Supplement to Prospectus dated March 16, 1998
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-47583
NOTICE TO THE SHAREHOLDERS OF
THE WESTON PAPER AND MANUFACTURING CO.
As you know, a special meeting (the "Special Meeting") of holders of
shares of common stock of The Weston Paper and Manufacturing Co. is
scheduled for this Friday, April 17, 1998 at 11:30 a.m., Eastern Time, at
Country Club of Terre Haute, 57 Allendale Place, Terre Haute, Indiana
47802. At the Special Meeting, you will be asked to vote upon a proposal
to approve and adopt an Agreement and Plan of Merger, dated as of January
29, 1998, among Weston, International Paper Company and Wolverine
Acquisition Corp. (the "Merger Agreement"), pursuant to which a wholly
owned subsidiary of International Paper will merge with and into Weston
(the "Merger"), with Weston continuing as the surviving corporation in the
Merger.
Details of the Merger have been previously sent to you by Weston and
International Paper in a Proxy Statement/Prospectus dated March 16, 1998.
WHAT YOU WILL RECEIVE FOR YOUR WESTON COMMON STOCK
If the Merger is approved at the Special Meeting, pursuant to the
Merger Agreement, each share of your Weston common stock will be exchanged
for 9.0357 shares (the "Exchange Ratio") of International Paper common
stock. In accordance with Section 2.1(c) of the Merger Agreement and as
presented on page 9 of the Proxy Statement/Prospectus, the Exchange Ratio
was determined by dividing $447.6051 by $49.5375, which is the arithmetic
average of the closing sale prices of International Paper common stock
reported on the New York Stock Exchange Composite Tape on the last 20
trading days preceding the fifth such day prior to the date of the Special
Meeting. In an attempt to use simplified language in expressing this
formula in the summary on page 2 of the Proxy Statement/Prospectus, there
is an inaccurate reference that the 20-trading day period ended on (rather
than preceded) the fifth trading day prior to the date of the Special
Meeting.
FOR HOLDERS OF RECORD OF WESTON COMMON STOCK: Enclosed is a proxy card
which you may use to vote on the Merger. If you have already signed and
returned a proxy card, you need not take any action now. However, you may
revoke, or change a vote on, a proxy card at any time prior to its exercise
by (i) delivering, prior to the Special Meeting, to Dwight McKay, Treasurer
and Corporate Secretary, The Weston Paper and Manufacturing Co., 2001 North
19th Street, Terre Haute, Indiana 47804, a duly executed proxy bearing a
later date or time than a previously executed proxy; (ii) delivering a
written notice of revocation bearing a later date or time than the proxy;
or (iii) ATTENDING the Special Meeting and voting in person.
FOR HOLDERS OF VOTING TRUST CERTIFICATES: Under the terms of the
Voting Trust Agreement pertaining to your shares of Weston common stock,
only the trustees have authority to vote on the Merger at the Special
Meeting in the absence of a specific request by you for a proxy to vote the
shares of Weston common stock represented by your voting trust
certificates. A majority of the voting trustees have indicated that they
will vote in favor of the Merger. Therefore, if you are in favor of the
Merger, you need not take any action at this time. If you would like a
proxy to vote at the Special Meeting, you may contact Edward T. Turner,
Jr., Chairman and Chief Executive Officer of Weston, at (812) 232-0521.
We look forward to your support of the Merger at the Special Meeting.
THE WESTON PAPER AND MANUFACTURING CO. INTERNATIONAL PAPER COMPANY
April 14, 1998
