-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NrKSYftG4RlbEIDG6sUtYKGaEM4qpcRLvdEIkm1WwWTwhggxAlbz51NmlWx079Ne RklKYMVsg1PShijWT/fKAw== 0000950123-96-001053.txt : 19960311 0000950123-96-001053.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950123-96-001053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960308 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960308 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL PAPER BOARD CO INC CENTRAL INDEX KEY: 0000034891 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 220904830 STATE OF INCORPORATION: NY FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03838 FILM NUMBER: 96532519 BUSINESS ADDRESS: STREET 1: 75 CHESTNUT RIDGE RD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2013911776 8-K 1 FEDERAL PAPER BOARD CO., INC. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 8, 1996 FEDERAL PAPER BOARD COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) NORTH CAROLINA (State or Other Jurisdiction of Incorporation) 1-3838 22-0904830 (Commission File Number) (IRS Employer Identification Number) 75 CHESTNUT RIDGE ROAD, MONTVALE, NEW JERSEY 07645 (Address of Principal Executive Offices) (Zip Code) (201) 391-1776 (Registrant's Telephone Number, including Area Code) 2 INFORMATION INCLUDED IN THIS REPORT Item 5. OTHER EVENTS. On March 8, 1996, Federal Paper Board Company, Inc. (the "Registrant") issued a press release relating to the proposed merger (the "Merger") between the Registrant and a wholly owned subsidiary ("Merger Sub") of International Paper Company ("International Paper") pursuant to the Restated and Amended Agreement and Plan of Merger, dated as of November 6, 1995 and amended as of February 8, 1996, among the Registrant, International Paper and Merger Sub (the "Merger Agreement"). The Registrant announced, among other things, (a) that, subject to approval of the Merger Agreement by its shareholders and to the satisfaction or waiver of the other conditions to closing, the Registrant currently expects to consummate the Merger on Tuesday, March 12, 1996, (b) the expected dates of certain events related to the Merger and (c) the expected number of shares of International Paper common stock constituting the stock consideration to be paid in the Merger. A copy of the press release issued by the Registrant on March 8, 1996 is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in its entirety. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. NOT APPLICABLE. (b) Pro Forma Financial Information. NOT APPLICABLE. (c) Exhibits. 99.1 Press Release issued by Federal Paper Board Company, Inc. on March 8, 1996 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERAL PAPER BOARD COMPANY, INC. Date: March 8, 1996 By: /s/ Quentin J. Kennedy ----------------------------------- Name: Quentin J. Kennedy Title: Director, Executive Vice President, Treasurer and Secretary 4 INDEX TO EXHIBITS
Exhibit - ------- 99.1 Press Release issued by Federal Paper Board Company, Inc. on March 8, 1996
EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 [FEDERAL PAPER BOARD COMPANY, INC. LETTERHEAD] FOR: FEDERAL PAPER BOARD COMPANY, INC. CONTACT Quentin J. Kennedy Executive Vice President Federal Paper Board Company, Inc. (201) 391-1776 FOR IMMEDIATE RELEASE Friday, March 8, 1996 MONTVALE, New Jersey (March 8, 1996) -- Federal Paper Board Company, Inc. (NYSE: FBO) announced today that, subject to approval of the merger agreement (the "Merger Agreement") by shareholders of Federal Paper Board and to the satisfaction or waiver of the other conditions to closing, Federal Paper Board currently expects to consummate the merger (the "Merger") between Federal Paper Board and a wholly owned subsidiary of International Paper Company (NYSE: IP), on Tuesday, March 12, 1996, the date of the Special Meeting of Federal Paper Board shareholders called to consider a proposal to approve the Merger Agreement. Pursuant to the Merger, Federal Paper Board will become a wholly owned subsidiary of International Paper and each Federal Paper Board shareholder will be entitled, with respect to each share of Federal Paper Board common stock held by such holder, to elect to receive $55.00 in cash or International Paper common stock valued at approximately $55.00, or to indicate that such holder has no preference as to the form of consideration to be received in the Merger, subject to the limitations and allocation procedures set forth in the Merger Agreement. The shareholder election to receive cash or International Paper common stock will be subject to adjustment so that, in the aggregate, approximately 49 percent of the Federal Paper Board common stock will be exchanged for cash. If the Merger is consummated on March 12, 1996, as expected, the election deadline for Federal Paper Board shareholders to elect the form of consideration they wish to receive in the Merger will be 5:00 p.m., New York City time, on Monday, March 11, 1996. In addition, the valuation period for determining the number of shares of common stock of International Paper constituting the stock consideration to be paid in the Merger would have begun on Thursday, February 8, 1996 and would have ended yesterday, March 7, 1996. Such stock consideration would be 1.454 shares of International Paper common stock per share of Federal Paper Board common stock. - More - 2 Shareholders of record of Federal Paper Board common stock at the close of business on February 7, 1996 will be entitled to vote at the Special Meeting. A Proxy Statement/Prospectus dated February 9, 1996 and a Form of Election to enable such record holders to elect the form of consideration to be received by such record holders in the Merger was previously mailed to such record holders. Additional copies of the Form of Election and the Proxy Statement/Prospectus are available to any shareholder upon request to MacKenzie Partners, Inc., the Information Agent, at the following address: MacKenzie Partners, Inc., 156 Fifth Avenue, New York, New York 10010; or call collect (212-929-5500) or toll-free (800-322-2885). The Form of Election and Proxy Statement/Prospectus will be delivered by overnight mail. The Form of Election, together with all other required documents, must be returned to Chemical Mellon Shareholder Services, L.L.C., the Exchange Agent, prior to the election deadline (which is currently expected to be March 11, 1996). The Form of Election contains instructions for returning such documents by mail, by overnight delivery, by hand and by facsimile transmission. Shareholders of Federal Paper Board who became holders of common stock following February 7, 1996 (the record date) are urged to call MacKenzie Partners to request a Form of Election and Proxy Statement/Prospectus as soon as possible. Federal Paper Board stated that no assurances can be given that the shareholders of Federal Paper Board will approve the Merger Agreement or that all other conditions to consummation of the Merger will be satisfied or waived on or prior to March 12, 1996. # # # -----END PRIVACY-ENHANCED MESSAGE-----