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 May 19, 1994 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 May 19, 1994, International Paper Company (the "Company") entered into an Underwriting Agreement with Kidder, Peabody & Co. Incorporated and CS First Boston Corporation in connection with the proposed issuance and sale of $150,000,000 aggregate principal amount of the Company's 71/2% Notes due 2004. 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 (c) Exhibits: 1(a) Underwriting Agreement dated May 19, 1994 among the Company, Kidder, Peabody & Co. Incorporated and CS First Boston Corporation. 1(b) International Paper Company Underwriting Agreement Standard Provisions (Debt) dated as of May 19, 1994. 1(c) International Paper Company Underwriting Agreement Standard Provisions (Preferred Stock) dated as of May 19, 1994. 1(d) International Paper Company Underwriting Agreement Standard Provisions (Common Stock) dated as of May 19, 1994. 4(a) Indenture relating to Senior Debt Securities, dated as of April 1, 1994, between the Company and The Chase Manhattan Bank, N.A., as trustee. 4(b) Indenture relating to Subordinated Debt Securities, dated as of April 1, 1994, between the Company and The Chase Manhattan Bank, N.A., as trustee. 4(c) Form of Note. 12 Statement re: Calculation of Ratio of Earnings to Fixed Charges. ITEM VIII. CHANGES IN FISCAL YEAR N/A 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: May 23, 1994 /s/SYVERT E. NERHEIM Purchase, NY Syvert E. Nerheim Assistant Secretary EXHIBIT INDEX 1(a) Underwriting Agreement dated May 19, 1994 among the Company, Kidder, Peabody & Co. Incorporated and CS First Boston Corporation. 1(b) International Paper Company Underwriting Agreement Standard Provisions (Debt) dated as of May 19, 1994. 1(c) International Paper Company Underwriting Agreement Standard Provisions (Preferred Stock) dated as of May 19, 1994. 1(d) International Paper Company Underwriting Agreement Standard Provisions (Common Stock) dated as of May 19, 1994. 4(a) Indenture relating to Senior Debt Securities, dated as of April 1, 1994, between the Company and The Chase Manhattan Bank, N.A., as trustee. 4(b) Indenture relating to Subordinated Debt Securities, dated as of April 1, 1994, between the Company and The Chase Manhattan Bank, N.A., as trustee. 4(c) Form of Note. 12 Statement re: Calculation of Ratio of Earnings to Fixed Charges. INTERNATIONAL PAPER SYVERT E. NERHEIM TWO MANHATTANVILLE ROAD ASSISTANT SECRETARY PURCHASE NY 10577 2196 & MANAGER PHONE 914-397-1578 INVESTOR & U.S. SUBSIDIARY FAX 914-397-1909 SERVICES