UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------- Date of Report (Date of earliest event reported): March 30, 2004 International Paper Company (Exact name of registrant as specified in its charter) New York 1-3157 13-0872805 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 400 Atlantic Street Stamford, Connecticut 06921 (Address of principal executive offices) (Zip Code) (203) 541-8000 (Registrant's telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Required FD Disclosure On March 30, 2004, International Paper Company, a New York corporation (the "Registrant"), entered into a 5-Year Credit Agreement, dated as of March 30, 2004, between the Registrant, the lenders party thereto, Bank of America, N.A., as Syndication Agent, BNP Paribas, Citibank, N.A. and Deutche Bank Securities Inc., as Co-Documentation Agents, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent (the "5-Year Credit Agreement"), with an aggregate principal amount of $1.25 billion. A copy of the 5-Year Credit Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. In connection with entering into the 5-Year Credit Agreement, the aggregate commitments under the 3-Year Credit Agreement, dated as of March 6, 2003, between the Registrant, the lenders party thereto, Citibank, N.A., as Syndication Agent, Bank of America, N.A., BNP Paribas and Deutsche Bank Securities Inc., as Documentation Agents, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc., as Joint Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent, were reduced from $1.5 billion to $750 million. Item 7. Financial Statements, Financial Information and Exhibits (c) Exhibits 10.1 5-Year Credit Agreement, dated as of March 30, 2004, between International Paper Company, the lenders party thereto, Bank of America, N.A., as Syndication Agent, BNP Paribas, Citibank, N.A. and Deutche Bank Securities Inc., as Co-Documentation Agents, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent. SIGNATURE 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/ Andrea L. Dulberg --------------------------------------- Name: Andrea L. Dulberg Title: Assistant Secretary Date: April 2, 2004 EXHIBIT INDEX Exhibit Number Exhibit Name ------- ------------ 10.1 5-Year Credit Agreement, dated as of March 30, 2004, between International Paper Company, the lenders party thereto, Bank of America, N.A., as Syndication Agent, BNP Paribas, Citibank, N.A. and Deutche Bank Securities Inc., as Co-Documentation Agents, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Lead Arrangers and Joint Bookrunners, and JPMorgan Chase Bank, as Administrative Agent.