As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333- o
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
INTERNATIONAL PAPER COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
New York 2600 13-0872805
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Number) Identification Number)
</TABLE>
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1632
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
-----------------------
Barbara L. Smithers, Esq.
Vice President and Corporate
Secretary
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1632
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
-----------------------
Copy to:
Francis Morison, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
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CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed
Amount to be Maximum Proposed Maximum
Title of Each Class Registered Offering Price Aggregate Amount of
of Securities to be Registered Per Unit (1) Offering Price (1) Registration Fee
----------------------------------------------------------------------------------------------------------------------
<S> <C> C> <C> <C>
New Floating Rate Notes due July 8, 2002..... $ 800,000,000 100.174% 801,392,000 $ 211,567.49
New 8% Notes due July 8, 2003................ $ 1,200,000,000 101.845% 1,222,140,000 $ 322,644.96
New 8 1/8% Notes due July 8, 2005 $ 1,000,000,000 102.99 % 1,029,900,000 $ 271,893.60
----------------------------------------------------------------------------------------------------------------------
Total $ 3,000,000,000 - $3,053,432,000 $ 806,106.05
======================================================================================================================
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(1) Determined pursuant to Rule 457(f), solely for the purpose of calculating
the registration fee, on the basis of the average of the bid and asked
price for the securities on October 17, 2000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, dated o, 2000
Prospectus
o, 2000
[INTERNATIONAL PAPER COMPANY LOGO]
International Paper Company
Offer to Exchange
$800,000,000 Floating Rate Notes due July 8, 2002
$1,200,000,000 8% Notes due July 8, 2003
$1,000,000,000 8 1/8% Notes due July 8, 2005
for
$800,000,000 New Floating Rate Notes Due July 8, 2002
$1,200,000,000 New 8% Notes due July 8, 2003
$1,000,000,000 New 8 1/8% Notes due July 8, 2005
-----------------------
We are offering to exchange up to $800,000,000 principal amount of our New
Floating Rate Notes due July 8, 2002, $1,200,000,000 principal amount of our
New 8% Notes due July 8, 2003 and $1,000,000,000 principal amount of our New
8 1/8% Notes due July 8, 2005 (collectively, the New Notes), which will be
registered under the Securities Act of 1933, as amended, for up to $800,000,000
principal amount of our existing Floating Rate Notes due July 8, 2002,
$1,200,000,000 principal amount of our existing 8% Notes due July 8, 2003 and
$1,000,000,000 principal amount of our existing 8 1/8% Notes due July 8, 2005
(collectively, the Old Notes). We are offering to issue the New Notes to
satisfy our obligations contained in the registration rights agreement entered
into when the Old Notes were sold in transactions permitted by Rule 144A and
Regulation S under the Securities Act.
The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that the transfer restrictions, registration
rights and additional interest provisions relating to the Old Notes do not
apply to the New Notes.
The exchange offer and withdrawal rights will expire at 5:00 p.m. New York
City time, on o, 2000 unless extended.
-----------------------
To exchange your Old Notes for New Notes:
o You must complete and send the letter of transmittal that accompanies
this prospectus to the exchange agent by 5:00 p.m., New York time, on
o, 2000, unless extended.
o If your Old Notes are held in book-entry form at The Depository Trust
Company, you must instruct DTC, through your signed letter of
transmittal, that you wish to exchange your Old Notes for New Notes.
When the exchange offer closes, your DTC account will be changed to
reflect your exchange of Old Notes for New Notes.
o You should read the section called "The Exchange Offer" for
additional information on how to exchange your Old Notes for New
Notes.
-----------------------
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
<PAGE>
-----------------------
You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with
information that is different. We are not making an offer of these securities
in any state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of those documents.
-----------------------
TABLE OF CONTENTS
Page
----
Where You Can Find More Information............................................4
Special Note Regarding Forward-Looking Information.............................5
Summary........................................................................6
The Company....................................................................9
Recent Developments............................................................9
No Cash Proceeds to the Company...............................................10
Ratio of Earnings to Fixed Charges............................................10
Description of the New Notes..................................................11
The Exchange Offer............................................................21
Certain United States Income Tax Considerations...............................30
Plan of Distribution..........................................................31
Notice to Investors...........................................................32
Validity of the New Notes.....................................................33
Experts.......................................................................33
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act and we file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
Our SEC filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference facilities:
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<S> <C> <C>
Public Reference Room Office New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
We incorporate by reference in this prospectus the following documents
filed by us with the SEC:
(i) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed with the SEC on March 27, 2000;
(ii) Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2000, filed with the SEC on May 12, 2000; and
(iii) Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, filed with the SEC on August 11, 2000;
(iv) Our Registration Statement on Form S-4, filed with the SEC on
May 19, 2000, as amended on June 9, 2000; and
(v) Our Current Reports on Form 8-K, filed with the SEC on each of
January 11, 2000, February 17, 2000, March 24, 2000, April 11, 2000, April
26, 2000, May 19, 2000, May 22, 2000, June 29, 2000, July 12, 2000,
October 4, 2000 and October 18, 2000.
Any statement made in a document incorporated by reference or deemed
incorporated herein by reference is deemed to be modified or superseded for
purposes of this prospectus if a statement contained in this prospectus or in
any other subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus. We also incorporate by
reference all documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act after the date of this exchange offer and prior to
the termination of this exchange offer.
Statements made in this prospectus or in any document incorporated by
reference in this prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in
each instance reference is made to the copy of the contract or other document
filed as an exhibit to the documents incorporated by reference, each statement
being qualified in all material respects by that reference.
We will promptly provide without charge to you, upon oral or written
request, a copy of any or all of the documents incorporated by reference in
this prospectus. To obtain timely delivery, you must request the information no
later than o, 2000, or five business days before the expiration date, if the
exchange offer is extended. Requests should be directed to International Paper
Company, Two Manhattanville Road,
4
<PAGE>
Purchase, New York 10577, Attention: Investor Relations Department, Telephone:
(914) 297-1500, Fax No. (914) 397-1505.
We have filed with the SEC under the Securities Act and the rules and
regulations thereunder a registration statement on Form S-4 with respect to the
New Notes issuable pursuant to the exchange offer. This prospectus does not
contain all of the information contained in the registration statement, certain
portions of which have been omitted pursuant to the rules and regulations of
the SEC and to which reference is hereby made.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Some of the statements included or incorporated by reference in this
prospectus constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. These statements involve known and unknown risks, uncertainties and other
factors which may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. These factors include, among
others, the following:
o changes in overall demand;
o changes in domestic or foreign competition;
o changes in the cost or availability of raw materials;
o cost of compliance with environmental laws and regulations;
o cost savings expected to result from our recent acquisition of Champion
International Corporation may not be fully realized or realized within the
expected time frame;
o risks relating to whether or not announced rationalization plans will
improve the supply and demand balance;
o operating results following the proposed acquisition may be lower than
expected;
o competitive pressure among companies in our industry may increase
significantly;
o adverse changes in the interest rate environment may reduce interest
margins or adversely affect asset values of our company;
o general economic conditions, whether nationally or in the market areas
in which we conduct business, may be less favorable than expected;
o legislation or regulatory changes may adversely affect the businesses in
which we are engaged; or
o adverse changes may occur in the securities markets.
As a result of the foregoing and other factors, no assurance can be given
as to our future results and achievements. Neither International Paper nor any
other person assumes responsibility for the accuracy and completeness of these
statements.
5
<PAGE>
SUMMARY
The following summary contains basic information about this exchange
offer. It may not contain all the information that is important to you in
making your investment decision. More detailed information appears elsewhere in
this prospectus and in our consolidated financial statements and accompanying
notes that we incorporate by reference. "The Exchange Offer" and the
"Description of the New Notes" sections of this prospectus contain more
detailed information regarding the terms and conditions of the exchange offer
and the New Notes. Certain capitalized terms used in this prospectus summary
are defined elsewhere in this prospectus. Unless the context clearly implies
otherwise, the words "company," "we," "our," "ours," "us" and "International
Paper" refer to International Paper Company, a New York corporation.
THE EXCHANGE OFFER
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<S> <C>
New Notes............................................ $800,000,000 in principal amount of our New Floating
Rate Notes due July 8, 2002.
$1,200,000,000 in principal amount of our New 8%
Notes due July 8, 2003.
$1,000,000,000 in principal amount of our New 8 1/8%
Notes due July 8, 2005.
The Exchange Offer................................... We are offering to issue the New Notes in exchange for a
like principal amount of outstanding Old Notes that we
issued on June 14, 2000. We are offering to issue the
New Notes to satisfy our obligations contained in the
registration rights agreement we entered into when we
sold the Old Notes in transactions pursuant to Rule 144A
and Regulation S under the Securities Act. The Old Notes
were subject to transfer restrictions that will not apply to
the New Notes so long as you are acquiring the New
Notes in the ordinary course of your business, you are not
participating in a distribution of the New Notes and you
are not an affiliate of ours.
Maturity Dates....................................... Each New Note will mature on July 8th of its year of
maturity.
Interest Payment Dates............................... The New 8% Notes due July 8, 2003 and the New 8 1/8%
Notes due July 8, 2005 will each pay interest
semiannually on January 8 and July 8, commencing
January 8, 2001.
The New Floating Rate Notes will payinterest quarterly on
January 8, April 8, July 8 and October 8, commencing on October
8, 2000.
Ranking.............................................. The New Notes are unsecured senior obligations of ours
and will rank equally with all of our other senior
unsecured indebtedness.
Optional Redemption.................................. We may redeem some or all of the New Notes at any time
or from time to time at the redemption price described
6
<PAGE>
under the heading "Description of the New Notes-- Optional
Redemption" plus accrued interest, if any, to the date of
redemption.
Certain Covenants.................................... The Indenture governing the New Notes contains
covenants that, among other things, limit our ability to:
o create liens;
o engage in certain sale/leaseback transactions;
o merge or consolidate with another company; or
o transfer substantially all of our assets.
For more details, see the section under the heading
"Description of the New Notes-- Covenants" in the prospectus.
Use of Proceeds...................................... We will not receive any proceeds from the issuance of the
New Notes.
Denominations and Issuance of New Notes.............. Each series of the New Notes will be represented by one
or more permanent global notes in definitive, fully
registered form without interest coupons and will be
deposited with the trustee as a custodian for, and
registered in the name of and nominee of, The Depository
Trust Company. The certificates representing the New
Notes will be issued in minimum denominations of
$1,000 and integral multiples of $1,000 above that
amount.
Tenders, Expiration Date, Withdrawal................. The exchange offer will expire at 5:00 p.m., New York
City time, on o, 2000, unless it is extended. To tender
your Old Notes you must follow the detailed procedures
described under the heading "The Exchange Offer
--Process for Tendering" including special procedures for
certain beneficial owners and broker-dealers. If you
decide to exchange your Old Notes for New Notes, you
must acknowledge that you do not intend to engage in and
have no arrangement with any person to participate in a
distribution of the New Notes. If you decide to tender
your Old Notes pursuant to the exchange offer, you may
withdraw them at any time prior to 5:00 p.m., New York
City time, on the expiration date.
Federal Income Tax Consequences...................... Your exchange of Old Notes for New Notes pursuant to
the exchange offer will not result in a gain or loss to you.
Exchange Agent....................................... The Bank of New York is the exchange agent for the
exchange offer.
Failure to Exchange Your Old Notes................... If you fail to exchange your Old Notes for New Notes in
the exchange offer, your Old Notes will continue to be
subject to transfer restrictions and you will not have any
further rights under the registration rights agreement,
7
<PAGE>
including any right to require us to register your Old
Notes or to pay any additional interest.
Trading Market....................................... To the extent that Old Notes are tendered and accepted in
the exchange offer, your ability to sell untendered, and
tendered but unaccepted, Old Notes could be adversely
affected. There may be no trading market for the Old
Notes.
There can be no assurance that an active public market for
the New Notes will develop or as to the liquidity of any
market that may develop for the New Notes, the ability of
holders to sell the New Notes, or the price at which holders
would be able to sell the New Notes. For more details, see
the section under the heading "Notice to Investors."
</TABLE>
8
<PAGE>
THE COMPANY
We are a New York corporation incorporated in 1941 as the successor to the
New York corporation of the same name organized in 1898, with our principal
offices located at Two Manhattanville Road, Purchase, New York 10577. Our
telephone number is (914) 397-1500.
We are a global paper and forest products company that is complemented by
an extensive distribution system. We produce printing and writing papers, pulp,
tissue, paperboard and packaging and wood products. We also manufacture
specialty chemicals and specialty panels and laminated products. Our primary
markets and manufacturing and distribution operations are in the United States,
Europe and the Pacific Rim.
We distribute printing, packaging, graphic arts and industrial supply
products, primarily manufactured by other companies, through over 305
distribution branches located primarily in the United States, and also engage
in oil and gas and real estate activities in the United States. We have
operations in nearly 50 countries, employ more than 117,000 people and export
our products to more than 130 nations.
RECENT DEVELOPMENTS
On June 20, 2000, we acquired Champion International Corporation pursuant
to an Agreement and Plan of Merger, dated May 12, 2000, with Champion. To
consummate our purchase of Champion, we exchanged shares of our common stock
having a market value of $25, subject to certain limitations, and $50 in cash
for each share of Champion common stock (and associated preferred stock
purchase rights). In connection with the merger, we also assumed approximately
$2.3 billion of Champion debt.
In connection with our purchase of Champion, we also announced our
intention to sell more than $3 billion of assets by the end of 2001 as part of
our increased focus on our core businesses. When the disposition plans are
finalized, we may incur costs and charges in future periods. As a result of our
decision to purchase Champion, Moody's lowered our long-term debt rating to
Baal. As of June 30, 2000, our outstanding debt included approximately $3
billion of commercial paper and bank notes with interest rates that fluctuate
based on market conditions and our credit ratings.
On October 2, 2000, we announced that we had entered into an agreement to
sell our Masonite businesses to Premdor Inc. of Toronto, Canada for
approximately $523 million, subject to normal closing conditions, including
regulatory approval. In addition, we previously announced that we have agreed
to sell our 68% interest in Bush Boake Allen Inc. to International Flavors &
Fragrances Inc. and expect to realize approximately $640 million from this
sale.
On October 18, 2000, we announced plans to reduce production capacity by
1.2 million tons annually in the uncoated paper, market pulp, unbleached Kraft
paper and containerboard businesses. Three mills will be closed and one scaled
back as part of the capacity reduction.
9
<PAGE>
NO CASH PROCEEDS TO THE COMPANY
This exchange offer is intended to satisfy certain of our obligations
under the registration rights agreement. We will not receive any proceeds from
the issuance of the New Notes and have agreed to pay the expenses of the
exchange offer. In consideration for issuing the New Notes as contemplated in
the registration statement, of which this prospectus is a part, we will
receive, in exchange, Old Notes in like principal amount. The form and terms of
the New Notes are identical in all material respects to the form and terms of
the Old Notes, except as otherwise described herein under "The Exchange Offer
-- Terms of the Exchange Offer." The Old Notes surrendered in exchange for the
New Notes will be retired and canceled and cannot be reissued. Accordingly,
issuance of the New Notes will not result in any increase in our outstanding
debt.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges on a
historical basis for each of the five years in the period ended December 31,
1999, and for the six-month periods ended June 30, 2000 and 1999, respectively.
Six
Months Ended
Year Ended December 31, June 30,
---------------------------------------- -------------
1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ---- ----
4.03 1.83 * 1.38 1.27 ** 2.77
-------------------
* In the year ended December 31, 1997, our deficiency in earnings necessary
to cover fixed charges was $72.0 million.
** For the six months ended June 30, 1999, our deficiency in earnings
necessary to cover fixed charges was $33.7 million.
For purposes of computing the ratio of earnings to fixed charges, earnings
include pre-tax earnings before extraordinary charges and the cumulative effect
of accounting changes, interest expense and the estimated interest factor in
rent expense (which, in our opinion, approximates one-third of rent expense),
and adjustments for undistributed equity earnings and the amortization of
capitalized interest. Fixed charges include interest incurred (including
amounts capitalized) and the estimated interest factor in rent expense.
10
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DESCRIPTION OF THE NEW NOTES
The Old Notes were, and the New Notes will be, issued as separate series
under an indenture, dated as of April 12, 1999 between us and The Bank of New
York, as Trustee, and supplemented by three supplemental indentures dated as of
June 14, 2000 (the "Indenture"). The following summary of certain provisions of
the Indenture and the New Notes does not purport to be complete and is subject
to, and is qualified in its entirety by reference to, all provisions of the
Indenture, including the definitions of certain terms and those terms made a
part of this prospectus by the Trust Indenture Act of 1939 and the New Notes.
Copies of these documents are available from us upon request.
We may, without notice to or the consent of the holders of the New Notes,
issue additional notes of the same tenor as the New Notes, so that such
additional notes and the New Notes offered hereby shall form a single series,
and references herein to the New Notes shall include (unless the context
otherwise requires) any further notes issued as described in this paragraph.
General
The New Floating Rate Notes will initially be limited to $800,000,000
aggregate principal amount. The New Fixed Rate Notes will be initially limited
to $2,200,000,000 aggregate principal amount, consisting of $1,200,000,000
aggregate principal amount of New 8% Notes due July 8, 2003 and $1,000,000,000
aggregate principal amount of New 8 1/8% Notes due July 8, 2005. The New Notes
will be senior unsecured obligations of ours and will rank pari passu with all
of our senior unsecured debt and will be senior to all of our existing and
future subordinated debt, if any.
The certificates representing the New Notes will be issued in fully
registered form without interest coupons in denominations of $1,000 and any
integral multiple of $1,000.
Interest on the New Notes
The New Fixed Rate Notes
The New Notes due July 8, 2003. The New Notes due July 8, 2003 will pay
interest from June 14, 2000, at 8% per annum, semiannually on January 8 and
July 8 of each year, commencing January 8, 2001 to the person in whose name the
New Note is registered, subject to certain exceptions as provided in the
Indenture, at the close of business on December 23 or June 23, as the case may
be, immediately preceding such January 8 or July 8.
The New Notes due July 8, 2005. The New Notes due July 8, 2005 will pay
interest from June 14, 2000, at 8 1/8% per annum, semiannually on January 8 and
July 8 of each year, commencing January 8, 2001, to the person in whose name
the New Note is registered, subject to certain exceptions as provided in the
Indenture, at the close of business on December 23 or June 23, as the case may
be, immediately preceding such January 8 or July 8.
We will pay interest on the New Fixed Rate Notes on the basis of a 360-day
year comprised of twelve 30-day months. These New Notes are not subject to any
sinking fund provision.
The New Floating Rate Notes
The New Floating Rate Notes will pay interest from June 14, 2000 to, but
excluding, October 8, 2000, at 7.67% (the "initial floating rate") and
thereafter at a rate per annum equal to LIBOR (see the definition of LIBOR
below) plus 0.8% payable quarterly on January 8, April 8, July 8 and October 8,
commencing on October 8, 2000, which we refer to in this prospectus as the
"floating interest payment date." If, however, any floating interest payment
date (other than the maturity date) would fall on a day that is not a Business
Day, the floating interest payment date will be the following day that is a
Business Day (as defined below), except that if that Business Day is in the
next succeeding calendar month, the floating interest payment date will be the
next preceding day that is a Business Day. If the maturity date of the New
Floating Rate Notes falls on a day that is not a Business Day, the payment of
11
<PAGE>
principal and interest will be made on the next succeeding Business Day, and no
interest on such payment will accrue for the period from and after the maturity
date.
On each floating interest payment date, interest will be paid to the
person in whose name the New Floating Rate Note is registered at the close of
business on the 15th day preceding the last day of the floating rate interest
reset period.
The rate of interest on the New Floating Rate Notes will be reset
quarterly (the "floating rate interest reset period," and the first day of each
floating interest reset period will be a "floating interest reset date"). The
floating interest reset dates will be January 8, April 8, July 8 and October 8;
provided, however, that the interest rate in effect from the date of issue to
the first floating interest reset date with respect to the New Floating Rate
Notes will be the initial floating interest rate. If any floating interest
reset date would otherwise be a day that is not a Business Day, the floating
interest reset date shall be postponed to the next succeeding Business Day,
except that if that Business Day is in the next succeeding calendar month, that
floating interest reset date will be the next preceding Business Day.
Interest payments for the New Floating Rate Notes will be the amount of
interest accrued from the date of issue or from the last date to which interest
has been paid to, but excluding, the floating interest payment date or maturity
date, as the case may be.
Accrued interest on any New Floating Rate Note will be calculated by
multiplying the principal amount of the New Floating Rate Notes by an accrued
interest factor. This accrued interest factor will be computed by adding the
interest factors calculated for each date in the period for which interest is
being paid. The interest factor for each date is computed by dividing the
interest rate applicable to that day by 360. All percentages used in or
resulting from any calculation of the rate of interest on a New Floating Rate
Note will be rounded, if necessary, to the nearest one- hundredth-thousandth of
a percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent, with one-half cent rounded
upward. The interest rate in effect on any floating interest reset date will be
the applicable rate as reset on that date. The interest rate applicable to any
other day is the interest rate from the immediately preceding floating interest
reset date, or, if none, the initial floating interest rate.
The calculation agent is The Bank of New York, who we refer to as the
"calculation agent," with respect to the New Floating Rate Notes. Upon the
request of the holder of any New Floating Rate Notes, the calculation agent
will provide the interest rate then in effect and, if determined, the interest
rate that will become effective on the next floating interest reset date with
respect to that New Floating Rate Note.
The "floating interest determination date" pertaining to a floating
interest reset date will be the second London banking day preceding that
floating interest reset date. "London banking day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
"LIBOR" will be determined by the calculation agent as follows:
(i) As of the floating interest determination date, for each succeeding
floating interest reset date, the calculation agent will determine
LIBOR as the rate for deposits in U.S. dollars for a period of three
months, commencing on that floating interest determination date, that
appears on Page 3750 on Bridge Telerate Inc., or any successor page,
at approximately 11:00 a.m., London time, on that floating interest
determination date. If no rate appears, LIBOR in respect of that
floating interest determination date will be determined as described
in (ii) below.
(ii) For each floating interest reset date, with respect to a floating
interest determination date on which no rate appears, the calculation
agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
calculation agent after consultation with us, to provide the
calculation agent with its offered quotation for deposits in U.S.
dollars for the period of three months, commencing on the second
London banking day immediately following the floating interest
determination date, to prime banks in the London interbank market at
approximately 11:00 a.m. London time, on that floating interest
determination date and in a principal amount that is representative
of a single transaction in U.S. dollars in that market at that time.
If at least two quotations are provided, LIBOR for
12
<PAGE>
the floating interest determination date will be the arithmetic mean
of those quotations. If fewer than two quotations are provided, LIBOR
will be determined for the applicable floating interest reset date as
the arithmetic mean of the rates quoted at approximately 11:00 a.m.,
New York time, on that floating interest reset date, by three major
banks in New York City, as selected by the calculation agent after
consultation with us, for loans in U.S. dollars to leading European
banks, for a period of three months, commencing on that floating
interest reset date, and in a principal amount that is representative
of a single transaction in U.S. dollars in that market at that time.
If the banks so selected by the calculation agent are not quoting as
mentioned above, LIBOR in effect for the applicable period will be
the same as LIBOR for the immediately preceding floating interest
reset period, or, if there was no floating interest reset period, the
rate of interest payable will be the initial floating interest rate.
Optional Redemption
We may redeem all or a portion of the New Floating Rate Notes beginning on
July 8, 2001, and the eighth day of each month thereafter, at a redemption
price equal to 100% of the principal amount plus accrued and unpaid interest to
the date of redemption. We may redeem all or a portion of the New Fixed Rate
Notes at any time as set forth below. We will mail notice to registered holders
of the New Notes we intend to redeem of our intent to redeem on not less than
30 nor more than 60 days' notice. We may redeem the New Fixed Rate Notes at a
redemption price equal to the greater of:
o 100% of the principal amount plus accrued and unpaid interest to the
redemption date; or
o the sum of the present values of the remaining scheduled payments of
principal and interest (exclusive of interest accrued to the date of
redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus (i) 12.5 basis points with respect to the New
Notes due July 8, 2003 or (ii) 25 basis points with respect to the
New Notes due July 8, 2005, as the case may be, plus accrued interest
on the principal amount being redeemed to the redemption date.
"Treasury Rate" means, with respect to any redemption date, (i) the yield,
under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated
"H.15 (519)" or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which establishes yields
on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Treasury Rate shall be interpolated or extrapolated from
such yields on a straight line basis, rounding to the nearest month) or (ii) if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the New Notes to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the New Notes.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
Quotations.
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"Independent Investment Banker" means Credit Suisse First Boston
Corporation or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of national
standing appointed by us.
"Reference Treasury Dealer" means (i) Credit Suisse First Boston
Corporation and its successors, provided, however, that if Credit Suisse First
Boston Corporation shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), we will substitute
therefor another Primary Treasury Dealer and (ii) any other Primary Treasury
Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such
redemption date.
Book-Entry; Delivery and Form
Each series of New Notes will be represented by one or more permanent
global notes in definitive, fully registered form without interest coupons and
will be deposited with the trustee as custodian for, and registered in the name
of a nominee of, the Depository Trust Company (the "Depositary").
Ownership of beneficial interests in a global security will be limited to
persons who have accounts with the Depositary ("participants") or persons who
hold interests through participants. Ownership of beneficial interests in a
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary or its nominee
(with respect to interest of participants) and the records of participants
(with respect to interests of persons other than participants).
So long as the Depositary, or its nominee, is the registered owner or
holder of a global security, the Depositary or its nominee, as the case may be,
will be considered the sole owner or holder of the New Notes represented by the
global security for all purposes under the Indenture and those New Notes. No
beneficial owner of an interest in a global security will be able to transfer
that interest except in accordance with the Depositary's applicable procedures,
in addition to those provided for under the Indenture.
Payments of the principal of, and interest on, a global security will be
made to the Depositary or its nominee, as the case may be, as the registered
owner of that security. None of us, the Trustee or any paying agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a global security
or for maintaining, supervising, or reviewing any records relating to these
beneficial ownership interests.
We expect that the Depositary or its nominee, upon receipt of any payment
of principal or interest in respect of a global security, will credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of that global security
as shown on the records of the Depositary or its nominee. We also expect that
payments by participants to owners of beneficial interests in that global
security held through those participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in the names of nominees for those
customers. These payments will be the responsibility of those participants.
Transfers between participants in the Depositary will be effected in the
ordinary way in accordance with the Depositary rules and will be settled in
same-day funds.
We expect that the Depositary will take any action permitted to be taken
by a holder of New Notes (including the presentation of New Notes for exchange
as described below) only at the direction of one or more participants to whose
account the Depositary interests in a global security is credited and only in
respect of that portion of the aggregate principal amount of New Notes as to
which that participant or participants has or have given that direction.
However, if there is an event of default under the New Notes, the Depositary
will exchange the applicable global security for certificated securities, which
it will distribute to its participants.
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We understand that: the Depositary is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act. The Depositary was created to hold securities for its
participants and facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes in
accounts of its participants, thereby eliminating the need for physical
movement of certificates and certain other organizations. Indirect access to
the Depositary system is available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly ("indirect participants").
Although the Depositary is expected to follow these procedures in order to
facilitate transfers of interests in a global security among participants of
the Depositary, it is under no obligation to perform or continue to perform
these procedures, and these procedures may be discontinued at any time. None of
us, the Trustee or any paying agent will have any responsibility for the
performance by the Depositary or its participants or indirect participants of
its obligations under the rules and procedures governing its operations.
If the Depositary is at any time unwilling or unable to continue as a
depositary for the global securities and a successor depositary is not
appointed by us within 90 days, we will issue certificated securities in
exchange for the global securities. Holders of an interest in a global security
may receive certificated securities in accordance with the Depositary's rules
and procedures in addition to those provided for under the Indenture.
Certain Covenants
We have agreed in the Indenture that we will not, and will not permit any
Subsidiary (as defined below) to, issue, assume or guarantee any debt for money
borrowed ("Debt") if such Debt is secured by a mortgage, pledge, security
interest or lien (a "mortgage" or "mortgages") upon any Forestlands or
Principal Manufacturing Facility (as defined below), now owned or hereafter
acquired, without in any such case effectively providing that the New Notes
shall be secured equally and ratably with (or prior to) such Debt, except that
the foregoing restrictions shall not apply to:
(1) mortgages on any property acquired, constructed or improved by us or
any Subsidiary after April 1, 1994 which are created within 180 days
after such acquisition (or in the case of property constructed or
improved, after the completion and commencement of commercial
operation of such property, whichever is later) to secure or provide
for the payment of the purchase price or cost thereof, or existing
mortgages on property acquired, provided such mortgages shall not
apply to any property theretofore owned by us or any Subsidiary other
than theretofore unimproved real property;
(2) mortgages on any property acquired from a corporation which is merged
with or into us or a Subsidiary or mortgages outstanding at the time
any corporation becomes a Subsidiary;
(3) mortgages in favor of us or any Subsidiary; or
(4) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage
referred to in the foregoing clauses (1), (2) or (3);
and except that the following types of transactions, among others, shall not be
deemed to create Debt secured by a mortgage:
(1) the sale, mortgage or other transfer of timber in connection with an
arrangement under which either we are or a Subsidiary is obligated to
cut such timber or a portion thereof in order to provide the
transferee with a specified amount of money however determined; and
(2) mortgages in favor of governmental bodies of the United States to
secure advance, progress or other payments pursuant to any contract
or statute or to secure indebtedness incurred to finance the purchase
price or cost of constructing or improving the property subject to
such mortgages.
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Notwithstanding the foregoing, we and any of our Subsidiaries may, without
securing the New Notes, issue, assume or guarantee secured Debt (which would
otherwise be subject to the foregoing restrictions) in an aggregate amount
which, together with all other such Debt and the Attributable Debt (as
hereinafter defined) in respect of Sale and Lease-Back Transactions (as
hereinafter defined) of us and our Subsidiaries existing at such time (other
than Sale or Lease-Back Transactions the proceeds of which have been applied to
the retirement of Funded Debt (as hereinafter defined)), does not at the time
exceed 10% of our net tangible assets and our consolidated Subsidiaries as of
the latest fiscal year. "Net tangible assets" is defined as the aggregate
amount of assets (less applicable reserves and other properly deductible items)
after deducting therefrom (a) all current liabilities and (b) all goodwill,
tradenames, trademarks, patents, unamortized debt discount and expense (to the
extent included in said aggregate amount of assets) and other like intangibles,
all as set forth on the most recent consolidated balance sheet of ours and our
consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles.
We will not, and will not permit any of our Subsidiaries to, enter into
any arrangement with any person providing for the leasing to us or a Subsidiary
of any Forestlands or any Principal Manufacturing Facility (except for
temporary leases for a term of not more than three years), which property has
been owned and, in the case of any such Principal Manufacturing Facility, has
been placed in commercial operation more than 180 days by us or that Subsidiary
and has been or is said to be sold or transferred by us or the Subsidiary to
such person (herein referred to as a "Sale and Lease-Back Transaction"), unless
either:
(1) we or our Subsidiary would be entitled to incur Debt secured by a
mortgage on the property to be leased in an amount equal to the
Attributable Debt with respect to such Sale and Lease-Back
Transaction without equally and ratably securing the New Notes, or
(2) we shall, and in any such case we will covenant that we will, apply
an amount equal to the fair value (as determined by our Board of
Directors) of the property so leased to the retirement, within 180
days of the effective date of any such Sale and Lease-Back
Transaction, of New Notes or of our Funded Debt which ranks on a
parity with the New Notes.
The term "Forestlands" shall mean at any time property in the United
States which contains standing timber which is, or upon completion of a growth
cycle then in process is expected to become, of a commercial quantity and of
merchantable quality, excluding from the term "Forestlands," however, any land
which at the time is held by, or has been or is after the date of this
prospectus transferred to, a Subsidiary primarily for development and/or sale,
and not primarily for the production of any lumber or other timber products.
The term "Principal Manufacturing Facility" shall mean any paperboard,
paper or pulp mill or any paper converting plant of ours or any of our
Subsidiaries which is located within the United States other than any such mill
or plant or portion thereof,
(1) which is financed by obligations issued by a State, a Territory, or a
possession of the United States, or any political subdivision of any
of the foregoing, or the District of Columbia, the interest on which
is excludible from gross income of the holders thereof pursuant to
the provisions of Section 103(a) of the Internal Revenue Code (or any
successor to such provision) as in effect at the time of issuance of
such obligations, or
(2) which, in the opinion of our Board of Directors, is not of material
importance to the total business conducted by us and our Subsidiaries
as an entirety.
The term "Subsidiary" means any corporation of which at least a majority
of the outstanding stock having by its terms ordinary voting power to elect a
majority of the Board of Directors of such corporation (irrespective of whether
or not at the time stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by us,
or by any one or more of our Subsidiaries, or by us and one or more of our
Subsidiaries.
The term "Attributable Debt" shall mean, at the time of determination, the
present value (discounted at the interest rate, compounded semiannually, equal
to the weighted average Yield to Maturity of the New Notes then Outstanding,
such average being weighted by the principal amount of the New Notes of each
series or, in the case of
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Original Issue Discount Securities, such amount to be determined as provided in
the definition of "Outstanding" in the Indenture) of the obligation of a lessee
for net rental payments during the remaining term of any lease (including any
period for which such lease has been extended) entered into in connection with
a sale and leaseback transaction.
The term "Funded Debt" shall mean Debt which by its terms matures at, or
is extendible or renewable at the option of the obligor to, a date more than
twelve months after the date of the creation of such Debt.
Events of Default
Any one of the following events will constitute an Event of Default under
the Indenture with respect to New Notes of any series:
(1) failure to pay any interest on any New Note of that series when due,
continued for 30 days;
(2) failure to pay principal of or premium, if any, on any New Note of
that series when due;
(3) failure to perform any other covenant of ours in the Indenture or
such New Note (other than a covenant included in the Indenture solely
for the benefit of a series of New Notes other than that series),
continued for 60 days after written notice has been given as provided
in the Indenture;
(4) certain events in bankruptcy, insolvency or reorganization involving
us; and
(5) any other Event of Default provided with respect to the New Notes of
that series.
If an Event of Default with respect to the New Notes of any series at the
time Outstanding occurs and is continuing, either the Trustee or the holders of
at least 25% in aggregate principal amount of the Outstanding New Notes of that
series by notice as provided in the Indenture may declare the principal amount
of the New Notes of that series (or, in the case of any New Note that is an
Original Issue Discount Security or the principal amount of which is not then
determinable, such portion of the principal amount of such New Note, or such
other amount in lieu of such principal amount, as may be specified in the terms
of such New Note) to be due and payable immediately. At any time after a
declaration of acceleration with respect to New Notes of any series has been
made, but before a judgment or decree for payment of money has been obtained by
the Trustee, the holders of a majority in aggregate principal amount of the
Outstanding New Notes of that series may, under certain circumstances, rescind
and annul such acceleration.
The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders, unless such holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee, the holders of a majority in aggregate
principal amount of the Outstanding New Notes of any series will have the right
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the New Notes of that series.
We are required to furnish to the Trustee annually a statement as to the
performance of certain of our obligations under the Indenture and as to any
default in our performance.
Defeasance and Discharge; Covenant Defeasance
We may discharge our indebtedness and our obligations or certain of our
obligations under the Indenture with respect to such series by depositing funds
or obligations issued or guaranteed by the United States of America with the
Trustee.
Defeasance and Discharge. The Indenture provides that we will be
discharged from any and all obligations in respect of the New Notes of such
series (except for certain obligations relating to temporary New Notes and
exchange of New Notes, registration of transfer or exchange of New Notes of
such series, replacement of stolen, lost or mutilated New Notes of such series,
maintenance of paying agencies, to hold monies for payment in trust and
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payment of additional amounts, if any, required in consequence of United States
withholding taxes imposed on payments to non-United States persons) upon the
deposit with the Trustee, in trust, of money and/or U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of (and premium, if any) and each instalment of interest on the
New Notes of such series on the Stated Maturity of such payments in accordance
with the terms of the Indenture and the New Notes of such series.
Such a trust may only be established if, among other things,
(1) we have delivered to the Trustee an Opinion of Counsel to the effect
that
(i) we have received from, or there has been published by, the Internal
Revenue Service a ruling, or
(ii) since the date of the Indenture there has been a change in applicable
federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the holders of
New Notes of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance
and discharge, and will be subject to federal income tax on the same
amounts and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not
occurred; and
(2) the New Notes of such series, if then listed on any domestic or
foreign securities exchange, will not be delisted as a result of such
deposit, defeasance and discharge.
In the event of any defeasance and discharge of New Notes of a series,
holders of New Notes of the series would be able to look only to the trust fund
for payment of principal of and any premium and any interest on their New Notes
until Maturity.
Defeasance of Certain Covenants. The Indenture provides that we may omit
to comply with the restrictive covenants described under "Certain Covenants"
above and any other covenants applicable to the New Notes which are subject to
covenant defeasance and any such omission shall not be an Event of Default with
respect to the New Notes of the series, upon the deposit with the Trustee, in
trust, of money and/or U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of (and premium, if
any) and each instalment of interest on the New Notes of the series on the
Stated Maturity of such payments in accordance with the terms of the Indenture
and the New Notes of the series. Our obligations under the Indenture and the
New Notes of the series other than with respect to such covenant shall remain
in full force and effect. Such a trust may be established only if, among other
things, we have delivered to the Trustee an Opinion of Counsel to the effect
that
(1) the holders of the New Notes of the series will not recognize income,
gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amounts and in the same manner and at
the same times as would have been the case if such deposit and
defeasance has not occurred; and
(2) the New Notes of the series, if then listed on any domestic or
foreign securities exchange, will not be delisted as a result of such
deposit and defeasance.
In the event we exercise our option to omit compliance with the covenants
described under "Certain Covenants" above with respect to the New Notes of any
series as described above and the New Notes of that series are declared due and
payable because of the occurrence of any Event of Default, then the amount of
money and U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the New Notes of that series at the time of
their Stated Maturity but may not be sufficient to pay amounts due on the New
Notes of that series at the time of the acceleration resulting from such
Default. We shall in any event remain liable for such payments as provided in
the Indenture.
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Modification and Waiver
Modifications and amendments of the Indenture may be made by us and the
Trustee under the Indenture only with the consent of the holders of not less
than a majority of the aggregate principal amount of the Outstanding New Notes
of all series issued under the Indenture and affected by the modification or
amendment. However, no modification or amendment may, without the consent of
each holder of such Outstanding New Note affected by the modification or
amendment:
(1) change the Stated Maturity of the principal of, or any instalment of
principal of or interest on, any New Note,
(2) reduce the principal amount of, or any premium or interest on, any
New Note,
(3) change any obligation of ours to pay additional amounts,
(4) reduce the amount of principal of an Original Issue Discount Security
or any other New Note payable upon acceleration of the maturity
thereof,
(5) change the coin or currency in which any New Note or any premium or
interest thereon is payable,
(6) impair the right to institute suit for the enforcement of any payment
on or with respect to any New Note,
(7) reduce the percentage in principal amount of Outstanding New Notes of
any series, the consent of whose holders is required for modification
or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain
defaults,
(8) reduce the requirements contained in the Indenture for quorum or
voting,
(9) change any obligations of ours to maintain an office or agency in the
places and for the purposes required
by the Indenture, or
(10) modify any of the above provisions.
The holders of at least a majority of the aggregate principal amount of
the Outstanding New Notes of each series may, on behalf of the holders of all
the New Notes of that series, waive, insofar as that series is concerned,
compliance by us with certain restrictive provisions of the Indenture and, if
applicable, the New Notes. The holders of not less than a majority of the
aggregate principal amount of the Outstanding New Notes of each series may, on
behalf of all holders of New Notes of that series, waive any past default under
the Indenture, except a default,
(1) in the payment of principal of, or premium, if any, or any interest
on any New Note of that series, and
(2) in respect of a covenant or provision of the Indenture and, if
applicable, the New Notes which cannot be modified or amended without
the consent of the holder of each Outstanding New Note of the series
affected.
Consolidation, Merger and Sale of Assets
We, without the consent of the holders of any of the Outstanding New Notes
under the Indenture, may consolidate or merge with or into, sell, lease,
transfer or otherwise dispose of our assets substantially as an entirety to,
any Person which is a corporation, partnership or trust organized and validly
existing under the laws of any domestic jurisdiction, or may permit any such
Person to consolidate or merge with or into us or sell, lease, transfer or
otherwise dispose of its assets substantially as an entirety to us, provided
that any successor Person assumes our obligations on the New Notes and under
the Indenture, that after giving effect to the transaction no Event of Default,
and no event which, after notice or lapse of time, would become an Event of
Default, shall have occurred and be continuing, and that certain other
conditions are met.
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Governing Law
The Indenture is, and the New Notes will be, governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of laws.
Regarding the Trustee
The Indenture contains limitations on the right of the Trustee, as a
creditor of ours, to obtain payment of claims in certain cases or to realize on
certain property received in respect of any such claim as security or
otherwise. In addition, the Trustee may be deemed to have a conflicting
interest and may be required to resign as Trustee if at the time of a default
under the Indenture it is a creditor of ours. The Bank of New York also acts as
trustee under various indentures and we and certain of our subsidiaries from
time to time maintain deposit accounts and conduct our banking transactions
with The Bank of New York in the ordinary course of our business.
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THE EXCHANGE OFFER
Purpose of the Exchange Offer
The Old Notes were sold by us on June 14, 2000 to the initial purchasers
pursuant to a purchase agreement, dated June 7, 2000, between us and the
initial purchasers. The initial purchasers subsequently sold the Old Notes to
"qualified institutional buyers," as defined in Rule 144A under the Securities
Act in reliance on Rule 144A and outside the United States in accordance with
Regulation S under the Securities Act. As a condition to the initial sale of
the Old Notes, we and the initial purchasers entered into the registration
rights agreement. Pursuant to the registration rights agreement, we agreed that
we would:
(i) file the exchange offer registration statement or a shelf
registration statement with the SEC within 150 days of the Old Notes
closing date which is the date we delivered the Old Notes to the
initial purchasers;
(ii) have that exchange offer registration statement or shelf registration
statement declared effective by the SEC within 180 days after the Old
Notes closing date;
(iii) consummate the exchange offer within 210 days of the Old Notes closing
date; and
(iv) commence the exchange offer and issue the exchange Notes in exchange
for all Notes validly tendered in accordance with the terms of the
exchange offer prior to the close of the exchange offer, or, in the
alternative, cause a shelf registration statement to remain effective
for a maximum of two years from the Old Notes closing date.
We agreed to issue and exchange New Notes for all Old Notes validly
tendered and not withdrawn before the expiration of the exchange offer. A copy
of the registration rights agreement has been filed as an exhibit to the
registration statement of which this prospectus is a part. The registration
statement is intended to satisfy certain of our obligations under the
registration rights agreement and the purchase agreement. In the event that due
to a change in current interpretations by the SEC, we are not permitted to
effect such exchange offer, it is contemplated that we will instead file a
shelf registration statement covering resales by the holders of the Old Notes
and will use our reasonable best efforts to cause such shelf registration
statement to become effective and to keep such shelf registration statement
effective for a maximum of two years from the closing date.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all Old Notes validly
tendered and not withdrawn prior to the expiration date.
We will issue $1,000 principal amount of New Notes in exchange for each
respective $1,000 principal amount of outstanding Old Notes validly tendered
and not withdrawn pursuant to the exchange offer. Old Notes may be tendered in
the principal amount of $1000 and any integral multiple 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 $1,000
or any integral multiple of $1,000 in excess thereof.
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The form and terms of the New Notes are the same as the form and terms of
the Old Notes except that:
o the exchange will be registered under the Securities Act and,
therefore, the New Notes will not bear legends restricting the
transfer of the New Notes; and
o holders of the New Notes will not be entitled to any of the
registration rights of holders of Old Notes under the registration
rights agreement, which rights will terminate upon the consummation
of the exchange offer.
The New Notes will evidence the same indebtedness as the Old Notes (which they
replace) and will be issued under, and be entitled to the benefits of, the
Indenture which also authorized the issuance of the Old Notes, such that the
New Notes and the Old Notes will be treated as a single class of securities
under the Indenture.
As of the date of this prospectus, $800,000,000 in principal amount of our
Floating Rate Notes due July 8, 2002, $1,200,000,000 in principal amount of our
8% Notes due July 8, 2003 and $1,000,000,000 in principal amount of our 8 1/8%
Notes due July 8, 2005 are outstanding, all of which are registered in the name
of Cede & Co., as nominee for DTC. Solely for reasons of administration, we
have fixed the close of business on o, 2000 as the record date for the exchange
offer for purposes of determining the persons to whom this prospectus and the
letter of transmittal will be mailed initially. There will be no fixed record
date for determining holders of the Old Notes entitled to participate in the
exchange offer.
Holders of the Old Notes do not have any appraisal or dissenters' rights
under the Business Corporation Law of the State of New York or the Indenture in
connection with the exchange offer. We intend to conduct the exchange offer in
accordance with the provisions of the registration rights agreement and the
applicable requirements of the Securities Act and the rules and regulations of
the SEC thereunder.
We shall be deemed to have accepted validly tendered Old Notes when, and
if, we have given oral or written notice thereof to The Bank of New York, the
exchange agent. The exchange agent will act as agent for the tendering holders
of Old Notes for the purpose of receiving the New Notes from the Company.
Holders who tender Old Notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the exchange offer. We will pay all charges and expenses, other
than certain applicable taxes described below, in connection with the exchange
offer. See "The Exchange Offer--Fees and Expenses."
Expiration Date; Extensions; Amendments
The term "expiration date" shall mean 5:00 p.m., New York City time, on o,
2000, unless we, in our sole discretion, extend the exchange offer, in which
case the term "expiration date" shall mean the latest date and time to which
the exchange offer is extended.
If we determine to extend the exchange offer, we will, prior to 9:00 a.m.,
New York City time, on the next business day after the previously scheduled
expiration date:
o notify the exchange agent of any extension by oral or written notice;
and
o issue a press release or other public announcement which shall
include disclosure of the approximate number of Old Notes deposited
to date.
We reserve the right, in our sole discretion:
o to delay accepting any Old Notes;
o to extend the exchange offer; or
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o if, in the opinion of our counsel, the consummation of the exchange
offer would violate any applicable law, rule or regulation or any
applicable interpretation of the staff of the Commission, to
terminate or amend the exchange offer by giving oral or written
notice of such delay, extension, termination or amendment to the
exchange agent. Any such delay in acceptance, extension, termination
or amendment will be followed as promptly as practicable by a press
release or other public announcement thereof.
If the exchange offer is amended in a manner determined by us to
constitute a material change, we will promptly disclose such amendment by means
of a prospectus supplement that will be distributed to the registered holders
of the Old Notes, and we will extend the exchange offer for a period of five to
ten business days, depending upon the significance of the amendment and the
manner of disclosure to the holders, if the exchange offer would otherwise
expire during such five to ten business day period.
Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the exchange
offer, we shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.
Resale of the New Notes
With respect to the New Notes, based upon interpretations by the staff of
the SEC set forth in certain no-action letters issued to third parties, we
believe that a holder who exchanges Old Notes for New Notes in the ordinary
course of business, who is not participating, does not intend to participate,
and has no arrangement or understanding with any person to participate in a
distribution of the New Notes, and who is not an "affiliate" of ours within the
meaning of Rule 405 of the Securities Act, will be allowed to resell New Notes
to the public without further registration under the Securities Act and without
delivering to the purchasers of the New Notes a prospectus that satisfies the
requirements of Section 10 of the Securities Act.
If any holder acquires New Notes in the exchange offer for the purpose of
distributing or participating in the distribution of the New Notes, it:
o cannot rely on the position of the staff of the SEC enumerated in
such no-action letters issued to third
parties; and
o must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction, unless an exemption from registration is otherwise
available.
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by such broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal states
that by so acknowledging and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time
to time, may be used by a broker-dealer in connection with resales of any New
Notes received in exchange for Old Notes acquired by such broker-dealer as a
result of market-making or other trading activities. We will make this
prospectus, as it may be amended or supplemented from time to time, available
to any such broker-dealer that requests copies of such prospectus in the letter
of transmittal for use in connection with any such resale for a period of up to
90 days after the expiration date. See "Plan of Distribution."
Procedures for Tendering
To tender in the exchange offer, a holder of Old Notes must either:
o complete, sign and date the letter of transmittal or facsimile
thereof, have the signatures thereon guaranteed if required by the
letter of transmittal, and mail or otherwise deliver such letter of
transmittal or such facsimile to the exchange agent; or
o transmit an agent's message (as defined below) to the exchange agent
in lieu of the letter of transmittal,
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in either case for receipt on or prior to the expiration date.
In addition,
o a timely confirmation of a book-entry transfer (a "book-entry
confirmation") of such Old Notes into the exchange agent's account at
DTC pursuant to the procedure for book-entry transfer described
below, along with the letter of transmittal or an agent's message, as
the case may be, must be received by the exchange agent prior to the
expiration date; or
o the holder must comply with the guaranteed delivery procedures described
below.
The term "agent's message" means a message, transmitted to the exchange
agent's account at DTC and received by the exchange agent and forming a part of
the book-entry confirmation, which states that such account has received an
express acknowledgment from the tendering participant that such participant has
received and agrees to be bound by the letter of transmittal and that the
Company may enforce the letter of transmittal against such participant. To be
tendered effectively, the letter of transmittal and other required documents,
or an agent's message in lieu thereof, must be received by the exchange agent
at the address set forth below under "--Exchange Agent" prior to 5:00 p.m., New
York City time, on the expiration date.
The tender by a holder that is not withdrawn prior to the expiration date
will constitute an agreement between such holder and us in accordance with the
terms and subject to the conditions set forth herein and in the letter of
transmittal.
The method of delivery of Old Notes, the letter of transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the holder. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service, properly insured. In all cases, sufficient
time should be allowed to assure delivery to the exchange agent before the
expiration date. Do not send the letter of transmittal or any Old Notes to us.
Holders may request their respective brokers, dealers, commercial banks, trust
companies or nominees to effect the above transactions for such holders.
Any beneficial owner(s) of the Old Notes whose Old Notes are held through
a broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact such intermediary promptly and instruct such
intermediary to tender on such beneficial owner's behalf. If such beneficial
owner wishes to tender on its own behalf, such owner must, prior to completing
and executing the letter of transmittal and delivering such owner's Old Notes:
o make appropriate arrangements to register ownership of the Old Notes
in such owner's name; or
o obtain a properly completed bond power from the registered holder.
The transfer of registered ownership may take considerable time.
Signatures on a letter of transmittal or a notice of withdrawal described
below (see "--Withdrawal of Tenders"), as the case may be, must be guaranteed
by an eligible institution unless the Old Notes tendered pursuant thereto are
tendered:
o by a registered holder who has not completed the box titled "Special
Delivery Instruction" on the letter of
transmittal; or
o for the account of an eligible institution.
In the event that signatures on a letter of transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be made by an eligible institution, which is a member firm of a registered
national securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or an "eligible guarantor institution"
(within the
24
<PAGE>
meaning of Rule 17Ad-15 under the Exchange Act) which is a member of one of the
recognized signature guarantee programs identified in the letter of
transmittal.
If the letter of transmittal is signed by a person other than the
registered holder of any Old Notes listed therein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder exactly as such registered holder's name appears on such Old
Notes. If the letter of transmittal or any Old Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by us,
evidence satisfactory to us of their authority to so act must be submitted with
the letter of transmittal.
The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may utilize DTC's Automated Tender Offer
Program to tender Old Notes.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Notes will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right:
o to reject any and all Old Notes not properly tendered and any Old
Notes our acceptance of which would, in the opinion of our counsel,
be unlawful; and
o to waive any defects, irregularities or conditions of tender as to
particular Old Notes.
Our interpretation of the terms and conditions of the exchange offer
(including the instructions in the letter of transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as we shall
determine. Although we intend to notify holders of defects or irregularities in
connection with tenders of Old Notes, neither we, the exchange agent nor any
other person shall incur any liability for failure to give such notification.
Tenders of Old Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.
While we have no present plan to acquire any Old Notes that are not
tendered in the exchange offer or to file a registration statement to permit
resales of any Old Notes that are not tendered pursuant to the exchange offer,
we reserve the right in our sole discretion to purchase or make offers for any
Old Notes that remain outstanding subsequent to the expiration date and, to the
extent permitted by applicable law, purchase Old Notes in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers could differ from the terms of the exchange offer.
By tendering Old Notes pursuant to the exchange offer, each holder of the
Old Notes, will represent that, among other things:,
o any New Notes to be received by it were acquired by it in the
ordinary course of its business;
o it is not participating, does not intend to participate, and has no
arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of the New
Notes;
o it acknowledges and agrees that any person who is participating in
the exchange offer for the purpose of distributing the New Notes must
comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale of the New
Notes acquired by such person and cannot rely on the position of the
staff of the Commission set forth in certain no-action letters;
o it understands that a secondary resale transaction, described above,
and any resales of New Notes obtained by it in exchange for Old Notes
acquired by it directly from us should be covered by an effective
registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission; and
o it is not our "affiliate", as defined in Rule 405 of the Securities
Act.
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If the tendering holder is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it will be required to
acknowledge in the letter of transmittal that it will deliver a prospectus in
connection with any resale of such New Notes; however, by so acknowledging and
by delivering a prospectus, it will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Return of Old Notes
In all cases, issuance of New Notes for Old Notes that are accepted for
exchange pursuant to the exchange offer will be made only after timely receipt
by the exchange agent of:
o Old Notes or a timely book-entry confirmation of such Old Notes into
the exchange agent's account at DTC; and
o a properly completed and duly executed letter of transmittal and all
other required documents, or an agent's message in lieu thereof.
If any tendered Old Notes are not accepted for any reason set forth in
the terms and conditions of the exchange offer or if Old Notes are withdrawn or
are submitted for a greater principal amount than the holders desire to
exchange, such unaccepted, withdrawn or otherwise non-exchanged Old Notes will
be returned without expense to the tendering holder thereof (or, in the case of
Old Notes tendered by book-entry transfer into the exchange agent's account at
DTC pursuant to the book-entry transfer procedures described below, such Old
Notes will be credited to an account maintained with DTC) as promptly as
practicable.
Book-Entry Transfer
The exchange agent will make a request to establish an account with
respect to the Old Notes at DTC for purposes of the exchange offer within two
business days after the date of this prospectus, and any financial institution
that is a participant in DTC's systems may make book-entry delivery of Old
Notes by causing DTC to transfer such Old Notes into the exchange agent's
account at DTC in accordance with DTC's procedures for transfer. However,
although delivery of Old Notes may be effected through book-entry transfer at
DTC, the letter of transmittal or facsimile thereof, with any required
signature guarantees and any other required documents, or an agent's message in
lieu of a letter of transmittal, must, in any case, be transmitted to and
received by the exchange agent at the address set forth below under "--Exchange
Agent" on or prior to the expiration date or pursuant to the guaranteed
delivery procedures described below.
Guaranteed Delivery Procedures
If a holder of the Old Notes desires to tender such Old Notes and the Old
Notes are not immediately available or the holder cannot deliver its Old Notes
(or complete the procedures for book-entry transfer), the letter of transmittal
or any other required documents to the exchange agent prior to the expiration
date, a holder may effect a tender if:
o the tender is made through an eligible institution;
o prior to the expiration date, the exchange agent receives from such
eligible institution (by facsimile transmission, mail or hand
delivery) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by us setting forth the
name and address of the holder and the principal amount of Old Notes
tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days
after the expiration date:
(i) the letter of transmittal (or a facsimile thereof), or an
agent's message in lieu thereof,
(ii) the certificate(s) representing the Old Notes in proper form for
transfer or a book-entry confirmation, as the case may be, and
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<PAGE>
(iii) any other documents required by the letter of transmittal,
will be deposited by the eligible institution with the exchange
agent; and
o such properly executed letter of transmittal (or facsimile thereof),
or an agent's message in lieu thereof, as well as the certificate(s)
representing all tendered Old Notes in proper form for transfer or a
book-entry confirmation, as the case may be, and all other documents
required by the letter of transmittal, are received by the exchange
agent within three New York Stock Exchange trading days after the
expiration date.
Upon request to the exchange agent, a form of Notice of Guaranteed
Delivery will be sent to holders who wish to tender their Old Notes according
to the guaranteed delivery procedures set forth above.
Withdrawal of Tenders
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the expiration date.
To withdraw a tender of Old Notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth herein prior to the expiration date. Any such
notice of withdrawal must:
o specify the name of the person having deposited the Old Notes to be
withdrawn;
o identify the Old Notes to be withdrawn (including the certificate
number, if applicable, and principal amount of such Old Notes) or, in
the case of Old Notes transferred by book-entry transfer, the name
and number of the account at DTC to be credited; and
o be signed by the holder in the same manner as the original signature
on the letter of transmittal by which such Old Notes were tendered
(including any required signature guarantees) or, in the case of Old
Notes transferred by book-entry transfer, be transmitted by DTC and
received by the exchange agent in the same manner as the agent's
message transferring the notes.
If Old Notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must comply with the
procedures of DTC. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by us, in our
sole discretion, which determination shall be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the exchange offer, and no New Notes will be issued
with respect thereto, unless the Old Notes so withdrawn are validly re-
tendered. Properly withdrawn Old Notes may be re-tendered by following one of
the procedures described above under "--Procedures for Tendering" at any time
prior to the expiration date.
Termination of Certain Rights
All registration rights under the registration rights agreement accorded
to holders of the Old Notes (and all rights to receive additional interest in
the event of a Registration Default as defined therein) will terminate upon
consummation of the exchange offer. However, for a period of up to 90 days
after the registration statement is declared effective, we will keep the
registration statement effective and provide copies of the latest version of
the prospectus to any broker-dealer that requests copies of such prospectus in
the letter of transmittal for use in connection with any resale by such
broker-dealer of New Notes received for its own account pursuant to the
exchange offer in exchange for Old Notes acquired for its own account as a
result of market-making or other trading activities.
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<PAGE>
Exchange Agent
The Bank of New York has been appointed as exchange agent for the exchange
offer. Questions and requests for assistance, requests for additional copies of
this prospectus or the letter of transmittal and requests for a copy of the
Notice of Guaranteed Delivery should be directed to the exchange agent
addressed as follows:
By Mail or Hand/Overnight Delivery: By Facsimile: (212) 815- o
The Bank of New York
101 Barclay Street
New York, NY 10286 Confirm by Telephone: (212) 815- o
Attention: Corporate Trust Services
The Bank of New York also serves as Trustee under the Indenture.
Fees and Expenses
The expenses of soliciting tenders will be borne by us. The principal
solicitation is being made by mail; however, additional solicitation may be
made by telegraph, facsimile transmission, telephone or in person by our
officers and regular employees or those of our affiliates.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith.
The expenses to be incurred in connection with the exchange offer,
including registration fees, fees and expenses of the exchange agent and the
Trustee, accounting and legal fees, and printing costs, will be paid by us.
We will pay all transfer taxes, if any, applicable to the exchange of Old
Notes pursuant to the exchange offer. If, however, a transfer tax is imposed
for any reason other than the exchange of the Old Notes pursuant to the
exchange offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
Consequence of Failure to Exchange
Participation in the exchange offer is voluntary. Holders of the Old Notes
are urged to consult their financial and tax advisors in making their own
decisions on what action to take.
Old Notes that are not exchanged for the New Notes pursuant to the
exchange offer will remain "restricted securities" within the meaning of Rule
144(a)(3)(iv) under the Securities Act. Accordingly, such Old Notes may not be
offered, sold, pledged or otherwise transferred except:
o to a person whom the seller reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A purchasing for
its own account or for the account of a qualified institutional buyer
in a transaction meeting the requirements of Rule 144A;
o in an offshore transaction complying with Rule 903 or Rule 904 of
Regulation S under the Securities Act;
o pursuant to an exemption from registration under the Securities Act
provided by Rule 144 thereunder (if available)
o pursuant to an effective registration statement under the Securities
Act; or
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o pursuant to another available exemption from the registration
requirements of the Securities Act, and, in each case, in accordance
with all other applicable securities laws.
Accounting Treatment
For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the New Notes.
29
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CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS
In the opinion of Davis Polk & Wardwell, counsel to the issuer, the
exchange of Old Notes for New Notes will not be treated as a taxable
transaction for U.S. Federal income tax purposes. Therefore, a holder will not
recognize gain or loss upon the exchange. A holder's basis for the New Notes
will be the same as its basis for the Old Notes, and the holding period of the
New Notes will include the holding period of the Old Notes if such Notes were
held as a capital asset.
You should consult your own tax advisors concerning the tax consequences
arising under state, local, or foreign laws of the exchange of Old Notes for
New Notes.
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<PAGE>
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes acquired by the broker-dealer as a result of market-making or
other trading activities must acknowledge that it will deliver a prospectus in
connection with any resale of those New Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a participating
broker-dealer in connection with resales of New Notes received in exchange for
such Old Notes. For a period of up to 90 days after the expiration date, we
will make this prospectus, as amended or supplemented, available to any such
broker-dealer that requests copies of this prospectus in the letter of
transmittal for use in connection with any such resale.
We will not receive any proceeds from any sale of New Notes by
broker-dealers or any other persons. New Notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions or through the writing of options on the New Notes,
or a combination of these methods of resale, at market prices prevailing at the
time of resale or negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such participating
broker-dealer that resells the New Notes that were received by it for its own
account pursuant to the exchange offer. Any broker or dealer that participates
in a distribution of New Notes may be deemed to be an "underwriter" within the
meaning of the Securities Act and any profit on any such resale of New Notes
and any commissions or concessions received by these persons may be deemed to
be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker- dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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<PAGE>
NOTICE TO INVESTORS
Based on interpretations of the staff of the SEC set forth in no-action
letters issued to third parties, we believe that New Notes issued pursuant to
the exchange offer in exchange for Old Notes may be offered for resale, resold,
and otherwise transferred by a holder (other than broker-dealers, as set forth
below, and any holder that is an "affiliate" of the Company within the meaning
of Rule 405 under the Securities Act) without further registration under the
Securities Act and without delivery to prospective purchasers of a prospectus
pursuant to the provisions of the Securities Act, provided that the holder is
acquiring the New Notes in the ordinary course of its business, is not
participating and has no arrangement or understanding with any person to
participate in the distribution of the New Notes. Eligible holders wishing to
accept the exchange offer must represent to us in the letter of transmittal
that these conditions have been met. See "The Exchange Offer--Procedures for
Tendering."
Each broker-dealer who holds Old Notes acquired for its own account as a
result of market-making or other trading activities and who receives New Notes
for its own account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of New Notes. The
letter of transmittal states that by acknowledging and delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with the resales of New Notes received for the broker-dealer's own account in
exchange for Old Notes where Old Notes were acquired by the broker-dealer as a
result of market-making activities or other trading activities. For a period of
up to 90 days after the expiration date, we will make this prospectus available
to those broker-dealers (if they so request in the letter of transmittal) for
use in connection with those resales. See "Plan of Distribution."
The Old Notes and the New Notes constitute new issues of securities with
no established public trading market. We do not intend to apply for listing of
the New Notes on any securities exchange or for inclusion of the New Notes in
any automated quotation system. There can be no assurance that an active public
market for the New Notes will develop or as to the liquidity of any market that
may develop for the New Notes, the ability of holders to sell the New Notes, or
the price at which holders would be able to sell the New Notes. We have been
advised by the initial purchasers that they intend to make a market in the New
Notes; however, these entities are under no obligation to do so and any market
making activities with respect to the New Notes may be discontinued at any
time. Future trading prices of the New Notes will depend on many factors,
including among other things, prevailing interest rates our operating results
and the market for similar securities.
Any Old Notes not tendered or accepted in the exchange offer will remain
outstanding. To the extent that Old Notes are tendered and accepted in the
exchange offer, your ability to sell untendered, and tendered but unaccepted,
Old Notes could be adversely affected. Following consummation of the exchange
offer, the holders of Old Notes will continue to be subject to the existing
restrictions on transfer thereof and we will have no further obligation to
those holders, under the registration rights agreement, to provide for the
registration under the Securities Act of the Old Notes. There may be no trading
market for the Old Notes.
We will not receive any proceeds from, and have agreed to bear the
expenses of, the exchange offer. No underwriter is being used in connection
with the exchange offer.
The exchange offer is not being made to, nor will we accept surrenders for
exchange from, holders of Old Notes in any jurisdiction in which the exchange
offer or the acceptance thereof would not be in compliance with the securities
or blue sky laws of those jurisdictions.
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VALIDITY OF THE NEW NOTES
The validity of the New Notes will be passed upon for the Company by Davis
Polk & Wardwell, New York, New York.
EXPERTS
The consolidated financial statements and related financial statement
schedule of the Company included in its Annual Report on Form 10-K for its
fiscal year ended December 31, 1999 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving such
reports.
The audited financial statements of Union Camp Corporation as of December
31, 1998 and for each of the two years ended December 31, 1997 and 1998, not
separately presented in International Paper Company's Annual Report on Form
10-K for the year ended December 31, 1999, have been audited by
PriceWaterhouseCoopers LLP, independent accountants, whose report appears
therein, and is incorporated by reference is this Registration Statement. Such
financial statements, to the extent they have been included in the financial
statements of the Company, have been so included in reliance on the report of
such independent accountants given on the authority of said firm as experts in
auditing and accounting.
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-===============================================================================
International Paper Company
[LOGO]
$800,000,000 New Floating Rate Notes due July 8, 2002
$1,200,000,000 New 8% Notes due July 8, 2003
$1,000,000,000 New 8 1/8% Notes due July 8, 2005
-----------------------
Prospectus
-----------------------
o, 2000
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the By-Laws of International Paper Company provides as
follows:
The Corporation shall indemnify each Officer or Director who is made, or
threatened to be made, a party to any action by reason of the fact that he or
she is or was an Officer or Director of the Corporation, or is or was serving
at the request of the Corporation in any capacity for the Corporation or any
other enterprise, to the fullest extent permitted by applicable law. The
Corporation may, so far as permitted by law, enter into an agreement to
indemnify and advance expenses to any Officer or Director who is made, or
threatened to be made, a party to any such action.
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<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
1.1 Purchase Agreement, dated June 7, 2000, between International Paper Company
and Credit Suisse First Boston Corporation, Banc of America Securities
LLC, Chase Securities Inc., Deutsche Bank Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Blaylock &
Partners, L.P. and Utendahl Capital Partners, L.P.
4.1 Form of New Floating Rate Note due July 8, 2002.
4.1 Form of New 8% Note due July 8, 2003.
4.1 Form of New 8 1/8% Notes due July 8, 2005.
4.2 Indenture, dated April 12, 1999, between International Paper Company, as
Issuer, and The Bank of New York, as trustee.(1)
4.3 Floating Rate Notes Supplemental Indenture, dated as of June 14, 2000,
between International Paper Company, as Issuer, and The Bank of New York,
as trustee.
4.3 8% Notes due July 8, 2003 Supplemental Indenture, dated as of June 14,
2000, between International Paper Company, as Issuer, and The Bank of New
York, as trustee.
4.3 8 1/8% Notes due July 8, 2005 Supplemental Indenture, dated as of June 14,
2000, between International Paper Company, as Issuer, and The Bank of New
York, as trustee.
4.4 Registration Rights Agreement, dated as of June 14, 2000, by and among
International Paper Company and Credit Suisse First Boston Corporation,
Banc of America Securities LLC, Chase Securities Inc., Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., Blaylock & Partners, L.P. and Utendahl Capital
Partners, L.P.
5.1 Opinion of Davis Polk & Wardwell regarding the validity of the New Notes.
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PriceWaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature pages of this registration
statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of The Bank of New York, as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.
(b) Not Applicable.
(c) Not Applicable.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
--------
1 Previously filed as an exhibit to the Current Report on Form 8-K (File
No. 001-03157) and incorporated by reference.
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<PAGE>
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 20, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this registration statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Purchase, State of
New York, on this 23 day of October, 2000.
INTERNATIONAL PAPER COMPANY.
By: /s/ Barbara L. Smithers
----------------------------
Barbara L. Smithers
Vice President and
Corporate Secretary
POWER OF ATTORNEY
Each person whose signature appears below on this registration statement
hereby constitutes and appoints Barbara L. Smithers his/her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
and for him/her and in his/her name, place and stead, in any and all capacities
(unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this registration statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he/she might or could do in person, hereby notifying and confirming
all that such attorney-in-fact and agent or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John T. Dillon
------------------------------ Chairman of the October 23, 2000
John T. Dillon Board and Director
and Chief Executive Officer
/s/ John V. Faraci
------------------------------ Executive Vice President and October 23, 2000
John V. Faraci Chief Financial Officer
(principal financial officer)
/s/ Andrew R. Lessin
----------------------------- Vice President - Finance and October 23, 2000
Andrew R. Lessin Controller (principal
accounting officer)
/s/ Peter I. Bijur
------------------------------ Director October 23, 2000
Peter I. Bijur
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ Robert J. Eaton
------------------------------ Director October 23, 2000
Robert J. Eaton
/s/ Samir G. Gibara Director October 23, 2000
------------------------------
Samir G. Gibara
/s/ James A. Henderson
------------------------------ Director October 23, 2000
James A. Henderson
/s/ John R. Kennedy
------------------------------ Director October 23, 2000
John R. Kennedy
/s/ Robert D. Kennedy
------------------------------ Director October 23, 2000
Robert D. Kennedy
/s/ W. Craig McClelland
----------------------------- Director October 23, 2000
W. Craig McClelland
/s/ Donald F. McHenry
------------------------------ Director October 23, 2000
Donald F. McHenry
/s/ Patrick F. Noonan
------------------------------ Director October 23, 2000
Patrick F. Noonan
/s/ Jane C. Pfeiffer
------------------------------ Director October 23, 2000
Jane C. Pfeiffer
/s/ Jeremiah J. Sheehan
------------------------------ Director October 23, 2000
Jeremiah J. Sheehan
/s/ Charles R. Shoemate
------------------------------ Director October 23, 2000
Charles R. Shoemate
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ C. Wesley Smith
------------------------------ Director October 23, 2000
C. Wesley Smith
</TABLE>
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
1.1 Purchase Agreement, dated June 7, 2000, between International Paper
Company and Credit Suisse First Boston Corporation, Banc of America
Securities LLC, Chase Securities Inc., Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith
Barney Inc., Blaylock & Partners, L.P. and Utendahl Capital Partners,
L.P.
4.1 Form of New Floating Rate Note due July 8, 2002.
4.1 Form of New 8% Note due July 8, 2003.
4.1 Form of New 8 1/8% Notes due July 8, 2005.
4.2 Indenture, dated April 12, 1999, between International Paper Company,
as Issuer, and The Bank of New York, as trustee.
4.3 Floating Rate Notes Supplemental Indenture, dated as of June 14, 2000,
between International Paper Company, as Issuer, and The Bank of New
York, as trustee.
4.3 8% Notes due July 8, 2003 Supplemental Indenture, dated as of June 14,
2000, between International Paper Company, as Issuer, and The Bank of
New York, as trustee.
4.3 8 1/8% Notes due July 8, 2005 Supplemental Indenture, dated as of June
14, 2000, between International Paper Company, as Issuer, and The Bank
of New York, as trustee.
4.4 Registration Rights Agreement, dated as of June 14, 2000, by and among
International Paper Company and Credit Suisse First Boston Corporation,
Banc of America Securities LLC, Chase Securities Inc., Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., Blaylock & Partners, L.P. and Utendahl
Capital Partners, L.P.
5.1 Opinion of Davis Polk & Wardwell regarding the validity of the New
Notes.
23.1 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PriceWaterhouseCoopers LLP
24.1 Power of Attorney (included on the signature pages of this registration
statement).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of The Bank of New York, as Trustee.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Exchange Agent Agreement.
E-1
