UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB number 3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
International Paper Company
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(Name of Issuer)
Common Stock
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(Title Of Class of Securities)
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460146103
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP NO. 460146103 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) []
(b) []
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
NUMBER OF --------------------------------------------------------
SHARES BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 31,801,523
PERSON --------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
31,801,523
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,801,523
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.3%
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12 TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
International Paper Company (the "Company")
Item 1 (b) Address of Issuer's Principal Executive Offices:
Two Manhattanville Road
Purchase, New York 10577
Item 2 (a) Names of Person Filing:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
See Cover Page
Item 2 (e) CUSIP Number:
See Cover Page
Item 3
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is a
broker-dealer registered under Section 15 of the Act. MLPF&S is a sponsor of
various unit investment trusts ("UITs") which invest in equity securities of the
Company. The UITs have the right to receive, or the power to direct the receipt
of dividends from or the proceeds from the sale of, the securities reported
herein.
Item 4 Ownership
(a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to
ss. 240.13d-4, MLPF&S (the "Reporting Person") disclaims beneficial ownership of
the securities of the Company referred to herein, and the filing of this
Schedule 13G shall not be construed as an admission that the Reporting Person
is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner
of any securities of the Company covered by this statement, other than certain
securities of the Company held in MLPF&S proprietary accounts.
Page 3 of 5 Pages
<PAGE>
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
MLPF&S is a sponsor of various UITs which invest in equity securities
as defined in ss. 240.13d-1(d). While the UITs have the right to receive, or the
power to direct the receipt of dividends from or the proceeds from the sale of,
the securities reported herein, no single UIT's interest relates to more than 5%
of the class of securities reported herein.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group.
Not Applicable
Item 9 Notice of Dissolution of Group.
Not Applicable
Page 4 of 5 Pages
<PAGE>
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Andrea Lowenthal
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Name: Andrea Lowenthal
Title: Attorney-in-fact*
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* Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of
which is attached hereto as Exhibit A.
Page 5 of 5 Pages
Exhibit A to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the
"Corporation") a corporation duly organized under the laws of Delaware, with its
principal place of business at World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any
other individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281, as its true and lawful attorneys-in-fact, for
it and in its name, place and stead (i) to execute on behalf of the Corporation
and cause to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any
number, as appropriate, of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial
Ownership Reports (together with any amendments and joint filing agreements
under Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed
and/or delivered with respect to any equity security (as defined in Rule
13d-1(d) under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in all
respects as if the undersigned could do if personally present. This Power of
Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney, this 17th day of November 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
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Name: David H. Komansky
Title: President and Chief Operating Officer
