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
August 15, 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 August 15, 1996, International Paper Company
(the "Company") entered into an Agency Agree-
ment with CS First Boston Corporation, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities Inc.
and Morgan Stanley & Co. Incorporated in con-
nection with the issuance and sale from time to
time of up to U.S. $975,000,000 of its Medium
Term Notes, Series F.
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
2
(c) Exhibits:
1(a) Agency Agreement dated August 15,
1996 among International Paper Com-
pany and CS First Boston Corpora-
tion, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith In-
corporated, J.P. Morgan Securities
Inc. and Morgan Stanley & Co. In-
corporated in connection with the
issuance and sale and sale from
time to time of up to $975,000,000
of its Medium Term Notes, Series F.
ITEM VIII. CHANGES IN FISCAL YEAR
N/A
3
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: August 15, 1996 /s/ Carol Berardi
-----------------
Purchase, NY
4
EXHIBIT INDEX
Page
----
1(a) Agency Agreement dated August 15, 1996 among In-
ternational Paper Company and CS First Boston
Corporation, Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorpo-
rated in connection with the issuance and sale
from time to time of up to $975,000,000 of its
Medium Term Notes, Series F.
5