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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Form Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
May 19, 2000
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Date of Report (Date of Earliest Event Reported)
INTERNATIONAL PAPER COMPANY
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(Exact name of Registrant as specified in its charter)
NEW YORK 1-3157 13-0872805
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(State of Incorporation) (Commission File) (IRS Employer
Identification Number)
TWO MANHATTANVILLE ROAD, PURCHASE, NY 10577
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(Address of Principal executive offices)
914-397-1500
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(Telephone No.)
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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 Company announced in a press release that it launched an
exchange offer for all outstanding shares of common stock, including
the associated rights to purchase preferred stock, of Champion
International Corporation. The offer to exchange all outstanding
shares of Champion common stock for $75 per share expires at
midnight, EDT, June 16, 2000, unless the period is extended. This
exchange offer was made in connection with an Agreement and Plan of
Merger between International Paper and Champion dated May 12, 2000.
Champion shareholders will receive $50 in cash and $25 in
International Paper shares. The number of IP shares will be
determined by dividing $25 by the average of the volume weighted
averages trading prices of IP common stock on the NYSE for the 15
trading days randomly selected by IP and Champion from the 30
consecutive trading days ending on the third trading day prior to
the expiration date. If the average trading prices for the 15 days
is less than $34, the exchange ratio will be .7353.
International Paper will acquire the remaining Champion shares in a
merger in which each share of Champion common stock will be
converted into the right to receive $75 in cash and stock, the same
consideration being paid for shares tendered in the offer. Payment
for shares properly tendered and accepted will be made as promptly
as practicable after the expiration date.
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 dated May 19, 2000.
ITEM 8. CHANGES IN FISCAL YEAR
N/A
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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: May 22, 2000 /S/ CAROL M. SAMALIN
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Purchase, NY Carol M. Samalin
Assistant Secretary
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[GRAPHIC]
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2 MANHATTANVILLE ROAD
PURCHASE, NY 10577-2196
NEWS RELEASE
MEDIA CONTACT: James Lee, 914-397-1565
ANALYST CONTACTS: Carol Tutundgy, 914-397-1632;
Rochelle Weitzner, 914-397-1623
INTERNATIONAL PAPER LAUNCHES EXCHANGE OFFER FOR SHARES OF CHAMPION
INTERNATIONAL
PURCHASE, NEW YORK (May 19, 2000) -- International Paper (NYSE: IP) today
launched an exchange offer for all outstanding shares of common stock, including
the associated rights to purchase preferred stock, of Champion International
Corporation (NYSE: CHA). The offer to exchange all outstanding shares of
Champion common stock for $75 per share expires at midnight, Eastern Daylight
Time, June 16, 2000, unless the period is extended. This exchange offer is being
made in connection with an Agreement and Plan of Merger between International
Paper and Champion dated May 12, 2000.
Champion shareholders will receive $50 in cash and $25 in International Paper
shares. The number of IP shares will be determined by dividing $25 by the
average of the volume weighted averages trading prices of IP common stock on the
NYSE for the 15 trading days randomly selected by IP and Champion from the 30
consecutive trading days ending on the third trading day prior to the expiration
date. If the average trading prices for the 15 days is less than $34, the
exchange ratio will be .7353.
International Paper will acquire the remaining Champion shares in a merger in
which each share of Champion common stock will be converted into the right to
receive $75 in cash and stock, the same consideration being paid for shares
tendered in the offer.
Payment for shares properly tendered and accepted will be made as promptly as
practicable after the expiration date.
International Paper (www.internationalpaper.com) is the world's largest paper
and forest products company. Businesses include printing papers, packaging,
building materials, chemical products and distribution. As the largest private
landowner in the U.S., the company manages its forest under the principles of
the Sustainable Forestry Initiative (SFISM) program, a system that ensures the
perpetual growing and harvesting of trees while protecting wildlife, plants,
soil, air and water quality. Headquartered in the United States at Purchase,
N.Y., International Paper has operations in nearly 50 countries, employs nearly
100,000 people and exports its products to more than 130 nations.
