-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S0c4OooVPP1DyZZ1a37MEzNBZ88aW11IQDTKYVbaslfVXtSRXIj6PLKcr/8lVsYD W3ROCKFAxWGLr6Apjj/faQ== 0000889812-95-000352.txt : 199507120000889812-95-000352.hdr.sgml : 19950712 ACCESSION NUMBER: 0000889812-95-000352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950711 ITEM INFORMATION: Other events FILED AS OF DATE: 19950711 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03157 FILM NUMBER: 95553252 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971500 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 8-K 1 CURRENT REPORT 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 July 11, 1995 Date of Report (Date of Earliest Event Reported) INTERNATIONAL PAPER COMPANY (Exact name of Registrant as specified in its charter) New York 1-3157 13-0872805 (State of (Commission (IRS Employer Incorporation) File) Identification Number) Two Manhattanville Road, Purchase, NY 10577 (Address of Principal executive offices) 914-397-1500 (Telephone No.) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ITEM 1. CHANGES IN CONTROL OF REGISTRANT N/A ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS N/A ITEM 3. BANKRUPTCY OR RECEIVERSHIP N/A ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT N/A ITEM 5. OTHER EVENTS The Company announced 1995 second-quarter preliminary and unaudited earnings of $316 million or $2.49 per common share versus 1994 second-quarter earnings of $91 million or $0.73 per common share. In addition, the Company increased the dividend to $0.50 per common share and declared a two-for-one common share stock split. The Company also announced the issuance, through a private placement, of its Convertible Junior Subordinated Deferrable Interest Debentures Due 2025. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS N/A 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: N/A (b) Pro Forma Financial Information: N/A (c) Exhibits: (99) (a) Press release dated July 11, 1995, announcing preliminary and unaudited earnings for the 1995 second- quarter and common share dividends. (99) (b) Press release dated July 11, 1995, announcing the issuance, through a private placement, of the Company's Convertible Junior Subordinated Deferrable Interest Debentures Due 2025. ITEM 8. CHANGES IN FISCAL YEAR N/A Signature --------- 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 thereunto duly authorized. INTERNATIONAL PAPER COMPANY (Registrant) Date: July 11, 1995 /s/ SYVERT E. NERHEIM Purchase, NY ----------------------------- Syvert E. Nerheim Assistant Secretary 3 EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 99(a) Press release dated July 11, 1995, announcing preliminary and unaudited earnings for the 1995 second-quarter and common share dividends. 99(b) Press release dated July 11, 1995, announcing the issuance, through a private placement, of the Company's Convertible Junior Subordinated Deferrable Interest Debentures Due 2025. EX-99.(A) 2 PRESS RELEASE DATED JULY 11, 1995 INTERNATIONAL [LOGO] PAPER 2 MANHATTANVILLE ROAD PURCHASE, NY 10577-2196 News Release Media Contacts: Analyst Contacts: Carl Gagliardi Carol Tutundgy (914) 397-1666 (914) 397-1632 Michelle Sawatka Maryanne Rupy (914) 397-1652 (914) 397-1626 INTERNATIONAL PAPER REPORTS HIGHEST-EVER QUARTERLY SALES AND PROFITS; ANNOUNCES HIGHER DIVIDEND AND STOCK SPLIT July 11, 1995 PURCHASE, N.Y. -- International Paper today reported record second-quarter net earnings of $316 million or $2.49 a share, a more than threefold increase over 1994 second-quarter net earnings of $91 million or $.73 a share, and raised its quarterly dividend from $.42 per common share to $.50 a share. The second-quarter performance was also a 28 percent increase over first-quarter earnings of $246 million or $1.95 a share. International Paper announced a two-for-one stock split, making the dividend $.25 per common share after the split. The company also declared a $1 a share dividend on its cumulative $4 preferred stock. Both were declared for the period from July 1, 1995 to September 30, 1995 payable September 15, 1995 to holders of record at the close of business on August 18, 1995. Second-quarter sales were $5.1 billion, a 40 percent increase over second-quarter 1994 sales of $3.6 billion and a 13 percent increase over first-quarter 1995 sales of $4.5 billion. The second-quarter sales, earnings and earnings-per-share amounts were a record for any quarter. During the quarter, International Paper increased its interest in Carter Holt Harvey Limited from 24 to just over 50 percent, acquiring control of the New Zealand-based pulp and paper company. International Paper's second-quarter results reflect the consolidation of Carter Holt Harvey beginning in May. "The second-quarter earnings for International Paper show that the highly favorable markets for this industry are continuing," said John A. Georges, chairman and chief executive officer. "We're seeing continued strong demand in essentially all of our paper and packaging product lines, and we expect it to continue. International Paper's acquisition of Carter Holt Harvey, together with our record growth in revenues so far this year, has transformed our sales rate to the $21 billion-a-year level." Printing papers earnings, including pulp, increased nearly 50 percent from the previous quarter, led by strong price gains in U.S. and European operations. Paper grades remained in tight supply. Packaging earnings also continued to rise, increasing approximately 45 percent from the previous quarter, with industrial packaging showing the largest gains. Sales and earnings of the distribution group were up slightly. Specialty products earnings were an improvement from the previous quarter. Earnings from forest products were lower than the previous quarter's, reflecting the weak demand for wood products while housing starts are down. Wood products prices have recovered in the last few weeks, Georges said, "but it's too early to tell whether this represents a change in trend." No action is necessary by the shareholders to receive the stock split. International Paper, headquartered in Purchase, N.Y., is a worldwide producer of printing papers, packaging and forest products. The company also operates specialty businesses and a broadly based paper distribution network. International Paper has manufacturing operations in 28 countries and exports its products to more than 130 nations. ### International Paper Company Summary of Consolidated Earnings Preliminary and Unaudited (In millions except for net sales and per share data) Three Months Ended Six Months Ended June 30, June 30, ------------------ ------------------- 1995 1994 1995 1994 ------ ------ ------ ------ Net Sales (In Billions) $ 5.1 $ 3.6 $ 9.6 $ 7.0 ------ ------ ------ ------ Earnings Before Interest, Minority Interest, Income Taxes and Cumulative Effect of Accounting Change 692 239 1,202 450 Interest expense, net 138 86 242 163 ------ ------ ------ ------ Earnings Before Minority Interest, Income Taxes and Cumulative Effect of Accounting Change 554 153 960 287 Provision for income taxes 195 50 341 93 Minority interest expense, net of taxes 43 12 57 27 ------ ------ ------ ------ Earnings Before Cumulative Effect of Accounting Change 316 91(b) 562 167(c) Cumulative effect of change in accounting for start up costs (75)(a) ------ ------ ------ ------ Net Earnings $ 316 $ 91(b) $ 562 92 ====== ====== ====== ====== Earnings Per Common Share Earnings Before Cumulative Effect of Accounting Change $ 2.49 $ 0.73(b) $ 4.44 $ 1.34(c) Cumulative effect of change in accounting for start up costs (0.60)(a) ------ ------ ------ ------ Earnings Per Common Share $ 2.49 $ 0.73(b) $ 4.44 0.74 ====== ====== ====== ====== Average Shares Outstanding 126.8 124.6 126.6 124.4 ====== ====== ====== ====== (a) Effective January 1, 1994 a pre-tax charge of $125 million ($75 million after taxes or $0.60 per share) was recorded as the cumulative effect of the change in accounting for start up costs. The change in accounting for start up costs also resulted in additional operating earnings for the full year 1994 of $17 million ($10 million after taxes or $0.08 per share) for a net after-tax impact of $65 million or $0.52 per share. Quarterly earnings were restated to reflect the cumulative effect charge and the additional current-year income. (b) $87 million or $0.70 per share before $6 million ($4 million after taxes or $0.03 per share) of additional earnings for the current-year effect of the change in accounting for start up costs. (c) $159 million or $1.28 per share before $13 million ($8 million after taxes or $0.06 per share) of additional earnings for the current-year effect of the change in accounting for start up costs. INTERNATIONAL PAPER SALES BY BUSINESS SEGMENT Preliminary and Unaudited (In Millions) Three Months Six Months Ended Ended June 30, June 30, ---------------- ---------------- 1995 1994 1995 1994 ------ ------ ------ ------ Printing Papers $1,600 $1,035 $3,075 $1,990 Packaging 1,160 825 2,115 1,580 Distribution 1,290 820 2,485 1,620 Specialty Products 815 640 1,530 1,265 Forest Products 515 445 900 870 Less: Intersegment Sales (296) (132) (529) (278) ------ ------ ------ ------ $5,084 $3,633 $9,576 $7,047 ====== ====== ====== ====== EX-99.(B) 3 PRESS RELEASE DATED JULY 11, 1995 INTERNATIONAL [LOGO] PAPER 2 MANHATTANVILLE ROAD PURCHASE, NY 10577-2196 News Release Media Contacts Analyst Contacts Carl Gagliardi Carol Tutundgy (914) 397-1666 (914) 397-1632 Michelle Sawatka Maryanne Rupy (914) 397-1652 (914) 397-1626 INTERNATIONAL PAPER ANNOUNCES $400 MILLION PRIVATE PLACEMENT OF CONVERTIBLE PREFERRED SECURITIES July 11, 1995 PURCHASE, N.Y. -- International Paper announced today that it plans to form International Paper Capital Trust, a Delaware business trust, to offer securities not registered or required to be registered under the Securities Act of 1933. The Trust proposes to offer up to 8 million convertible preferred securities with a liquidation preference of $50 each, and to grant the initial purchasers an option to purchase an additional 1.2 million convertible preferred securities to cover over-allotments. International Paper will own all of the common securities of the Trust. The securities will represent undivided beneficial ownership interests in the Trust. The assets of the Trust will consist solely of International Paper's Convertible Junior Subordinated Deferrable Interest Debentures Due 2025. The convertible preferred securities will be convertible at the option of the holders thereof at any time into the common stock of International Paper. The proceeds of the offering ultimately will be used by International Paper to retire short-term indebtedness, including indebtedness incurred in connection with the acquisition of shares of Carter Holt Harvey Limited, and for other general corporate purposes. The securities being offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. ### -----END PRIVACY-ENHANCED MESSAGE-----