-----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, TUEo8AW+9IaMn52RFhlaq1Dd0jER5l7u1KHFMANMWPg6PHU/J1N4JBHwR8d3Bn0q VKGzv3ZlkCEONZtPfGWCQA== 0001005477-99-003137.txt : 19990716 0001005477-99-003137.hdr.sgml : 19990716 ACCESSION NUMBER: 0001005477-99-003137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990715 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990715 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: SEC FILE NUMBER: 001-03157 FILM NUMBER: 99665185 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-K 1 FORM 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 15, 1999 ------------------------------------------------------ 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 --------------- (Telephone No.) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ITEM 1. CHANGES IN CONTROL OF REGISTRANT N/A ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS N/A ITEM 3. BANKRUPTCY OR RECEIVERSHIP N/A ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT N/A ITEM 5. OTHER EVENTS Press Release dated July 13, 1999, announcing earnings for second quarter of 1999. Segment analysis ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS N/A ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements: N/A (b) Pro Forma Financial Information: N/A (c) Exhibits (99.1) Press Release (99.2) Segment Analysis ITEM 8. CHANGES IN FISCAL YEAR N/A Signature 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) /s/ JAMES W. GUEDRY Date: July 15, 1999 ---------------------------------------- Purchase, NY James W. Guedry Secretary EX-99.1 2 PRESS RELEASE ================================================================================ INTERNATIONAL [LOGO] PAPER ================================================================================ 2 MANHATTANVILLE ROAD PURCHASE, NY 10577-2196 News Release Media Contact: Jack Cox, 914-397-1952 Analyst Contacts: Carol Tutundgy, 914-397-1632; Mary Winn Settino, 914-397-1623 International Paper Reports Strong Improvement in Operating Earnings for Second-Quarter July 13, 1999 Purchase, N.Y. -- International Paper reported second-quarter 1999 net earnings of $99 million, or $.24 a share, before special and extraordinary items. This is an increase of $67 million ($.16 a share) over first-quarter 1999 earnings, which were $32 million ($.08 per share). Second-quarter 1999 net sales were $6.0 billion, the same as first-quarter 1999. All previous periods have been restated to include Union Camp Corporation. International Paper reported a loss of $71 million ($.17 per share) in the second quarter of 1999 after special and extraordinary items. Special items amounted to $234 million before tax ($.38 per share) and consisted of charges of $98 million for Union Camp merger related severance, $59 million for one-time merger expenses, $113 million for shut down of excess internal capacity and cost reduction actions and credits of $36 million from the reversal of previously established reserves that were no longer required. The extraordinary expense of $13 million after taxes ($.03 per share) was for the refinancing of high interest Union Camp debt, which International Paper assumed under the merger agreement. Second-quarter 1998 earnings were $103 million ($.25 per share) on sales of $5.8 billion. "Looking forward, market conditions are more favorable than we've seen in some time," said John Dillon, chairman and chief executive officer. "The improvement, which began at the end of the first quarter, has strengthened and accelerated into a clear trend. In most of our paper and packaging businesses as supply and demand are coming into balance, the negative effects of Asia are moderating, and the outlook for world economies remains strong. There is very little new capacity scheduled or announced, and prices for all of our major products are improving. "Additionally, our building-products sector remains very strong, although for International Paper it makes up less than 15 percent of our overall business," Dillon said. "As the paper and packaging sectors continue to build similar momentum, we believe International Paper is ideally situated to capitalize, in both the domestic and international markets, on what we expect will be a broad-based rebound in the paper and forest products industry. "Of course, we're doing much more at International Paper than simply riding the up cycle," Dillon said. "We're changing our company by more effectively managing our capacity and production. During the past three years, we've closed down 11 percent of our linerboard capacity and either closed or reallocated another 11 percent of our uncoated paper capacity. Our Gardiner mill is on indefinite shutdown as is one machine at our Savannah mill, and in June we announced another three permanent capacity shutdowns totaling 140,000 tons. International Paper, Continued. Page 2. "Beyond that," Dillon said, "our efficiency and cost-reduction efforts have racked up record savings during the last two years and are on pace to do so again in 1999; our capital spending is below depreciation and amortization, with no plans to add new capacity; and our merger with Union Camp is going not only well, but well ahead of expectations. The merger was additive to earnings in the second quarter, and we have increased our merger savings target from $300 million to $425 million, which will be realized within an 18 month time frame." Within our Packaging segment, Industrial Packaging earnings were up tenfold as containerboard price increases were realized. Consumer Packaging results increased nearly a third largely due to improved results in bleached board and beverage packaging. In the Forest Products segment, earnings were up slightly. Wood Products earnings nearly doubled on very strong demand. Panel prices reached record levels and lumber prices continue to rise. However, earnings from our timber operations were lower. Earnings in our Printing and Communications Papers segment improved. Uncoated free sheet commodity pricing continued to improve and the supply/demand trend in pulp is favorable. In the company's distribution business, xpedx, earnings were 13 percent higher as margins improved and more benefits were realized from the Zellerbach merger. Chemicals and Petroleum results were up sharply, primarily because of improvement in demand for chemical products and higher natural gas prices. Both year-to-date and prior year financial statements have been restated to include the results of Union Camp Corporation on a pooling of interests basis. As a result the first quarter, 1999 earnings are now $32 million ($.08 per share) compared to the previously reported $44 million ($.14 per share); first half 1998 earnings are now $203 million ($.50 per share) compared to the previously reported $161 million ($.53 per share) and first quarter 1998 earnings are now $100 million ($.25 per share) as compared to the previously reported $75 million ($.25 per share). International Paper (www.internationalpaper.com) is the world's largest paper and forest products company. Businesses include printing paper, packaging, building materials, chemical products and distribution. Headquartered in the United States at Purchase, N.Y., the company has operations in nearly 50 countries, employs nearly 100,000 people and exports its products to more than 130 nations. # # # # This news release contains certain forward-looking statements concerning anticipated savings. Actual results may differ based primarily on whether such savings from restructuring the merger with Union Camp and other initiatives are achieved. International Paper, Continued. Page 3. International Paper Sales by Business Segment Preliminary and Unaudited (In millions) Three Months Ended Six Months Ended June 30, June 30, -------------------- --------------------- 1999 1998 1999 1998 -------- -------- -------- -------- Printing & Communications $ 1,405 $ 1,480 $ 2,880 $ 3,065 Papers Industrial & Consumer Packaging 1,760 1,790 3,435 3,520 Distribution 1,675 1,380 3,375 2,790 Chemicals & Petroleum 360 375 710 740 Forest Products 815 715 1,600 1,430 Carter Holt Harvey 400 365 765 780 Less: Intersegment Sales (419) (272) (737) (486) -------- -------- -------- -------- $ 5,996 $ 5,833 $ 12,028 $ 11,839 ======== ======== ======== ======== International Paper, Continued. Page 4.
International Paper Summary of Consolidated Earnings Preliminary and Unaudited (In millions except for net sales and per share amounts) Three Months Ended Six Months Ended June 30, (c) June 30, (c) -------------------- -------------------- 1999 1998 1999 1998 ----- ----- ----- ----- Net Sales (In billions) $ 6.0 $ 5.8 $12.0 $11.8 ----- ----- ----- ----- Earnings Before Interest, Income Taxes and Minority Interest 87(a) 327(b) 324(a) 670(b) Interest expense, net 123 156 266 314 ----- ----- ----- ----- Earnings (Loss) Before Income Taxes and Minority Interest (36)(a) 171(b) 58(a) 356(b) Income tax (benefit) provision (18)(a) 49(b) 10(a) 112(b) Minority interest expense, net of taxes 40 19 74 41 ----- ----- ----- ----- Earnings (Loss) Before Extraordinary Items (58)(a) 103(b) (26)(a) 203(b) Loss on extinguishment of debt 13 13 ----- ----- ----- ----- Net Earnings (Loss) $ (71)(a) $ 103(b) $ (39)(a) $ 203(b) ===== ===== ===== ===== Earnings (Loss) Per Common Share Before Extraordinary Items $(0.14) $0.25 $(0.06) $0.50 Loss on extinguishment of debt $(0.03) $(0.03) ----- ----- ----- ----- Earnings (Loss) Per Common Share $(0.17) $0.25 $(0.09) $0.50 ===== ===== ===== ===== Earnings (Loss) Per Common Share - Assuming Dilution $(0.17) $0.25 $(0.09) $0.50 ===== ===== ===== ===== Average Common Shares Outstanding 413.0 411.8 412.5 409.6 ===== ===== ===== =====
(a) Includes a $157 million pretax charge ($116 million after taxes) for merger integration costs; $36 million of pretax earnings ($27 million after taxes) from the reversal of restructuring reserves no longer required; and restrucuring and other charges totaling $113 million before taxes ($68 million after taxes). (b) Includes a $6 million pretax charge ($4 million after taxes) to write off in-process research and development costs related to an acquisition by Scitex, a 13% owned investee company. (c) Amounts have been restated to reflect the merger with Union Camp. EX-99.2 3 SEGMENT ANALYSIS
INTERNATIONAL PAPER COMPANY 1999 AND 1998 SALES BY INDUSTRY SEGMENT PRELIMINARY AND UNAUDITED (In Millions) Three Months Ended Three Months Ended Six Months Ended March 31, June 30, June 30, ---------------------- ---------------------- ----------------------- 1999 (a) 1998 (a) 1999 1998 (a) 1999 1998 (a) -------- -------- -------- -------- -------- -------- Printing & Communications Papers $ 1,475 $ 1,585 $ 1,405 $ 1,480 $ 2,880 $ 3,065 Industrial & Consumer Packaging 1,675 1,730 1,760 1,790 3,435 3,520 Distribution 1,700 1,410 1,675 1,380 3,375 2,790 Chemicals & Petroleum 350 365 360 375 710 740 Forest Products 785 715 815 715 1,600 1,430 Carter Holt Harvey 365 415 400 365 765 780 Coporate and Intersegment Sales (318) (214) (419) (272) (737) (486) -------- -------- -------- -------- -------- -------- Net Sales $ 6,032 $ 6,006 $ 5,996 $ 5,833 $ 12,028 $ 11,839 ======== ======== ======== ======== ======== ======== Three Months Ended Three Months Ended Twelve Months Ended September 30, 1998 (a) December 31, 1998 (a) December 31, 1998 (a) ---------------------- --------------------- --------------------- Printing & Communications Papers $ 1,455 $ 1,395 $ 5,915 Industrial & Consumer Packaging 1,765 1,725 7,010 Distribution 1,685 1,805 6,280 Chemicals & Petroleum 370 355 1,465 Forest Products 725 775 2,930 Carter Holt Harvey 345 380 1,505 Coporate and Intersegment Sales (313) (327) (1,126) -------- -------- -------- Net Sales $ 6,032 $ 6,108 $ 23,979 ======== ======== ========
(a) Amounts have been restated to reflect the merger with Union Camp.
INTERNATIONAL PAPER COMPANY 1999 AND 1998 SEGMENT EARNINGS BEFORE SPECIAL ITEMS PRELIMINARY AND UNAUDITED (In Millions) Three Months Ended Three Months Ended Six Months Ended March 31, June 30, June 30, ---------------------- ---------------------- ----------------------- 1999 (a) 1998 (a) 1999 1998 (a) 1999 1998 (a) -------- -------- -------- -------- -------- -------- Printing & Communications Papers $ 8 $ 98 $ 22 $ 77 $ 30 $ 175 Industrial & Consumer Packaging 56 90 142 110 198 200 Distribution 24 17 27 20 51 37 Chemicals & Petroleum 19 30 28 31 47 61 Forest Products 174 125 175 136 349 261 Carter Holt Harvey (b) 0 4 11 15 -------- -------- -------- -------- Total From Businesses (c) $ 281 $ 364 $ 385 $ 749 ======== ======== ======== ======== Three Months Ended Three Months Ended Twelve Months Ended September 30, 1998 (a) December 31, 1998 (a) December 31, 1998 (a) ---------------------- --------------------- --------------------- Printing & Communications Papers $ 34 $ (31) $ 178 Industrial & Consumer Packaging 95 39 334 Distribution 23 26 86 Chemicals & Petroleum 34 42 137 Forest Products 154 207 622 Carter Holt Harvey (1) 6 20 -------- -------- -------- Total From Businesses (c) $ 339 $ 289 $ 1,377 ======== ======== ========
(a) Amounts have been restated to reflect the merger with Union Camp. (b) Carter Holt Harvey is a publicly traded New Zealand corporation; current quarter earnings cannot be disclosed until a public release has been made by Carter Holt Harvey. (c) Total from businesses represents operating profit before net interest expense, minority interest adjustment, and net corporate items, and special items as discussed in the press release dated July 13, 1999, announcing earnings for second quarter of 1999, and the Company's Annual Report on Form 10-K for the year ended December 31, 1998. -----END PRIVACY-ENHANCED MESSAGE-----