S-8 1 apr0302_s8-puerto.txt As filed with the Securities and Exchange Commission on April 8, 2002 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERNATIONAL PAPER COMPANY (Exact Name of Registrant as specified in its charter) New York 13-0872805 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Atlantic Street Stamford, Connecticut 06921 (Address including zip code of Principal Executive Offices) --------------------- PUERTO RICO CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN (Full title of the plan) --------------------- Barbara L. Smithers, Esq. Vice President and Secretary International Paper Company 400 Atlantic Street Stamford, Connecticut 06921 (203) 541-8000 (Name, address and telephone number, including area code, of agent for service) ---------------------------- Copy to: Beverly F. Chase Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 212-450-4000 --------------------- CALCULATION OF REGISTRATION FEE ======================================================================================================================= Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Securities to be Registered Registered(1) Per Unit (2) Offering Price(2) Registration Fee(3) ----------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 1,000,000 $41.32 $41,320,000.00 $3,801.44 =======================================================================================================================
(1) Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended (the "1933 Act"), solely for the purpose of computing the registration fee, based on the average of the high and low prices of the securities being registered hereby on the New York Stock Exchange on April 4, 2002. (3) Pursuant to Rule 416(c) under the 1933 Act, this Registration Statement on Form S-8 (the "Registration Statement") also covers an indeterminate amount of interests to be offered or sold. ================================================================================ EXPLANATORY NOTE A Registration Statement was filed on May 3, 1999 (Registration No. 333-75325) (the "Prior Registration Statement"), to register under the 1933 Act, among other things, shares of International Paper Company common stock, par value $1.00 per share (the "Common Stock"), issuable under the Puerto Rico Container Company Employees' Savings Plan (the "Plan"). This Registration Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under the 1933 Act of an additional 1,000,000 shares of Common Stock that have been issued or are issuable under the Plan at any time or from time to time. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Pursuant to General Instruction E to Form S-8, the International Paper Company (the "Company") hereby incorporates by reference the contents of the Prior Registration Statement. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed upon by Barbara L. Smithers, Esq., Vice President and Secretary of the Company. Ms. Smithers owns Company Common Stock and holds employee stock options to purchase Company Common Stock. ITEM 8. EXHIBITS. Exhibit Number Description ------- ----------- 5 Opinion of Barbara L. Smithers, Esq. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5). EXPERTS The financial statements and schedule included (or incorporated by reference) in this Registration Statement have been audited by Arthur Andersen LLP, Independent Public Accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 2 SIGNATURES Pursuant to the requirements of the 1933 Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on the 8th day of April, 2002. INTERNATIONAL PAPER COMPANY By: /s/ Barbara L. Smithers ----------------------------------- Name: Barbara L. Smithers Title: Vice President and Secretary Pursuant to the requirements of the 1933 Act, the trustees (or other persons who administer the Puerto Rico Container Company Employees' Savings Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on the 8th day of April, 2002. PUERTO RICO CONTAINER COMPANY EMPLOYEES' SAVINGS PLAN By: /s/ Jerry Carter ----------------------------------- Name: Jerry Carter Title: Plan Administrator 3 Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Chairman of the Board, Chief /s/ John T. Dillon Executive Officer and Director April 8, 2002 ------------------------- John T. Dillon /s/ Robert J. Eaton Director April 8, 2002 ------------------------- Robert J. Eaton /s/ Samir G. Gibara Director April 8, 2002 ------------------------- Samir G. Gibara /s/ James A. Henderson Director April 8, 2002 ------------------------- James A. Henderson /s/ John R. Kennedy Director April 8, 2002 ------------------------- John R. Kennedy /s/ Robert D. Kennedy Director April 8, 2002 ------------------------- Robert D. Kennedy /s/ W. Craig McClelland Director April 8, 2002 ------------------------- W. Craig McClelland /s/ Donald F. McHenry Director April 8, 2002 ------------------------- Donald F. McHenry /s/ Patrick F. Noonan Director April 8, 2002 ------------------------- Patrick F. Noonan /s/ Jane C. Pfeiffer Director April 8, 2002 ------------------------- Jane C. Pfeiffer /s/ Jeremiah J. Sheehan Director April 8, 2002 ------------------------- Jeremiah J. Sheehan /s/ Charles R. Shoemate Director April 8, 2002 ------------------------- Charles R. Shoemate /s/ John V. Faraci Executive Vice President and ------------------------- Chief Financial Officer April 8, 2002 John V. Faraci /s/ Andrew R. Lessin Vice President--Finance and ------------------------- Chief Accounting Officer April 8, 2002 Andrew R. Lessin 4 EXHIBIT INDEX Exhibit Number Description ------- ----------- 5 Opinion of Barbara L. Smithers, Esq. 23.1 Consent of Arthur Andersen LLP, Independent Public Accountants. 23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5).