-----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, Uy44Wgm18+jj0b4FbbEm9a9Ld4SDskfq3fRAkL0rQBis2bseBgCQPrckrmWDETUl Z0OhYKXVaq2QMp7jfZQvVw== 0000889812-95-000475.txt : 19950901 0000889812-95-000475.hdr.sgml : 19950901 ACCESSION NUMBER: 0000889812-95-000475 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950830 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950830 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: 95569210 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 August 30, 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 N/A ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS N/A ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: N/A (b) Pro Forma Financial Information: 2 INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS The following unaudited pro forma condensed consolidated statements of earnings for the six months ended June 30, 1995 and the year ended December 31, 1994 and the related pro forma adjustments described in the accompanying footnotes, present the combined results of the continuing operations of the Company and Carter Holt Harvey, Ltd.; Carpenter Paper Company; Seaman-Patrick Holding Company; MICARTA, a division of Westinghouse; Papetries de Lana; and the inks and adhesive resins business of DSM. The acquisition of 26.5% of Carter Holt Harvey, Ltd. (CHH) common stock was completed on April 20, 1995, thereby increasing the Company's total ownership in CHH to 50.3% (50.2% on a fully diluted basis). CHH was accounted for under the equity method in the Company's historical financial statements until May 1, 1995, at which time the Company began consolidating CHH's financial statements. CHH is consolidated for all periods in the accompanying pro forma statements of earnings. The assets of Carpenter Paper Company and Seaman-Patrick Holding Company were acquired on January 31, 1995 in exchange for International Paper common stock. The common stock of Papetries de Lana was acquired on July 6, 1995. The acquisitions of MICARTA and DSM are probable and are expected to be completed during the third quarter of 1995. A pro forma balance sheet as of June 30, 1995 has not been prepared as the majority of acquisitions are included in the Company's June 30, 1995 consolidated balance sheet. The pro forma statements of earnings are prepared as if the transactions occurred as of the beginning of each respective period. The pro forma adjustments are based on available information, estimated purchase price allocations and certain assumptions that the Company believes are reasonable. There can be no assurance that the assumptions and estimates will be realized. The pro forma statements of earnings do not purport to represent the Company's actual results of operations if the transactions described above would have occurred at the beginning of the respective periods. In addition, they are not indicative of future results. The pro forma statements of earnings should be read in conjunction with the Company's historical financial statements and related notes thereto. 3 INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS SIX MONTHS ENDED JUNE 30, 1995 (In Millions Except Per Share Data) UNAUDITED
International Acquired Pro Forma Paper Businesses Pro Forma Condensed (Historical) (Historical) Adjustments(a) Consolidated ------------ ------------ ----------- ------------ NET SALES $9,576 $765 $ - $10,341 ------ ---- ---- ------- COSTS AND EXPENSES Cost of products sold 6,756 438 19 (b) 7,213 Depreciation and amortization 498 37 5 (c) 540 Distribution expenses 384 27 (1)(d) 410 Selling and administrative expenses 650 122 - 772 Taxes other than payroll and income taxes 86 2 - 88 ------ ---- ---- ------- Total Costs and Expenses 8,374 626 23 9,023 ------ ---- ---- ------- EARNINGS BEFORE INTEREST, INCOME TAXES AND MINORITY INTEREST 1,202 139 (23) 1,318 Interest expense, net 242 22 30 (f) 294 ------ ---- ---- ------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 960 117 (53) 1,024 Provision for income taxes 341 21 (21)(g) 341 ------ ---- ---- ------- EARNINGS BEFORE MINORITY INTEREST 619 96 (32) 683 Minority interest expense, net of taxes 57 - 47 (h) 104 ------ ---- ---- ------- EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 562 $ 96 $(79) $ 579 ====== ==== ==== ======= EARNINGS PER COMMON SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 4.44 $ - $ - $ 4.57 ====== ==== ==== ======= AVERAGE SHARES OF COMMON STOCK OUTSTANDING 126.6 - - 126.6 ====== ==== ==== =======
See accompanying Notes to Pro Forma Condensed Consolidated Statements of Earnings. 4 INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS YEAR ENDED DECEMBER 31, 1994 (In Millions Except Per Share Data) UNAUDITED
International Acquired Pro Forma Paper Businesses Pro Forma Condensed (Historical) (Historical) Adjustments(a) Consolidated ------------- ------------ ----------- ------------ NET SALES $14,966 $1,935 $ - $16,901 ------- ------ ----- ------- COSTS AND EXPENSES Cost of products sold 11,092 1,120 44 (b) 12,256 Depreciation and amortization 885 90 10 (c) 985 Distribution expenses 692 71 (1)(d) 762 Selling and administrative expenses 1,082 356 (2)(e) 1,436 Taxes other than payroll and income taxes 151 4 - 155 ------- ------ ----- ------- Total Costs and Expenses 13,902 1,641 51 15,594 ------- ------ ----- ------- EARNINGS BEFORE INTEREST, INCOME TAXES AND MINORITY INTEREST 1,064 294 (51) 1,307 Interest expense, net 349 56 87 (f) 492 ------- ------ ----- ------- EARNINGS BEFORE INCOME TAXES AND MINORITY INTEREST 715 238 (138) 815 Provision for income taxes 236 65 (54)(g) 247 ------- ------ ----- ------- EARNINGS BEFORE MINORITY INTEREST 479 173 (84) 568 Minority interest expense, net of taxes 47 2 85 (h) 134 ------- ------ ----- ------- EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 432 $ 171 $(169) $ 434 ======= ====== ===== ======= EARNINGS PER COMMON SHARE BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 3.46 $ - $ - $ 3.46 ======= ====== ===== ======= AVERAGE SHARES OF COMMON STOCK OUTSTANDING 124.9 - 0.5 (i) 125.4 ======= ====== ===== =======
See accompanying Notes to Pro Forma Condensed Consolidated Statements of Earnings. 5 INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (a) The unaudited pro forma condensed consolidated statements of earnings adjust the historical Company amounts to reflect the acquisition and / or probable acquisition of various businesses accounted for under the purchase method. The acquired businesses are Carter Holt Harvey, Ltd.; the assets of Carpenter Paper Company and Seaman-Patrick Holding Company; MICARTA, a division of Westinghouse; Papetries de Lana; and the inks and adhesive resins business of DSM. (b) The elimination of earnings for acquired businesses previously accounted for under the equity method. (c) The pro forma adjustments include the increase in depreciation and goodwill amortization expense resulting from the purchase adjustments related to the acquired businesses. Depreciation expense is computed under the straight-line method over lives ranging from 6 to 40 years. Goodwill is amortized over 40 years. (d) The estimated reduction in costs resulting from the closure of certain distribution facilities of an acquired business. Costs include employee salaries and benefits and rental costs. (e) The reduction in selling and administrative expenses resulting from purchase adjustments related to the restructuring of certain acquired businesses. (f) Interest expense on acquisition related debt. (g) Deferred taxes on the pro forma adjustments. (h) Minority interest in the acquired businesses. (i) Additional shares issued in conjunction with the acquired businesses. 6 (c) Exhibits: (12) Computation of Ratio of Earnings to Fixed Charges 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: August 30, 1995 /s/ SYVERT E. NERHEIM Purchase, NY ---------------------------- Syvert E. Nerheim Assistant Secretary 7 EX-12 2 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Exhibit 12) INTERNATIONAL PAPER COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (Dollar Amounts in Millions) (Unaudited) Six Months Ended For the Years Ended December 31, June 30, ------------------------------------------------ ---------------- TITLE 1990 1991 1992 1993 1994 1994 1995 ----- ---- ---- ---- ---- ---- ---- ---- A) Earnings before income taxes, minority interest, extraordinary item and accounting changes $988.0 $693.0 $226.0 $538.0 $715.0 $287.0 $960.0 B) Less: Minority interest expense, net of taxes (33.0) (42.0) (15.0) (36.0) (47.0) (27.0) (57.0) C) Add: Fixed charges excluding capitalized interest 336.2 380.3 325.3 365.3 412.3 189.9 279.0 D) Add: Amortization of previously capitalized interest 8.6 9.9 9.9 12.2 12.8 6.2 6.5 E) Less: Equity in undistributed earnings of affiliates (9.4) (10.8) (19.1) (25.9) (49.1) (23.7) (45.2) -------- -------- ------ ------ -------- ------ -------- F) Earnings before income taxes, minority interest, extraordinary item, accounting changes and fixed charges $1,290.4 $1,030.4 $527.1 $853.6 $1,044.0 $432.4 $1,143.3 -------- -------- ------ ------ -------- ------ -------- Fixed Charges G) Interest and amortization of debt expense $309.5 $351.1 $297.1 $334.5 $371.0 $171.8 $260.7 H) Interest factor attributable to rentals 26.7 29.2 28.2 30.8 41.3 18.1 18.3 I) Capitalized interest 26.3 36.4 42.0 12.2 18.0 5.7 17.1 -------- -------- ------ ------ -------- ------ -------- J) Total fixed charges $362.5 $416.7 $367.3 $377.5 $430.3 $195.6 $296.1 ======== ======== ====== ====== ======== ====== ======== K) Ratio of earnings to fixed charges 3.56 2.47 1.44 2.26 2.43 2.21 3.86 ======== ======== ====== ====== ======== ====== ========
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