-----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, S/pGUEbeRZk0IJS4P0OzfoeLCDqXuKd/fveNDPXE0BZ9+8pFAt+KlUjc0QQGOSKy lYbuOqiW8UVKVUX2sLvpMA== 0000889812-96-000156.txt : 19960216 0000889812-96-000156.hdr.sgml : 19960216 ACCESSION NUMBER: 0000889812-96-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960215 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: 96521106 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 February 13, 1996 ---------------------------------------- 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 On February 13, 1996, International Paper Company (the "Registrant") issued a press release relating to certain matters including the previously announced acquisition of Federal Paper Board Company, Inc. ("Federal"), its plans to restructure some businesses to improve profitability, the progress of major expansion projects and the sale of Western forestlands. A copy of the press release is filed herewith as an exhibit and incorporated by reference herein. Certain of the matters discussed in the press release are forward looking statements that involve risks and uncertainties, including such risks and uncertainties as are generally described in registration statements, reports and other documents filed by the Registrant from time to time with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. Specific reference is made to the risks and uncertainties described in the Registration Statement on Form S-4 (Registration No. 333-843) filed by the Registrant in connection with its planned acquisition of Federal, and, in particular, to the risk factor entitled "Uncertainties in Integrating Operations and Achieving Cost Savings." In addition, achieving the anticipated savings is generally subject to the Registrant's ability to effectively implement the necessary steps, in light of economic and market conditions as they may exist in the future, as well as any actions which may be taken by competitors of the Registrant. 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: N/A 2 (c) Exhibits: (99) Press release, dated February 13, 1996, announcing the expected completion of the Federal Paper Board Company, Inc. merger; a pre-tax charge to earnings to strengthen existing businesses; and that the Registrant is on schedule to complete the sale of forestlands in Oregon and Washington. ITEM 8. CHANGES IN FISCAL YEAR N/A 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 thereunto duly authorized. INTERNATIONAL PAPER COMPANY (Registrant) Date: February 15, 1996 /s/ SYVERT E. NERHEIM Purchase, NY ---------------------------- Syvert E. Nerheim Assistant Secretary 3 EX-99 2 NEWS RELEASE Exhibit 99 INTERNATIONAL [LOGO] PAPER 2 MANHATTANVILLE ROAD PURCHASE, NY 10577-2196 News Release Media Contacts: Analyst Contacts: Phil Giaramita Carol Tutundgy (914) 397-1665 (914) 397-1632 Carl Gagliardi Maryanne Rupy (914) 397-1666 (914) 397-1626 Molly Sullivan Brian Turcotte (914) 397-1652 (914) 397-1623 INTERNATIONAL PAPER EXPECTS TO COMPLETE FEDERAL PAPER BOARD MERGER ON MARCH 12; WILL RESTRUCTURE SOME BUSINESSES TO IMPROVE PROFITABILITY; ANNOUNCES PROGRESS OF MAJOR EXPANSION PROJECTS AND ON SALE OF TIMBERLANDS February 13, 1996 PURCHASE, N.Y. -- International Paper said today that it expects to complete its merger with Federal Paper Board on March 12, following a meeting of Federal Paper Board shareholders earlier that day. The merger, valued at about $3.5 billion, will add two world class manufacturing facilities in Riegelwood, N.C., and Augusta, Ga., to International Paper, together with 700,000 acres of plantation timberland and a facility in the United Kingdom that is a leading supplier of uncoated free sheet. As a result of the synergies of the merger, International Paper expects to generate an annual increase to incremental savings of $100 million per year. International Paper also said it will be taking a series of actions to strengthen existing businesses, which will require a pre-tax charge to first quarter earnings of $500 million equal to $1.35 per share. These actions will generate annual pre-tax savings of $70 million or $.17 per share this year and $100 million or $.25 per share in 1997. The company said it expected the charge to include $260 million for the write-off of certain assets, $80 million for asset impairment, $115 million in associated severance costs and $45 million for other expenses, including the cancellation of leases. Approximately half of the $500 million charge will be used to improve the imaging products business in the United States and in Europe through consolidations, which will reduce costs and align products and services with customers in a time of rapid technology change. The remainder of the charge covers the sale or closure of facilities in several businesses and the impairment of assets. The company said that these decisions are under review and specific actions will be announced as appropriate. The company also reported that it is aggressively pursuing market expansion initiatives totaling $530 million. These include two facilities already exceeding start-up goals: o the world's largest recycled containerboard machine at the company's Mansfield, La., facility, a machine that can produce 1,200 tons per day of high quality, recycled linerboard grades; o a coated board machine at the corporation's Kwidzyn facility in Poland, which has the lowest industry cost structure in Europe. Production capacity at the facility has tripled since 1992. Three additional new facilities will be starting up later in the first quarter: o a large, oriented strand board facility in Jefferson, Texas; o International Paper's aseptic packaging facility in France that will broaden the company's presence in the important European market; o a non-woven facility in Mexico, which will utilize the technologically advanced spunbond process, adding to the corporation's capabilities in another growing market area. The company also said it is on schedule to complete the sale of its timberland in Oregon and Washington within the next several months. The proceeds from this timberlands sale, which has a value of approximately $1 billion, will be used to strengthen the company's balance sheet. "All of these actions will strengthen us in the future. They position us for a challenging marketplace, but one that will continue to offer substantial opportunities. We're confident that we will be able to compete effectively and continue to grow," said John A. Georges, International Paper's chairman and chief executive officer. International Paper, an official sponsor of the 1996 Olympic games, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----