SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
International Paper Company
------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Union Camp Corporation
--------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. .
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SCRIPT UCC/IP MERGER VALUATION "HOTLINE"
1-877-278-9293
Welcome to International Paper's daily update on the exchange ratio for its
merger with Union Camp. The exchange ratio provides that you will receive
between 1.47 and 1.6247 International Paper shares for every Union Camp share
you own.
Based on the closing prices of International Paper common stock as of the
end of the regular session, as reported on The New York Stock Exchange
Consolidated Tape, Network A, over the twenty trading days prior to (RECENT
DATE), the exchange ratio would be (RATIO), if one calculates the average of the
ten trading days with the lowest closing prices in this period, or (RATIO), if
one calculates the average of the ten trading days with the highest closing
prices in this period. Assuming these exchange ratios and average prices, the
hypothetical value of the International Paper common shares to be received by
Union Camp shareholders would be $(RATIO x IP CLOSING PRICE) per Union Camp
share, based on an exchange ratio of (RATIO) or $(RATIO x IP CLOSING PRICE) per
Union Camp share based on an exchange ratio of (RATIO). If the average
International Paper share price was equal to its (DATE) closing price of
(CLOSING PRICE), the exchange ratio for each Union Camp share would be (RATIO)
and the hypothetical value per Union Camp share would be $(RATIO x IP CLOSING
PRICE) per share. The prices that we use to calculate these exchange ratios and
the ultimate exchange ratio are the closing prices that should be regularly
reported on a daily basis in The Wall Street Journal.
However, these are only hypothetical examples. Shareholders should
understand that these calculations may not indicate the final exchange ratio for
the merger and these hypothetical values almost certainly will not reflect the
actual value of the International Paper shares to be issued in the merger. To
better understand the exchange ratio and the factors affecting the value of the
International Paper shares to be issued in the merger, you should read our Joint
Proxy Statement/Prospectus, especially pages 5- 6, 11-12 and 60.
If you need further explanation, please press 0 and ask the operator to
transfer you to Judy Pirroat at extension 1667. Have a nice day.
