SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
INTERNATIONAL PAPER CAPITAL TRUST III
INTERNATIONAL PAPER COMPANY
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(Exact Name of Registrant as specified in its Charter)
DELAWARE APPLIED FOR
NEW YORK 13-0872805
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(State of Incorporation or (I.R.S. Employer Identification No.)
Organization
c/o INTERNATIONAL PAPER COMPANY
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
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(Address of principal (Zip Code)
executive offices)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of
securities and is effective debt securities and is to
upon filing pursuant to General become effective simultaneously
Instruction A(c)(1) please with the effectiveness of a
check the following box.( ) concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box.( )
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
to be so Registered Each Class is to be Registered
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77/8% CAPITAL SECURITIES NEW YORK STOCK EXCHANGE
issued by International
Paper Capital Trust III
(and the Guarantee by
International Paper
Company with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby consist of the
77/8% Capital Securities (the "Capital Securities"), representing undivided
beneficial interests in the assets of International Paper Capital Trust
III, a statutory business trust created under the laws of the State of
Delaware (the "Trust") together with the Capital Securities Guarantee (the
"Guarantee") by International Paper Company (the "Company"), a New York
corporation, in favor of the holders of the Capital Securities.
For a description of the Capital Securities, reference is made to
the information set forth in the prospectus dated September 10, 1998, under
the heading "Description of the Trust Capital Securities and Trust
Guarantees" in the Registration Statement on Form S-3 (Registration No.
333-62661) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") on September 1, 1998 under the
Securities Act of 1933, as amended (the "Act") and the information set
forth in the prospectus supplement dated September 17, 1998 under the
headings "Description of Capital Securities," "Description of Guarantee"
and "Relationship Among the Capital Securities, the Subordinated Debentures
and the Guarantee" filed with the Commission pursuant to Rule 424(b) on
September 21, 1998, which descriptions are incorporated herein by
reference. Definitive copies of the prospectus and the prospectus
supplement describing the terms of the Capital Securities have been filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
are incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of International Paper Trust III (incorporated
herein by reference to Exhibit 4.7 to the Registration Statement).
2.2 Amended and Restated Declaration of Trust dated September 24, 1998
used in connection with the issuance of Capital Securities
(incorporated herein by reference to Exhibit 4.11 to the Company's
Current Report on Form 8-K dated September 24, 1998).
2.3 Indenture for Subordinated Debt Securities ("Indenture"), dated as of
September 15, 1998, between the Company and The Bank of New York, as
indenture trustee (incorporated herein by reference to Exhibit 4.5 to
the Company's Current Report on Form 8-K dated September 24, 1998).
2.4 First Supplemental Indenture to the Indenture, dated as of September
24, 1998 (incorporated herein by reference to Exhibit 4.15 to the
Company's Current Report on Form 8-K dated September 24, 1998).
2.5 Form of Capital Security (included in Exhibit 2.2).
2.6 Capital Securities Guarantee Agreement, dated as of September 24, 1998
(incorporated herein by reference to Exhibit 4.12 to the Company's
Current Report on Form 8-K dated September 24, 1998).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL PAPER CAPITAL TRUST III
Dated: September 29, 1998 By: /s/ Robert C. McPhillips
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Name: Robert C. McPhillips
Title: Regular Trustee
By: /s/ Roger P. Becker
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Name: Roger P. Becker
Title: Regular Trustee
By: /s/ Virginia A. Lane
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Name: Virginia A. Lane
Title: Regular Trustee
INTERNATIONAL PAPER COMPANY,
Sponsor of the registrant and Guarantor
under the Guarantee
By: /s/ James W. Guedry
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Name: James W. Guedry
Title: Vice President, Associate
General Counsel and Secretary
