-----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, CcRmjId90TnOaO3FlcwZrfjNcQYiNtlFc3nVq2hR8RuvQ14f1I8DcDBL+lMivwhH Vfjnq0XiRVB16PjprsE1Vg== 0000950172-98-001003.txt : 19980930 0000950172-98-001003.hdr.sgml : 19980930 ACCESSION NUMBER: 0000950172-98-001003 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CAPITAL TRUST III CENTRAL INDEX KEY: 0001069139 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14529 FILM NUMBER: 98717480 BUSINESS ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971532 MAIL ADDRESS: STREET 1: INTERNATIONAL PAPER CO STREET 2: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 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-A12B SEC ACT: SEC FILE NUMBER: 001-14529-01 FILM NUMBER: 98717481 BUSINESS ADDRESS: STREET 1: TWO MANHATTANVILLE RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9143971500 MAIL ADDRESS: STREET 1: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 8-A12B 1 FORM 8A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERNATIONAL PAPER CAPITAL TRUST III INTERNATIONAL PAPER COMPANY ------------------------------------------------------------------------ (Exact Name of Registrant as specified in its Charter) DELAWARE APPLIED FOR NEW YORK 13-0872805 ---------------------------- ------------------------------------ (State of Incorporation or (I.R.S. Employer Identification No.) Organization c/o INTERNATIONAL PAPER COMPANY TWO MANHATTANVILLE ROAD PURCHASE, NEW YORK 10577 --------------------------- ----------------------------------- (Address of principal (Zip Code) executive offices) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of securities and is effective debt securities and is to upon filing pursuant to General become effective simultaneously Instruction A(c)(1) please with the effectiveness of a check the following box.( ) concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box.( ) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ 77/8% CAPITAL SECURITIES NEW YORK STOCK EXCHANGE issued by International Paper Capital Trust III (and the Guarantee by International Paper Company with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------------------------------------------------------- (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby consist of the 77/8% Capital Securities (the "Capital Securities"), representing undivided beneficial interests in the assets of International Paper Capital Trust III, a statutory business trust created under the laws of the State of Delaware (the "Trust") together with the Capital Securities Guarantee (the "Guarantee") by International Paper Company (the "Company"), a New York corporation, in favor of the holders of the Capital Securities. For a description of the Capital Securities, reference is made to the information set forth in the prospectus dated September 10, 1998, under the heading "Description of the Trust Capital Securities and Trust Guarantees" in the Registration Statement on Form S-3 (Registration No. 333-62661) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") on September 1, 1998 under the Securities Act of 1933, as amended (the "Act") and the information set forth in the prospectus supplement dated September 17, 1998 under the headings "Description of Capital Securities," "Description of Guarantee" and "Relationship Among the Capital Securities, the Subordinated Debentures and the Guarantee" filed with the Commission pursuant to Rule 424(b) on September 21, 1998, which descriptions are incorporated herein by reference. Definitive copies of the prospectus and the prospectus supplement describing the terms of the Capital Securities have been filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and are incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits. 2.1 Certificate of Trust of International Paper Trust III (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). 2.2 Amended and Restated Declaration of Trust dated September 24, 1998 used in connection with the issuance of Capital Securities (incorporated herein by reference to Exhibit 4.11 to the Company's Current Report on Form 8-K dated September 24, 1998). 2.3 Indenture for Subordinated Debt Securities ("Indenture"), dated as of September 15, 1998, between the Company and The Bank of New York, as indenture trustee (incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K dated September 24, 1998). 2.4 First Supplemental Indenture to the Indenture, dated as of September 24, 1998 (incorporated herein by reference to Exhibit 4.15 to the Company's Current Report on Form 8-K dated September 24, 1998). 2.5 Form of Capital Security (included in Exhibit 2.2). 2.6 Capital Securities Guarantee Agreement, dated as of September 24, 1998 (incorporated herein by reference to Exhibit 4.12 to the Company's Current Report on Form 8-K dated September 24, 1998). SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNATIONAL PAPER CAPITAL TRUST III Dated: September 29, 1998 By: /s/ Robert C. McPhillips ------------------------------------- Name: Robert C. McPhillips Title: Regular Trustee By: /s/ Roger P. Becker ------------------------------------- Name: Roger P. Becker Title: Regular Trustee By: /s/ Virginia A. Lane -------------------------------------- Name: Virginia A. Lane Title: Regular Trustee INTERNATIONAL PAPER COMPANY, Sponsor of the registrant and Guarantor under the Guarantee By: /s/ James W. Guedry ------------------------------------- Name: James W. Guedry Title: Vice President, Associate General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----