| Filed pursuant to Rule 424(b)(3) File No. 333-69082 |
This prospectus supplement relates to the resale by the holders listed below of Zero Coupon Convertible Senior Debentures due 2021 of International Paper Company and the shares of our common stock issuable upon the conversion of the debentures.
You should read this prospectus supplement together with the prospectus dated January 16, 2002, which is to be delivered with this prospectus supplement.
The table below sets
forth additional and updated information concerning beneficial ownership of the
debentures, and supplements and, to the extent inconsistent with, amends the table
appearing under the caption “Selling Securityholders” beginning on page 35 of the
prospectus. To the extent that a selling securityholder is listed both in the table below
and in the table appearing in the prospectus, the information set forth below regarding
that selling securityholder supercedes the information set forth in the prospectus. We
have prepared this table based on information given to us by the selling securityholders
listed below prior to the date hereof.
| Name
of Selling Securityholder
|
Principal
Amount at Maturity of Debentures Beneficially Owned That May be Sold |
Percentage
of Debentures Outstanding |
Number
of Shares of Common Stock That May be Sold(2) |
Percentage
of Common Stock Outstanding(3) |
|---|---|---|---|---|
| S.A.C. Capital Associates, LLC (1) | 8,500,000 | 0.404 | 80,844.35 | * |
| Total | $2,105,000,000 | 100.00% | 20,020,865.00 | 4.15% |
| * | Less than one percent (1%) |
| (1) | The name of this selling securityholder hereby corrects and replaces Credit Suisse First Boston International, which was incorrectly listed as a selling securityholder in Prospectus Supplement No. 10 to Prospectus dated January 16, 2002 filed on September 27, 2002. |
| (2) | Assumes conversion of all of the holder’s debentures at a conversion rate of 9.5111 shares of common stock per $1,000 principal amount at maturity of the debentures. This conversion rate is subject to adjustment, however, as described under "Description of Debentures—Conversion Rights—Adjustments to Conversion Rate" beginning on page 22 of the prospectus. As a result, the number of shares of common stock issuable upon conversion of the debentures may increase or decrease in the future. |
| (3) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 481,958,088 shares of common stock outstanding as of September 30, 2001. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s debentures. However, we did not assume the conversion of any other holder’s debentures. |
You should carefully consider the matters discussed under the caption “Risk
Factors” starting on page 11 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.