EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
for
FLOATING RATE NOTES JULY 8, 2002
8% NOTES DUE JULY 8, 2003
8 1/8% NOTES DUE JULY 8, 2005
of
INTERNATIONAL PAPER COMPANY
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of International Paper Company, a New York corporation (the
"Company"), made pursuant to the Prospectus, dated o, 2000 (as the same may be
amended or supplemented from time to time the "Prospectus"), if certificates for
the outstanding Floating Rate Notes due July 8, 2002 or outstanding 8 % Notes
due July 8, 2003 or outstanding 8 1/8% Notes due July 8, 2005 (collectively, the
"Old Notes") are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit the Old
Notes, the Letter of Transmittal and all other required documents to reach The
Bank of New York (the "Exchange Agent") on or prior to 5:00 p.m., New York City
time, on the Expiration Date of the Exchange Offer. This Notice of Guaranteed
Delivery may be delivered by hand, overnight courier or mail, or transmitted by
facsimile transmission, to the Exchange Agent as set forth below. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus. Capitalized terms
used herein but not defined herein have the respective meanings given to them in
the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JANUARY o, 2000 UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
To: The Bank of New York, as Exchange Agent
By Mail or Hand/Overnight Delivery: By Facsimile:
The Bank of New York o
101 Barclay Street
New York, NY 10286 Confirm by Telephone:
Attention: o
o
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO
GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL
IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER
THE
INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE Name(s) of Registered Holder(s):
Signature(s) of Owner(s) or _________________________________
Authorized Signatory:_______________________ _________________________________
____________________________________________ Address:_________________________
Principal Amount of Old Notes Tendered:* _________________________________
____________________________________________ Area Code and Telephone No.:
_________________________________
____________________________________________ If Old Notes will be
tendered by book-entry
transfer provide the following
Certificate No(s). of Old Notes information:
(if available):
____________________________________________ Signature:_______________________
____________________________________________ DTC Account Number:______________
Date:_______________________________________ Date:___________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) of Old
Notes exactly as its (their) name(s) appear on certificates for Old Notes or on
a security position listing as the owner of Old Notes, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorneyinfact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
Please print name(s) and address(es)
Name(s):________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
________________________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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* Must be in denominations of principal amount of $100,000 and integral
multiples of $1,000 in excess thereof, provided that if fewer than all of
the Old Notes of a holder are tendered for exchange, the untendered
principal amount of the holder's remaining Old Notes must be $100,000 or
any integral multiple of $1,000 in excess thereof.
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<PAGE>
GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") as an
"eligible guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker, municipal
securities dealer, government securities broker or government securities dealer;
(iii) a credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of the
foregoing being referred to as an "Eligible Institution"), hereby guarantees to
deliver to the Exchange Agent at the address set forth above, either the Old
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letters of Transmittal (or facsimile thereof or
agent's message in lieu thereof) and any other required documents within three
New York Stock Exchange trading days after the Expiration Date.
The undersigned acknowledges that it must deliver the Letter of Transmittal
(or agent's message in lieu thereof) and Old Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in financial loss to the undersigned.
Name of Firm:___________________________ ___________________________________
(Authorized Signature)
Address:________________________________ Name:______________________________
________________________________________
(Include Zip Code) Title:_____________________________
Area Code and
Telephone No.:__________________________ Date:______________________________
DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
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