)           1 (b)         38 (a,c)        330 (b,d)

    Minority interest expense, net of taxes.....................         31 (a)          26            129 (a)          169 (d)
                                                                  ---------     -----------      ----------       ---------------
Net Earnings (Loss).............................................  $     132 (a)          (5)(b)  $    (151)(a,c)     $  303 (b,d)
                                                                  ---------     -----------      ----------       ---------------
                                                                  ---------     -----------      ----------       ---------------

Earnings (Loss) Per Common Share................................  $    0.44 (a)  $    (0.02)(b)  $   (0.50)(a,c)     $ 1.04 (b,d)
                                                                  ---------     -----------      ----------       ---------------
                                                                  ---------     -----------      ----------       ---------------

Average Shares of Common Stock Outstanding......................      302.2           300.2         301.6            292.1
                                                                  ---------     -----------      ----------       ---------------
                                                                  ---------     -----------      ----------       ---------------

</TABLE>
 
- ------------------------
 
(a) Includes a pre-tax charge of $125 million ($80 million after taxes or $0.26
    per share) for anticipated losses associated with the sale of the imaging
    businesses and a pre-tax gain of $170 million ($97 million after taxes and
    minority interest expense or $0.32 per share) from the redemption of certain
    retained partnership interests in Western timberlands and the release of a
    related debt guaranty.
 
(b) Includes a $165 million pre-tax charge ($105 million after taxes or $0.35
    per share) for the write-down of the investment in Scitex.
 
(c) Includes a $535 million pre-tax business improvement charge ($385 million
    after taxes or $1.28 per share) and a $150 million pre-tax provision for
    legal reserve ($93 million after taxes or $0.31 per share).
 
(d) Includes a $515 million pre-tax restructuring and asset impairment charge
    ($362 million after taxes or $1.35 per share) and a $592 million pre-tax
    gain ($336 million after taxes and minority interest expense or $1.25 per
    share) on the sale of a partnership interest in Western timberlands.

<PAGE>

INTERNATIONAL PAPER 
SALES BY BUSINESS SEGMENT 
Preliminary and Unaudited
(In Millions)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED   TWELVE MONTHS ENDED
                                                                              DECEMBER 31,          DECEMBER 31,
                                                                          --------------------  --------------------
<S>                                                                       <C>        <C>        <C>        <C>
                                                                            1997       1996       1997       1996
                                                                          ---------  ---------  ---------  ---------
Printing Papers.........................................................  $   1,415  $   1,420  $   5,550  $   5,640

Packaging...............................................................      1,270      1,260      4,950      4,945

Distribution............................................................      1,205      1,160      4,690      4,675

Specialty Products......................................................        840        885      3,450      3,475

Forest Products.........................................................        710        700      2,715      2,665

Less: Intersegment Sales................................................       (359)      (281)    (1,259)    (1,257)
                                                                          ---------  ---------  ---------  ---------
                                                                          $   5,081  $   5,144  $  20,096  $  20,143
                                                                          ---------  ---------  ---------  ---------
                                                                          ---------  ---------  ---------  ---------
</TABLE>
 


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