As filed with the Securities and Exchange Commission on April 8, 2002
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Address including zip code of Principal Executive Offices)
INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
(previously filed as "International Paper Company Stock Option Plan")
(Full title of the plan)
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Barbara L. Smithers, Esq.
Vice President and Secretary
International Paper Company
400 Atlantic Street
Stamford, Connecticut 06921
(203) 541-8000
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Beverly F. Chase
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) Per Unit (2) Offering Price(2) Registration Fee
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Common Stock, par value $1.00 per
share 20,000,000 $41.32 $826,400,000.00 $76,028.80
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(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of
1933, as amended (the "1933 Act"), solely for the purpose of computing the
registration fee, based on the average of the high and low prices of the
securities being registered hereby on the New York Stock Exchange on April
4, 2002.
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EXPLANATORY NOTE
Registration Statements were filed on July 27, 1995 (Registration No.
033-61335) and on August 12, 1999 (Registration No. 333-85051) (collectively,
the "Prior Registration Statements") to register under the 1933 Act, among
other things, 5,000,000 shares of International Paper Company common stock, par
value $1.00 per share (the "Common Stock") and 3,000,000 shares of Common
Stock, respectively, issuable under the International Paper Company Long-Term
Incentive Compensation Plan (previously filed as "International Paper Company
Stock Option Plan") (the "Plan"). This Registration Statement on Form S-8 (the
"Registration Statement") has been prepared and filed pursuant to and in
accordance with the requirements of General Instruction E to Form S-8 for the
purpose of effecting the registration under the 1933 Act of an additional
20,000,000 shares of Common Stock issuable upon stock options granted, or to be
granted, under the Plan at any time or from time to time.
1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the International Paper
Company (the "Company") hereby incorporates by reference the contents of the
Prior Registration Statements.
ITEM 5. INTEREST 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 Barbara L. Smithers, Esq.,
Vice President and Secretary of the Company. Ms. Smithers owns Company Common
Stock and holds employee stock options to purchase Company Common Stock.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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5 Opinion of Barbara L. Smithers, Esq.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5).
EXPERTS
The financial statements and schedule included (or incorporated by
reference) in this Registration Statement have been audited by Arthur Andersen
LLP, Independent Public Accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing this Registration Statement and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 8th day of
April, 2002.
INTERNATIONAL PAPER COMPANY
By: /s/ Barbara L. Smithers
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Name: Barbara L. Smithers
Title: Vice President and Secretary
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Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
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Chairman of the Board, Chief
/s/ John T. Dillon Executive Officer and Director April 8, 2002
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John T. Dillon
/s/ Robert J. Eaton Director April 8, 2002
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Robert J. Eaton
/s/ Samir G. Gibara Director April 8, 2002
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Samir G. Gibara
/s/ James A. Henderson Director April 8, 2002
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James A. Henderson
/s/ John R. Kennedy Director April 8, 2002
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John R. Kennedy
/s/ Robert D. Kennedy Director April 8, 2002
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Robert D. Kennedy
/s/ W. Craig McClelland Director April 8, 2002
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W. Craig McClelland
/s/ Donald F. McHenry Director April 8, 2002
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Donald F. McHenry
/s/ Patrick F. Noonan Director April 8, 2002
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Patrick F. Noonan
/s/ Jane C. Pfeiffer Director April 8, 2002
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Jane C. Pfeiffer
/s/ Jeremiah J. Sheehan Director April 8, 2002
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Jeremiah J. Sheehan
/s/ Charles R. Shoemate Director April 8, 2002
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Charles R. Shoemate
/s/ John V. Faraci Executive Vice President and
------------------------- Chief Financial Officer April 8, 2002
John V. Faraci
/s/ Andrew R. Lessin Vice President--Finance and
------------------------- Chief Accounting Officer April 8, 2002
Andrew R. Lessin
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Barbara L. Smithers, Esq.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Barbara L. Smithers, Esq. (included in Exhibit 5).
5