-----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, AW9VU+BiNCaXbFOKZfGCX/JLea40dWhir1j7OeuYv4yMIxJ1rE0ST6opsWNltlsq 3Sqo13OHndekBntYra+0aQ== 0001193125-05-055330.txt : 20050318 0001193125-05-055330.hdr.sgml : 20050318 20050318163145 ACCESSION NUMBER: 0001193125-05-055330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050318 DATE AS OF CHANGE: 20050318 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: 05692005 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 d8k.txt CURRENT REPORT 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: March 18, 2005 Date of Earliest Event Reported: March 14, 2005 INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in its charter) NEW YORK 1-3157 13-0872805 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On March 14, 2005, the Company announced it had entered into an agreement to sell its Industrial Papers Business to Kohlberg & Company, LLC for approximately $180 million subject to certain adjustments at closing. Our preliminary estimate of the loss on the sale is approximately $50 million. The actual amount is dependent on the completion of accounting analysis and review procedures relating to the transaction. ITEM 9.01. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1 Press Release of International Paper Company dated March 14, 2005. 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. INTERNATIONAL PAPER COMPANY (Registrant) By: /s/ Andrea L. Dulberg --------------------- Name: Andrea L. Dulberg Title: Assistant Secretary Date: March 18, 2005 3 EXHIBIT INDEX ------------- Exhibit 99.1: Press Release of International Paper Company, dated March 14, 2005. 4 EX-99.1 2 dex991.txt PRESS RELEASE OF INTERNATIONAL PAPER COMPANY DATED MARCH 14, 2005 EXHIBIT 99.1 PRESS RELEASE OF INTERNATIONAL PAPER COMPANY DATED MARCH 14, 2005 - -------------------------------------------------------------------------------- [LOGO OF INTERNATIONAL PAPER] - -------------------------------------------------------------------------------- INTERNATIONAL PAPER PLAZA 400 ATLANTIC STREET STAMFORD, CT 06921 News Release Media Contacts: Corporate contacts: Jennifer Boardman, (203) 541-8407 Marshall Murphy, (901) 419-4050 Local contact: Jennifer Kurczek, Kaukauna, Wis., (920) 766-8610 Investor Contacts: Darial Sneed, 203-541-8541 Brian Turcotte, 203-541-8632 International Paper Agrees to Sell its Industrial Papers Business ----------------------------------------------------------------- STAMFORD, Conn., March 14, 2005 - International Paper (NYSE: IP) today announced that it has signed an agreement to sell its Industrial Papers Business to Kohlberg and Company, LLC for approximately $180 million subject to certain adjustments at closing. The Industrial Papers Business includes the lightweight packaging papers and pressure sensitive papers segments and related converting assets. The companies expect to close on the sale in the second quarter of 2005, subject to various closing conditions and any required regulatory approval. Included in the Industrial Papers sale agreement are paper mills in DePere and Kaukauna, Wis.; the Akrosil business with paper converting facilities in Menasha, Wis., Lancaster, Ohio, and Heerlen, Netherlands; and Thilmany Packaging located at the Kaukauna Mill. These operations employ approximately 1,400 people. The agreement with Kohlberg also includes a supply contract for IP to produce lightweight specialty papers at its Androscoggin, Maine, Mill. "This is a good business with dedicated employees, and I know these facilities will continue to be successful with new ownership," said Wayne Brafford, senior vice president of International Paper's Industrial Packaging Group. International Paper previously announced in August 2004 that it was exploring strategic alternatives for this business as part of the company's program to better focus its asset portfolio on core businesses and growth areas. The Industrial Papers business manufactures lightweight packaging papers and pressure sensitive papers that are used in such applications as pressure sensitive labels, food and industrial packaging and consumer hygiene products. The annual production capacity of the business including the contract volume from the Androscoggin, Maine, Mill is approximately 400,000 tons. Founded in 1987, Kohlberg & Company is a private equity firm with offices in Mt. Kisco, New York and Palo Alto, California. Together with its affiliates, Kohlberg manages more $3.7 billion of capital. Through its affiliates, Kohlberg has completed over 75 acquisitions and recapitalization transactions in a variety of industries, including a focus on investments in the manufacturing, healthcare, consumer products and service industries. International Paper (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) program, a system that ensures the perpetual planting, growing and harvesting of trees while protecting biodiversity, wildlife, plants, soil, water and air quality. Headquartered in the United States, International Paper has operations in over 40 countries and sells its products in more than 120 nations. ### Statements in this news release that are not historical are forward-looking. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including but not limited to, uncertainty as to whether the sale of the business will be completed, the ability of the companies to meet closing conditions, the strength of demand for the company's products and changes in overall demand, the effects of competition from foreign and domestic producers, changes in the cost or availability of raw materials, unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations, the ability of the company to continue to realize anticipated cost savings, performance of the company's manufacturing operations, results of legal proceedings, changes related to international economic conditions and changes in currency exchange rates. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----