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 February 12, 1997 - -------------------------------------------------------------------------------- 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 The Company's By-Laws were amended to add a new requirement to Article I noted as Section 7 relating to advance notification of shareholder proposals being made at shareholder meetings and a revision at Section 9 of Article II to reflect a change in the advance notice provisions relating to share owner nominations for election of directors. 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 By-laws of International Paper Company as amended February 12, 1997 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) Date: February 12, 1997 CAROL M. BERARDI Purchase, NY ---------------------------------- Carol M. Berardi Assistant Secretary