-----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, PaDRXX0SKlYWlW1AVxiX4Utnk81sJ+mZxmV9NxpFhTY5AAvufVMbvr5KDbYsSY7Z drPe7R8DQDJGKynR1UftSw== 0000950172-96-000353.txt : 19960708 0000950172-96-000353.hdr.sgml : 19960708 ACCESSION NUMBER: 0000950172-96-000353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960702 ITEM INFORMATION: Other events FILED AS OF DATE: 19960705 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: 96591372 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 8-K 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 July 2, 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 --------------------------- (Registrant's telephone No.) ITEM I. CHANGES IN CONTROL OF REGISTRANT N/A ITEM II. ACQUISITION OR DISPOSITION OF ASSETS N/A ITEM III. BANKRUPTCY OR RECEIVERSHIP N/A ITEM IV. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT N/A ITEM V. OTHER EVENTS On July 2, 1996, International Paper Company (the "Company") entered into an Underwriting Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation, J.P. Morgan Securi- ties Inc. and Morgan Stanley & Co. Incorporated in connection with the proposed issuance and sale of $175,000,000 aggregate principal amount of the Company's 6 7/8% Notes Due 2000. ITEM VI. RESIGNATIONS OF REGISTRANT'S DIRECTORS N/A ITEM VII. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: N/A (b) Pro Forma Financial Information: N/A (c) Exhibits: 1(a) Underwriting Agreement, dated July 2, 1996, among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporat- ed, CS First Boston Corporation, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, which incorporates in its entirety all the provisions of the Interna- tional Paper Company Underwriting Agreement Standard Provisions (Debt), dated May 19, 1994, filed with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K dated May 19, 1994. 4(a) Form of Note. ITEM VIII. 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: July 3, 1996 /s/ Carol Berardi Purchase, NY ------------------------ EXHIBIT INDEX Page 1(a) Underwriting Agreement, dated July 2, 1996, among the Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation, J.P. Morgan & Co. Incor- porated and Morgan Stanley & Co. Incorporated, which incorporates in its entirety all the provi- sions of the International Paper Company Under- writing Agreement Standard Provisions (Debt), dated May 19, 1994, filed with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K dated May 19, 1994. 4(a) Form of Note. Exhibit 1(a) UNDERWRITING AGREEMENT July 2, 1996 International Paper Company Two Manhattanville Road Purchase, New York 10577 Dear Sirs: We understand that International Paper Company, a New York corporation (the "Company"), proposes to issue and sell $175,000,000 aggregate principal amount of its 6 7/8% Notes Due July 10, 2000 (the "Offered Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the Company hereby agrees to sell and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation, J.P. Morgan Secu- rities Inc. and Morgan Stanley & Co. Incorporated (the "Un- derwriters") severally agree to purchase the Offered Securi- ties at a purchase price equal to 100% of the principal amount of the Offered Securities, plus interest, if any, accrued on the Offered Securities from July 8, 1996. The Underwriters will pay for such Offered Securi- ties upon delivery thereof at the offices of Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New York at 10:00 a.m., New York City time, on July 8, 1996, or at such other time as shall be jointly designated by the Under- writers and the Company. Payment for the Offered Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in federal or similar same- day funds. The Offered Securities will be issued pursuant to the Indenture relating to Senior Debt Securities dated as of April 1, 1994 (the "Senior Indenture"), between the Company and The Chase Manhattan Bank, N.A., as Trustee, and will have the following terms: MATURITY: July 10, 2000 INTEREST RATE: 6 7/8% per annum INTEREST PAYMENT DATES: January 8 and July 8, of each year, commencing January 8, 1997 REDEMPTION PROVISIONS: None SINKING FUND PROVISIONS: None DEFEASANCE PROVISIONS: The Senior Indenture provisions relating to defeasance will apply to the Offered Securities. CONVERSION RIGHTS: None REPURCHASE UPON CHANGE OF CONTROL: The Offered Securities will be redeemable at the option of the Holders in the event of a Change in Control. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. All the provisions contained in the document enti- tled International Paper Company Underwriting Agreement Standard Provisions (Debt), a copy of which you have previ- ously received, except to the extent otherwise provided herein, are herein incorporated by reference in their entire- ty and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Please confirm your agreement by having an autho- rized officer sign a copy of this Agreement in the space set forth below and returning the signed copy to us by telecopy. Very truly yours, MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated CS FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. MORGAN STANLEY & CO. INCORPORATED By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/Scott Ryles ---------------------------- Name: Scott Ryles Title: Managing Director Accepted as of the date hereof: INTERNATIONAL PAPER COMPANY By: /s/John R. Jepsen Name: John R. Jepsen Title: Assistant Treasurer SCHEDULE A Principal Underwriter Amount ----------- --------- Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . $ 43,750,000 CS First Boston Corporation . . . . . . 43,750,000 J.P. Morgan Securities Inc. . . . . . . 43,750,000 Morgan Stanley & Co. Incorporated . . . 43,750,000 Total . . . . . . . . . . . . . . $175,000,000 Exhibit 4(a) ------------ [FORM OF NOTE] Unless and until it is exchanged in whole or in part for securities in definitive form, this security may not be trans- ferred except as a whole (i) by the depository to a nominee of the depository, (ii) by a nominee of the depository to the depository or another nominee of the depository or (iii) by the depository or any such nominee to a successor depository or a nominee of such successor depository. unless this certificate is presented by an authorized representative of the depository trust company, 55 water street, new york, new york ("dtc") to the company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of cede & co. or in such other name as is requested by an authorized representative of dtc (and any payment is made to cede & co. or such other entity as is requested by an autho- rized representative of dtc), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, cede & co., has an interest herein. INTERNATIONAL PAPER COMPANY R- $ CUSIP International Paper Company, a corporation duly organized and existing under the laws of New York (herein called the "Company," which term includes any successor Person under the Indenture referred to on the reverse hereof), for value re- ceived, hereby promises to pay to or registered assigns, the principal sum of ($ ) on July 10, 2000 and to pay interest thereon from July 8, 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually in arrears on January 8 and July 8 in each year, commencing January 8, 1997, at the rate of 6 7/8% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Inden- ture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the December 23 or June 23 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Securi- ty will be made at the office or agency of the Company main- tained for that purpose in the City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provi- sions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signa- ture of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: [Seal] INTERNATIONAL PAPER COMPANY Attest: ____________________ By: _______________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, N.A., as Trustee By:_________________________ Authorized Signatory REVERSE OF SECURITY This Security is one of a duly authorized issue of securi- ties of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture relating to Senior Debt Securities, dated as of April 1, 1994 (herein called the "Indenture"), between the Company and The Chase Manhattan Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respec- tive rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggre- gate principal amount to $175,000,000. The Securities of this series are not subject to redemp- tion at any time, as a whole or in part, at the election of the Company. Subject to and upon compliance with the provisions of the Indenture (unless previously redeemed), this Security, if submitted for redemption, is subject to redemption, at the option of the Holder, upon any Change in Control of the Company (as defined in the Indenture) unless the Continuing Directors (as defined in the Indenture) shall have approved such Change in Control on or before the day which is ten days after such Change in Control (whether or not such call occurs before or after such Change in Control). The Holder's option so to redeem is exercisable on or before the end of the Exercise Period specified in the notice of the Company relating to such Change in Control at a Redemption Price equal to 100% of the principal amount hereof plus accrued interest to the Redemption Date. For this Security to be submitted for such redemption, the Company must receive at the office of one of the Paying Agents, prior to the close of business on the last day of such Exercise Period, this Security accompanied by written notice to the Company (which shall be substantially in the form of the form of notice hereon) that the Holder hereof instructs the Company to redeem this Security. Such notice duly received shall be irrevocable. Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Indenture contains provisions for defeasance of the entire indebtedness of this Security upon compliance by the Company with certain conditions set forth therein. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66-2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compli- ance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their conse- quences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Out- standing Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to insti- tute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of (and premium, if any) or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satis- factory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in regis- tered form, without coupons, in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------ (Cust) (Minor) under Uniform Gifts to Minors Act -------------- (State) Additional abbreviations may also be used though not in the above list. ________________ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: _________________________ --------------------------------------------------------- (NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED OR TYPEWRITTEN) --------------------------------------------------------- --------------------------------------------------------- the within Security, and all rights thereunder, hereby irrevo- cably constituting and appointing ----------------------------------------------------, attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: _________________ Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. FORM OF NOTICE OF REDEMPTION AT HOLDER'S OPTION To: INTERNATIONAL PAPER COMPANY The undersigned Holder of this Security hereby irrevocably instructs the Company to redeem this Security in accordance with the terms of the Indenture referred to in this Security. The instruction being given in exercise of the Holder's option to require redemption of this Security to the extent provided in such Indenture upon a Change in Control of the Company. Dated:________________ ______________________________ Signature If only a portion of this Security is submitted for redemption, please indicate: 1. Principal Amount submitted for redemption: U.S.$_________________ 2. Amount and denomination of Reg- istered Securities representing principal amount of this Secu- rity not submitted for redemp- tion to be issued: Amount: U.S.$____________ Denominations: U.S.$_____________________ (U.S.$5,000 or an integral mul- tiple thereof) Note: Exercise of the option to require redemption is irrevo- cable. INTERNATIONAL PAPER TWO MANHATTANVILLE ROAD PURCHASE NY 10577 2196 PHONE 914-397-1578 FAX 914-397-1909 CAROL BERARDI ASSISTANT SECRETARY & MANAGER INVESTOR & U.S. SUBSIDIARY SERVICES July 3 1996 Securities and Exchange Commission Judiciary Plaza 450 5th Street, N.W. Washington, D.C. 20549 Attn: EDGAR Filing Re: International Paper Company Form 8-K Current Report Gentlemen: On behalf of International Paper Company, there is transmitted for filing under the Securities Exchange Act of 1934, as amended, a Form 8-K Current Report, including exhib- its. If any questions should arise, please do not hesitate to telephone me or James W. Guedry at (914) 397-1532. Very truly yours, /s/ Carol Berardi Enclosures cc: Mr. Charles C. Leber Branch Chief - SEC Mr. Frederick Emken New York Stock Exchange -----END PRIVACY-ENHANCED MESSAGE-----