-----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, Jsqlnjev5oaPTRGghH7mMp8cFyV4PHG6rE5vHLy0xSH3JVDUGg1Lv2mtq15Albat QidfJ3rRsZgZTtykrpXlrw== 0000950117-04-004511.txt : 20041220 0000950117-04-004511.hdr.sgml : 20041220 20041220172513 ACCESSION NUMBER: 0000950117-04-004511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041220 DATE AS OF CHANGE: 20041220 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03157 FILM NUMBER: 041214982 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 BUSINESS PHONE: 203-541-8000 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06921 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 8-K 1 a38936.txt INTERNATIONAL PAPER UNITED STATES 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 Date of Report: December 20, 2004 Date of Earliest Event Reported: December 14, 2004 INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in its charter) New York 1-3157 13-0872805 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 400 Atlantic Street Stamford, Connecticut 06921 (Address and zip code of principal executive offices) 203-541-8000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 14, 2004, International Paper Company (the "Company") entered into a Supplemental Pension Benefit Agreement (the "Pension Agreement") with Christopher P. Liddell, chief financial officer of the Company for a pension benefit supplement to the Company's Qualified Plan and Restoration Plan (collectively referred to as the "Retirement Plans") to recognize Mr. Liddell's seven years of service with Carter Holt Harvey Limited, a 50.4 percent owned subsidiary of the Company. A copy of the agreement is filed herewith as Exhibit 10.1 and is herein incorporated by reference. ITEM 5.02 ELECTION OF DIRECTOR On December 20, 2004, International Paper Company issued a press release relating to the election of William G. Walter on December 14, 2004, as a director of International Paper Company, effective January 1, 2005. The Committee assignment for Mr. Walter has not yet been determined. A copy of the press release is filed herewith as Exhibit 99.1 and is herein incorporated by reference. Mr. Walter is the chairman, president and chief executive officer of FMC Corporation. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 10.1 Supplemental Pension Benefit Agreement dated December 14, 2004 between International Paper Company and Christopher P. Liddell Exhibit 99.1: Press Release of International Paper Company, dated December 20, 2004. 2 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 hereunto duly authorized. Date: December 20, 2004 INTERNATIONAL PAPER COMPANY (Registrant) By: /s/ Andrea L. Dulberg --------------------- Name: Andrea L. Dulberg Title: Assistant Secretary 3 STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as........................'r' EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 SUPPLEMENTAL PENSION BENEFIT AGREEMENT BETWEEN INTERNATIONAL PAPER COMPANY AND CHRISTOPHER P. LIDDELL [INTERNATIONAL PAPER COMPANY LETTERHEAD] December 14, 2004 Mr. Christopher P. Liddell Senior Vice President and Chief Financial Officer International Paper 400 Atlantic Street Stamford, CT 06921 Re: Supplemental Pension Benefit Dear Chris: As an employee of International Paper (the "Company" or "IP"), you are entitled to certain pension benefits under the Company's retirement plans, specifically the Qualified Plan, and the Restoration Plan (collectively referred to herein as the "Retirement Plans), based on your date of birth (April 24, 1958), and your date of hire by IP (December 1, 2002). To recognize your seven (7) years of service at Carter Holt Harvey, a subsidiary of IP ("CHH") prior to your transfer to IP in Stamford, CT. in December 2002, the Company previously agreed to provide you with a supplemental pension benefit (described below) that takes into account your CHH service. This letter explains that the Company's obligation to pay you a supplemental pension benefit is distinct from any benefits you may be eligible to receive under IP's Supplemental Executive Retirement Plan (the "SERP"). You became eligible for the SERP upon your appointment as Senior Vice President and Chief Financial Officer of the Company in April 2003, and the terms of the SERP may only be modified by a decision of the Management Development & Compensation Committee of the Board. Thus, this letter relates only to the benefits to which you are entitled under the Retirement Plans and the supplemental benefit, and supercedes any prior oral or written communication on this subject. Retirement Plans. The Retirement Plans are described in documents that set forth the specific terms and conditions under which you are eligible to receive a pension from IP. Copies of these Retirement Plans (or the Summary Plan Descriptions) have been provided to you. You should be aware that the Company may amend or discontinue these plans in its sole discretion, subject to applicable U.S. laws governing termination of plan benefits. The Qualified Plan is funded, and governed by ERISA. The plan pays benefits based on compensation up to a maximum limit ($205,000 in 2004). The Company has also established a plan for highly compensated individuals, namely the Restoration Plan. Under the terms of these plans, you accrue benefits under these plans from your date of hire by IP to your date of termination, or the earlier amendment or termination of these plans. Generally, these plans provide that benefits so accrued may not be rescinded, but you should also be aware that pension amounts to which you may be entitled under these plans may be adversely affected by liquidation, reorganization or bankruptcy of the Company. Pension Supplement. This pension supplement recognizes the fact that your IP pension, accrued under the terms of the Retirement Plans, does not credit your years of service at CHH toward calculating eligibility for vesting, or the amount of your pension benefits. The pension supplement, paid from the general assets of the Company, will take into account your seven (7) years of service with CHH, commencing October 1, 1995. Vesting and Pension Supplement Calculation. Your CHH service will be included in determining your eligibility for retirement. The pension supplement will be in addition to the pension to which you may be entitled under the Retirement Plans. The amount of the pension supplement will be calculated by using your date of hire by CHH (October 1, 1995) to your termination date from IP, using the formula in effect as of said date in the Retirement Plans. The amount of the pension supplement will be equal to the difference between (1) the payment to which you would be entitled using your combined years of CHH and IP service, and (2) the amount to be paid under the Retirement Plans without credit for CHH service. The pension supplement will be paid in accordance with the terms of the Restoration Plan. Early Termination. You will not be entitled to receive your vested retirement benefit until you reach the age of 55. Hypothetical Pension Benefits with CHH Service. This is an example, based on an assumed salary and bonus at termination, of the annual payments for which you would eligible, if you were to retire at age 65 with credit for both CHH and IP service. IP and CHH Service Credit (28 years of service) - ------------------------------------------- Age 65 (2023) - ------------------------------------------- Qualified Plan $83,254 - ------------------------------------------- Restoration Plan $489,132 - ------------------------------------------- - ------------------------------------------- $572,386 - ------------------------------------------- -2- We hope this letter addresses your questions and clarifies the Company's agreement with you. Please acknowledge your acceptance of this agreement by signing below. Sincerely, /s/ Jerry Carter - -------------------------------------- Jerry Carter Senior Vice President, Human Resources /s/ John V. Faraci - -------------------------------------- John V. Faraci Chairman & CEO Accepted: /s/ Christopher P. Liddell ---------------------------- Christopher P. Liddell Dated: December 14, 2004 cc: Maura A. Smith Thomas W. Alberg -3- EX-99 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 PRESS RELEASE OF INTERNATIONAL PAPER COMPANY [INTERNATIONAL PAPER LETTERHEAD] INTERNATIONAL PAPER PLAZA 400 ATLANTIC STREET STAMFORD, CT 06921 News Release CONTACTS: - --------- Media: Jennifer Boardman, 203-541-8407 ------ Kathleen Bark, 203-541-8418 Investors: Darial Sneed, 203-541-8541 ---------- Brian Turcotte, 203-541-8632 International Paper Elects Walter to its Board of Directors STAMFORD, Conn. - Dec. 20, 2004 - International Paper (NYSE: IP) today announced the election of William G. Walter to its board of directors. Mr. Walter is chairman, president and chief executive officer of FMC Corp. The election will be effective on Jan. 1, 2005. "Bill brings a tremendous amount of industrial and manufacturing experience to our board, and International Paper will benefit from his expertise," said John Faraci, IP's chairman and chief executive officer. Mr. Walter joined FMC in 1974 and has served in various positions including executive vice president; vice president and general manager, Specialty Chemicals Group; general manager, Alkali Chemicals Division; director of commercial operations, Agricultural Products Group; general manager, Defense Systems International Division; and director of marketing and sales for FMC's former Construction Equipment Group. He is a member of the board of directors of both the American Chemistry Council and the National Association of Manufacturers. He is also a member of The Business Roundtable and serves on its Environment, Technology and Economy and International Trade and Investment task forces. In addition, he serves on the executive committee of the Philadelphia Chamber of Commerce. Mr. Walter received a bachelor of science degree in economics from Loras College and a master of business administration degree in marketing and finance from Northwestern University. International Paper (http://www.internationalpaper.com) is the world's largest paper and forest products company. Businesses include paper, packaging, and forest products. As one of the largest private forest landowners in the world, the company manages its forests under the principles of the Sustainable Forestry Initiative'r' (SFI) program, a system that ensures the continual planting, growing and harvesting of trees while protecting wildlife, plants, soil, air and water quality. Headquartered in the United States, International Paper has operations in over 40 countries and sells its products in more than 120 nations. # # # -----END PRIVACY-ENHANCED MESSAGE-----