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 June 9, 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 June 9, 1994, International Paper Company (the "Company") entered into an Underwriting Agreement with J.P. Morgan Securities Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated in connection with the proposed issuance and sale of $150,000,000 aggregate principal amount of the Company's 8 1/8% Debentures due June 15, 2024. 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 June 9, 1994 among the Company, J.P. Morgan Securities Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated. 4(a) Form of Debenture. 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: June 15, 1994 /s/SYVERT E. NERHEIM Purchase, NY Syvert E. Nerheim Assistant Secretary EXHIBIT INDEX Page 1(a) Underwriting Agreement dated June 9, 1994 among the Company, J.P Morgan Securities Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated. 4(a) Form of Debenture.