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
Date of Report: November 6, 1995
INTERNATIONAL PAPER COMPANY
(Exact Name of Registrant as Specified in Charter)
NEW YORK 1-3157 13-0872805
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
of Incorporation) No.)
TWO MANHATTANVILLE ROAD, PURCHASE, N.Y. 10577
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 914-397-1500
Not Applicable.
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 6, 1995, International Paper Company
("Registrant") and Federal Paper Board Company, Inc. ("FPB")
entered into an Agreement and Plan of Merger ("Merger
Agreement"), providing for a merger ("Merger") pursuant to
which, and subject to the terms thereof, FPB would become a
wholly owned subsidiary of the Registrant. As of the
effective time of the Merger, each outstanding share of FPB's
common stock, ("FPB Shares"), other than shares as to which
dissenters' rights may have been properly exercised, shares
held in the Treasury of FPB or by any of its subsidiaries and
shares owned by the Registrant or any of its subsidiaries, shall
be converted into, at the election of the holder thereof, the
right to receive one of the following (or a combination of
both as determined under the Merger Agreement): (i) the
number of shares of Registrant's Common Stock ("Registrant
Common Stock"), determined by dividing $55.00 by an average
of the last sales price of Registrant Common Stock on the New
York Stock Exchange, Inc. Composite Tape for the 20 consecutive
trading days ending on the trading day which is five days prior to
the closing of the Merger, subject to the limitation that not more
than 1.612 and not less than 1.275 shares of the Registrant Common
Stock will be issued; and (ii) $55 in cash. The election to
receive cash or Registrant Common Stock will be subject to
adjustment so that approximately 49% of the FPB Shares will
be exchanged for cash, and 51% will be exchanged for shares
of Registrant Common Stock. The Merger is intended to
qualify as a tax-free reorganization.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is hereby
incorporated by reference in its entirety. A copy of the joint
press release, dated November 6, 1995, relating to the above-
described transactions is attached hereto as Exhibit 99.1.
ITEM 7: FINANCIAL STATEMENT, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
November 6, 1995, among International Paper Company, Focus
Merger Co., Inc., and Federal Paper Board Company, Inc.
99.1 Joint Press Release issued by International
Paper Company and Federal Paper Board Company, Inc.
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 hereunto
duly authorized.
INTERNATIONAL PAPER COMPANY
By: /s/ Syvert E. Nerheim
Name: Syvert E. Nerheim
Title: Assistant Secretary
Date: November 13, 1995
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of November
6, 1995, among International Paper Company, Focus
Merger Co., Inc., and Federal Paper Board Company,
Inc.
99.1 Joint Press Release issued by International Paper
Company and Federal Paper Board Company, Inc.