0000902664-13-001763.txt : 20130328 0000902664-13-001763.hdr.sgml : 20130328 20130328163429 ACCESSION NUMBER: 0000902664-13-001763 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-14277 FILM NUMBER: 13724444 BUSINESS ADDRESS: STREET 1: 6400 POPLAR AVENUE CITY: MEMPHIS STATE: TN ZIP: 38197 BUSINESS PHONE: 901-419-7000 MAIL ADDRESS: STREET 1: 6400 POPLAR AVENUE CITY: MEMPHIS STATE: TN ZIP: 38197 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 IRS NUMBER: 262124641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p13-1038sc13g.htm INTERNATIONAL PAPER COMPANY

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

International Paper Company

(Name of Issuer)
 

Common Stock, par value $1.00 per share

(Title of Class of Securities)
 

460146103

(CUSIP Number)
 

March 28, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 5 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 46014610313GPage 2 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

SENATOR INVESTMENT GROUP LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

23,088,500

6

SHARED VOTING POWER

 

7

SOLE DISPOSITIVE POWER

23,088,500

8

SHARED DISPOSITIVE POWER

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,088,500

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.2%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 
CUSIP No. 46014610313GPage 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER
   
  International Paper Company

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  6400 Poplar Avenue, Memphis, TN 38197

 

Item 2(a). NAME OF PERSON FILING
   
  Senator Investment Group LP

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
 

The principal business office of Senator Investment Group LP is:

 

510 Madison Avenue

28th Floor

New York, NY 10022

 

 

Item 2(c). CITIZENSHIP
   
  Senator Investment Group LP is a Delaware limited partnership.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $1.00 per share

 

Item 2(e). CUSIP NUMBER
   
  460146103

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not applicable.

 

 
CUSIP No. 46014610313GPage 4 of 6 Pages

 

Item 4. OWNERSHIP
   
 

(a) Amount beneficially owned: 23,088,500

(b) Percent of class: 5.2%

(c) Number of shares as to which such person has:

              (i)   Sole power to vote or to direct the vote: 23,088,500

(ii)  Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 23,088,500

(iv) Shared power to dispose or to direct the disposition of: 0

Senator Investment Group LP, a Delaware limited partnership, serves as investment manager to two Delaware limited partnerships, four Cayman Islands limited partnerships, and a Cayman Islands company (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Douglas Silverman, a United States citizen, and Alexander Klabin, a United States citizen, have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

 
CUSIP No. 46014610313GPage 5 of 6 Pages

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

   
  By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 46014610313GPage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: March 28, 2013

 

SENATOR INVESTMENT GROUP LP    
     
     
/s/ Evan Gartenlaub    
Name:  Evan Gartenlaub    
Title:    General Counsel