SC 13G/A 1 p14-0787sc13ga.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No.1)*
 

INTERNATIONAL PAPER COMPANY

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

460146103

(CUSIP Number)
 

December 31, 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 8 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. 46014610313G/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

SENATOR INVESTMENT GROUP LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

0

6

SHARED VOTING POWER

11,425,000*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,425,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,425,000*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.57%

12

TYPE OF REPORTING PERSON

IA

         

 

*Includes call options convertible into 9,000,000 shares of common stock.

 

 
CUSIP No. 46014610313G/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

ALEXANDER KLABIN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

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

SOLE VOTING POWER

0

6

SHARED VOTING POWER

11,425,000*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,425,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,425,000*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.57%

12

TYPE OF REPORTING PERSON

IN

         

 

 

*Includes call options convertible into 9,000,000 shares of common stock.

 

 
CUSIP No. 46014610313G/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

DOUGLAS SILVERMAN

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

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

SOLE VOTING POWER

0

6

SHARED VOTING POWER

11,425,000*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

11,425,000*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,425,000*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.57%*

12

TYPE OF REPORTING PERSON

IN

         

 

*Includes call options convertible in 9,000,000 shares of common stock.

 

 
CUSIP No. 46014610313G/APage 5 of 8 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

 

Item 2(a). NAME OF PERSON FILING
   
  Senator Investment Group LP serves as investment manager to various investment funds (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Alexander Klabin and Douglas Silverman have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal office of each Reporting Person is:
   
  c/o Senator Investment Group LP
  510 Madison Avenue
  28th Floor
  New York, NY 10022

 

Item 2(c). CITIZENSHIP
   
  Senator Investment Group LP is a Delaware limited partnership. Each of Messrs. Klabin and Silverman is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock

 

Item 2(e). CUSIP NUMBER
   
  460146103

 

 
CUSIP No. 46014610313G/APage 6 of 8 Pages

 

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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
       
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
       
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP
   
  (a) Amount of beneficially owned: 11,425,000*
     
  (b) Percent of class: 2.57%
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  0
       
    (ii) Shared power to vote or to direct the vote:  11,425,000*
       
    (iii) Sole power to dispose or to direct the disposition of:  0
       
    (iv) Shared power to dispose or to direct the disposition of:  11,425,000*

 

*Includes call options convertible into 9,000,000 shares of common stock

 
CUSIP No. 46014610313G/APage 7 of 8 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the follow: [X]

 

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.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were 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 such purpose or effect.

 

 

 
CUSIP No. 46014610313G/APage 8 of 8 Pages

 

SIGNATURES

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

DATE: as of February 24, 2014

 

  SENATOR INVESTMENT GROUP LP
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  ALEXANDER KLABIN
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact**
  DOUGLAS SILVERMAN

 

* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

 

** Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

 

 
 

 

Exhibit 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: as of February 24, 2014

 

  SENATOR INVESTMENT GROUP LP
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  ALEXANDER KLABIN
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact**
  DOUGLAS SILVERMAN

 

* Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.

 

** Pursuant to a Power of Attorney attached to the Schedule 13G filed by the Reporting Persons on April 24, 2013.