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EXHIBIT 99.6
Goldman, Sachs & Co./85 Broad Street/New York, New York 10004
Tel: 212-902-1000
PERSONAL AND CONFIDENTIAL
June 9, 2000
Board of Directors
Champion International Corporation
One Champion Plaza
Stamford, CT 06921
Re: Amendment No. 2 to Registration Statement on Form S-4 (file No.
333-37390) of International Paper Company ("IP") relating to shares of
Common Stock, par value $1.00 per share, being registered in
connection with the offer to exchange all of the outstanding shares of
Common Stock, par value $0.50 per share (the "Common Stock"), of
Champion International Corporation (the "Company")
Ladies and Gentlemen:
Reference is made to our opinion letter dated May 12, 2000 with respect to
the fairness from a financial point of view to the holders of the outstanding
shares of Common Stock (other than IP) of the Consideration (as defined therein)
to be received by such holders pursuant to the Agreement and Plan of Merger, by
and among IP, Condor Acquisition Corporation, a direct wholly-owned subsidiary
of IP, and the Company.
The foregoing opinion letter is provided for the information and assistance
of the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to refer to our
opinion in the above-referenced Registration Statement. Our opinion is not
intended to, and may not, be relied upon by IP or its shareholders.
In that regard, we hereby consent to the incorporation by reference of the
opinion of our Firm into the above-mentioned Registration Statement and to the
reference to such opinion under the captions "Questions and Answers about the
Proposed Acquisition" and "Reasons for the Offer -- Reasons for the Champion
Board's Recommendation; Factors Considered." Notwithstanding the foregoing, it
is understood that our consent is being delivered solely in connection with the
filing of the above-mentioned version of the Registration Statement and that our
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose, nor is it to be filed with, included in or referred to in whole
or in part in any registration statement (including any subsequent amendments to
the above-mentioned Registration Statement), proxy statement or any other
document, except in accordance with our prior written consent. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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(GOLDMAN, SACHS & CO.)
