As filed with the Securities and Exchange Commission on August , 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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International Paper Company
(Exact Name of Registrant as specified in its charter)
New York 13-0872805
(State of incorporation) (I.R.S. Employer
Identification No.)
Two Manhattanville Road
Purchase, New York 10577
(Address of principal executive offices)
International Paper Company
Salaried Savings Plan
Retirement Savings Plan
Savings Plan for Hourly Union Employees
(Full title of Plan)
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James W. Guedry, Esq.
Vice President and Secretary
International Paper Company
Two Manhattanville Road
Purchase, New York 10577
(914) 397-1500
(Name, address and telephone number,
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed
Amount Offering Maximum Amount of
Title of Securities to to be Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
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Common Stock,
Par value $1.00 per share.... 1,000,000 Shares (1)(2) $52.00 (3) $52,000,000 (3) $14,456
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(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus in-
cluded in this registration statement also relates to 2,291,410 shares of
International Paper's Common Stock, $1.00 par value, previously registered
under International Paper's registration statements on Form S-8 (No. 33-
50438) and (No. 33-38133). This registration statement constitutes Post-
Effective Amendment No. 1 to International Paper's registration statements
on Form S-8 (No. 33-50438) and (No. 33-38133). The number of shares of In-
ternational Paper's Common Stock being registered, together with the re-
maining number of shares of International Paper's Common Stock registered
under registration statements No. 33-50438 and No. 33-38133 represents the
maximum number of shares of International Paper's Common Stock which are
expected to be offered for sale.
(2) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments, as provided in the In-
ternational Paper Company Salaried Savings Plan, Retirement Savings Plan
and Savings Plan for Hourly Union Employees, of which the Stock Option
Plan is a part, for any stock dividend, split, reclassification or other
analogous changes in capitalization or any distribution to holders of In-
ternational Paper Company stock.
(3) Estimated solely for purposes of computing the registration fee. The pro-
posed maximum offering price per share and maximum aggregate offering
price are based on the average high and low prices per share of Common
Stock of International Paper on August 9, 1999, as reported in the consol-
idated reporting system.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registra-
tion statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, or until the registration statement shall
become effective on such date as the SEC, acting pursuant to said Section
8(a), may determine.
PART I
The following documents listed under this Part I and the documents incorpo-
rated by reference under Item 3 of Part II to this Form S-8, taken together
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants pursuant to this
Item is set forth in Company's Prospectuses for each of the Salaried Savings
Plan, Retirement Savings Plan and Savings Plan for Hourly Union Employees.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item I above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, International Paper Company, a New York
corporation (the "Registrant"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference.
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 1998;
(3) The Registrant's Current Reports on Form 8-K filed January 1, 1999
and March 9, 1999, April 13, 1999, May 13, 1999 and July 15, 1999.
(4) The description of the Registrant's capital stock which is contained
in the Registrant's registration statement on Form 8-A, dated July 20,
1976, as amended.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters with respect to the offering of the shares of Common
Stock registered hereby have been passed upon by James W. Guedry, Vice
President and Secretary of the Registrant. Mr. Guedry does not own a material
or significant amount of the outstanding shares of Common Stock. He
participates in the Registrant's Stock Option Plan and in its Salaried Savings
Plan, having an interest in a fund under that plan which invests in the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 721 of the New York Business Corporation Law ("NYBCL") provides
that, in addition to indemnification provided in Article 7 of the NYBCL, a
corporation may indemnify a director or the officer by a provision contained
in its certificate of incorporation or by-laws or by a duly authorized
resolution of its shareholders or directors or by agreement, provided that no
indemnification may be made to or on behalf of any director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722(a) of the NYBCL provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action
other than a derivative action, whether civil or criminal, against judgments,
fines, amounts paid in settlement and reasonable expenses actually and
necessarily incurred as a result
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of such action, if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, in criminal actions or proceedings, in
addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the NYBCL provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually
and necessarily incurred by him in connection with the defense or settlement
of such action or in connection with an appeal therein if such director or
officer acted, in good faith, for a purpose which he reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the NYBCL in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses
as the court deems proper.
Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or officer
has not been successful or the action is settled, indemnification must be
authorized by the appropriate corporate action as set forth in Section 723.
Section 724 of the NYBCL provides that, upon application by a director or
officer, indemnification may be awarded by a court to the extent authorized
under Section 722 and 723 of the NYBCL contains certain other miscellaneous
provisions affecting the indemnification of directors and officers.
Section 726 of the NYBCL authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
section, (2) directors and officers in instances in which they may be
indemnified by a corporation under such section, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such section, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for co-
insurance.
Article VII of the Restated Certificate of Incorporation of the Registrant
provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred
by him in connection with the defense of any action, suit or
proceeding in which he is made a party by reason of his being
or having been a Director of the Corporation, except in
relation to matters as to which he shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of his duties as such Director,
provided that such right of indemnification shall not be
deemed exclusive of any other rights to which a Director of
the Corporation may be entitled, under any by-law, agreement,
vote of stockholders or otherwise."
Article IX of the By-laws, as amended, of the Registrant provides as
follows:
"The Corporation shall indemnify each Officer or Director who
is made, or threatened to be made, a party to any action by
reason of the fact that he or she is or was an Officer or
Director of the Corporation, or is or was serving at the
request of the Corporation in any capacity for the Corporation
or any other enterprise, to the fullest extent permitted
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by applicable law. The Corporation may, so far as permitted by
law, enter into an agreement to indemnify and advance expenses
to any Officer or Director who is made, or threatened to be
made, a party to any such action."
The Registrant has purchased certain liability insurance for its officers
and directors as permitted by Section 727 of the NYBCL and has entered into
indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the NYBCL as permitted by
Section 721 of the NYBCL.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion of James W. Guedry, Vice President and Secretary of the Registrant, regarding the legality
of the securities being registered.
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of James W. Guedry (included in Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-ef-
fective amendment thereof) which, individually or in the aggregate, repre-
sents a fundamental change in the information set forth in this registra-
tion statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information re-
quired to be included in post-effective amendment by those paragraphs is con-
tained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the registrant has duly caused
this registration statement on form S-8 to be signed on its behalf by under-
signed, thereunto duly authorized, in the city of Purchase, State of New York,
on this 12th day of August, 1999.
International Paper Company
/s/ James W. Guedry
By:________________________________
James W. Guedry Vice President &
Secretary
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities and on the 10th day
of August, 1999.
Signature Title
/s/ John T. Dillon* Director and
- ------------------------------------- Chairman of the
John T. Dillon Board (Chief
Executive Officer)
/s/ C. Wesley Smith* Executive Vice
- ------------------------------------- President and
C. Wesley Smith Director
/s/ Peter I. Bijur* Director
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Peter I. Bijur
/s/ Robert J. Eaton* Director
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Robert J. Eaton
/s/ Samir G. Gibara* Director
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Samir G. Gibara
Director
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John A. Georges
Director
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James A. Henderson
/s/ John R. Kennedy* Director
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John R. Kennedy
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/s/ Robert D. Kennedy* Director
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Robert D. Kennedy
/s/ W. Craig McClelland* Director
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W. Craig McClelland
/s/ Donald F. McHenry* Director
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Donald F. McHenry
/s/ Patrick F. Nooman* Director
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Patrick F. Nooman
/s/ Jane C. Pfeiffer* Director
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Jane C. Pfeiffer
/s/ Jeremiah J. Sheehan* Director
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Jeremiah J. Sheehan
/s/ Charles R. Shoemate* Director
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Charles R. Shoemate
/s/ John V. Faraci* Senior Vice
- ------------------------------------- President and Chief
John V. Faraci Financial Officer
/s/ Andrew R. Lessin* Vice President and
- ------------------------------------- Controller and
Andrew R. Lessin Chief Accounting
Officer
*By /s/ James W. Guedry
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James W. Guedry, Attorney-in-fact
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