As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-37390
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST EFFECTIVE AMENDMENT NO.1
TO FORM S-4
ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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International Paper Company
(Exact Name of Registrant as specified in its charter)
New York ____ 13-0872805
(State of incorporation) (I.R.S. Employer
Identification No.)
2 Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices)
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Champion International Corporation Savings Plan #077
Champion International Corporation Savings Plan for Hourly Employees #158
Champion International Corporation Nonqualified Supplemental Savings Plan
Executive Retirement Plan for Employees of Weldwood of Canada Limited
Weldwood of Canada Limited Employee Phantom Share Plan
(Full title of Plans)
---------------------------
Barbara L. Smithers, Esq.
Vice President and Corporate Secretary
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1500
(Name, address and telephone number,
including area code of agent for service)
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PURPOSE OF AMENDMENT
The purpose of this Post Effective Amendment No. 1 is to register on Form
S-8 1,200,000 shares of common stock, par value $1.00 per share, of
International Paper Company, a New York corporation (the "Registrant")
previously registered on Form S-4 (Registration No. 333-37390) for issuance
under the Champion International Corporation Savings Plan #077, Champion
International Corporation Savings Plan for Hourly Employees #158, Champion
International Corporation Nonqualified Supplemental Savings Plan, Executive
Retirement Plan for Employees of Weldwood of Canada Limited and Weldwood of
Canada Limited Employee Phantom Share Plan (collectively, the "Plans") pursuant
to the terms and conditions of the Agreement and Plan of Merger dated as of May
12, 2000 by and among the Registrant, Condor Acquisition Corporation ("Merger
Sub") and Champion International Corporation ("Champion"), which provided for
the merger of Merger Sub with and into Champion.
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The documents containing the information required to be provided to
participants pursuant to this Item will be sent or given to the participants of
the Plans as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
are incorporated herein by reference.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act
since December 31, 1999;
(3) The Registrant's Current Reports on Form 8-K filed January 12, 2000,
February 17, 2000, March 27, 2000, April 11, 2000, April 25, 2000, May 19, 2000
and May 22, 2000; and
(4) The description of the Registrant's capital stock which is contained
in the Registrant's registration statement on Form 8-A, dated July 20, 1976, as
amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the shares of Common
Stock registered hereby have been passed upon by Barbara L. Smithers, Vice
President and Corporate Secretary of the Registrant. Ms. Smithers does not own
a material or significant amount of the outstanding shares of Common Stock. She
participates in the Registrant's Stock Option Plan which has awarded her
options on the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or the officer by a provision contained in
its certificate of incorporation or by-laws or by a duly authorized resolution
of its shareholders or directors or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
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Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of
such action or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and 723 of the NYBCL contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and officers
in instances in which they may not otherwise be indemnified by a corporation
under such section, provided that the contract of insurance covering such
directors and officers provides, in a manner acceptable to the New York State
Superintendent of Insurance, for a retention amount and for co-insurance.
Article VII of the Restated Certificate of Incorporation of the Registrant
provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred by him
in connection with the defense of any action, suit or proceeding in
which he is made a party by reason of his being or having been a
Director of the Corporation, except in relation to matters as to
which he shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of his duties
as such Director, provided that such right of indemnification shall
not be deemed exclusive of any other rights to which a Director of
the Corporation may be entitled, under any by-law, agreement, vote of
stockholders or otherwise."
Article IX of the By-laws, as amended, of the Registrant 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
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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."
The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the NYBCL as permitted by
Section 721 of the NYBCL.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Barbara L. Smithers, Vice President and Corporate
Secretary, regarding the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP, independent public accountants (for
the Registrant)
23.2 Consent of PricewaterhouseCoopers LLP (for the Registrant)
23.3 Consent of Barbara L. Smithers (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of the first filing
of the Form S-4 Registration Statement)
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment 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.
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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934
Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that 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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SIGNATURES
Pursuant to the requirements of the 1933 Act, the registrant has duly
caused this registration statement on form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Purchase, State of
New York, on this 20th day of June, 2000.
INTERNATIONAL PAPER COMPANY
By: /s/ Barbara L. Smithers
---------------------------------
Barbara L. Smithers,
Vice President and Corporate Secretary
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the 20th day
of June, 2000.
Signature Title Date
--------- ----- ----
* Director and Chairman June 20, 2000
--------------------------- of the Board
John T. Dillon (Chief Executive Officer)
* Executive Vice President and June 20, 2000
--------------------------- Director
C. Wesley Smith
* Director June 20, 2000
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Peter I. Bijur
* Director June 20, 2000
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Robert J. Eaton
* Director June 20, 2000
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Samuel G. Gibara
* Director June 20, 2000
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James A. Henderson
* Director June 20, 2000
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John R. Kennedy
* Director June 20, 2000
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Robert D. Kennedy
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* Director June 20, 2000
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W. Craig McClelland
* Director June 20, 2000
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Donald F. McHenry
* Director June 20, 2000
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Patrick F. Noonan
* Director June 20, 2000
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Jane C. Pfeiffer
* Director June 20, 2000
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Jeremiah J. Sheehan
* Director June 20, 2000
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Charles R. Shoemate
* Senior Vice President and June 20, 2000
--------------------------- Chief Financial Officer
John V. Faraci
* Vice President - Finance June 20, 2000
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Andrew R. Lessin
* By: /s/ BARBARA L. SMITHERS
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Barbara L. Smithers, Attorney-in-fact
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Pursuant to the requirements of the 1933 Act, the named fiduciary of
Champion International Corporation Savings Plan #077, Champion International
Corporation Savings Plan for Hourly Employees #158, Champion International
Corporation Nonqualified Supplemental Savings Plan, Executive Retirement Plan
for Employees of Weldwood of Canada Limited, Weldwood of Canada Limited
Employee Phantom Share Plan has duly caused this registration statement on form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Purchase, State of New York, on this 20th day of June, 2000.
International Paper Company
By: /s/ Jerome N. Carter
---------------------------------
Name: Jerome N. Carter
Title: Senior Vice President
Human Resources
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Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
5.1 Opinion of Barbara L. Smithers, Vice President and
Corporate Secretary, regarding the legality of the
securities being registered. 11
23.1 Consent of Arthur Andersen LLP, independent public
accountants (for the Registrant) 12
23.2 Consent of PricewaterhouseCoopers LLP (for the
Registrant) 13
23.3 Consent of Barbara L. Smithers (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page
of the first filing of the Form S-4 Registration
Statement)
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