As filed with the Securities and Exchange Commission on November 8, 2004
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 of Principal Executive Offices)
INTERNATIONAL PAPER COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the Plan)
Andrea L. Dulberg, Esq.
Assistant Corporate Secretary
International Paper Company
400 Atlantic Street
Stamford, Connecticut 06921
(203) 541-8000
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Elizabeth Pagel Serebransky, Esq.
Debevoise & Plimpton LLP
919 Third Ave.
New York, NY 10022
212-909-6000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (1) unit (2) price (2) registration fee
----------------------- -------------- ------------------- ------------------ ----------------
Common Stock, par 14,000,000 (1) $38.54 $539,560,000(2) $68,362.25
value $ 1.00 per share
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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 Rule 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
November 2, 2004.
EXPLANATORY NOTE
Registration Statements were filed on July 27, 1995 (Registration No.
033-61335), on August 12, 1999 (Registration No. 333-85051), on April 8, 2002
(Registration Nos. 333-85828 and 333-85824) and on August 18, 2003 (Registration
No. 333-108046) (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"), 20,000,000
shares of Common Stock, 3,000,000 shares of Common Stock, and 10,000,000 shares
of Common Stock respectively, issuable under the International Paper Company
Long-Term Incentive Compensation Plan (the "Plan") (filed as Appendix B to the
Company's Definitive Proxy Statement on Schedule 14A dated April 9, 2004). This
Registration Statement on Form S-8 (this "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 14,000,000 shares of Common Stock issuable
upon awards granted, or to be granted, under the Plan at any time or from time
to time.
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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. INTERESTS 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 Andrea L. Dulberg, Esq.,
Assistant Corporate Secretary of the Company. Ms. Dulberg owns Company Common
Stock and holds employee stock options to purchase Company Common Stock in an
amount equal to less than .1% of the outstanding shares of the Company.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5 Opinion of Andrea L. Dulberg, Esq. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrea L. Dulberg, Esq. (included in Exhibit 5).
24 Powers of Attorney (filed herewith - see pages 6-8 of the Registration Statement).
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of
the Securities Act, unless the information is contained in periodic
reports filed by the
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Company pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information is contained in
periodic reports filed by the Company pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Subsequent Exchange Act Documents. The Company hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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EXPERTS
The consolidated financial statements and related financial statement
schedules as of and for the years ended December 31, 2003 and December 31, 2002
appearing in our Annual Report on Form 10-K for the year ended December 31,
2003 and incorporated by reference in this Registration Statement have been
audited by Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their report (which report expresses an unqualified opinion
and contains an explanatory paragraph for the adoption of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
and an explanatory paragraph concerning the application of procedures relating
to certain disclosures of financial statement amounts related to the 2001
financial statements that were audited by other auditors who have ceased
operations and for which Deloitte & Touche LLP have expressed no opinion or
other form of assurance other than with respect to such disclosures), and have
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements as of December 31, 2001
appearing in our Annual Report on Form 10-K for the year ended December 31, 2003
and incorporated by reference in this Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
On April 9, 2002, we announced that we engaged Deloitte & Touche LLP to
replace Arthur Andersen as our independent auditors. During the fiscal year
ended December 31, 2001 and the subsequent interim period preceding the change
of auditors, we had no disagreements with Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosures or auditing
scope or procedures which, if not resolved to Arthur Andersen's satisfaction,
would have caused it to make reference to the disagreement in connection with
its report.
We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this Registration Statement as
having certified our consolidated financial statements for the year ended
December 31, 2001, as required by Section 7 of the Securities Act. Accordingly,
we have dispensed with the requirement to file its consent in reliance upon Rule
437a of the Securities Act. Because Arthur Andersen has not consented to the
inclusion of its report in this Registration Statement, you may have no
effective remedy against Arthur Andersen under Section 11 of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen, or any omissions to state a material fact
required to be stated therein. In addition, the ability of Arthur Andersen to
satisfy any claims (including claims arising from its provision of auditing and
other services to us) may be limited as a practical matter because Arthur
Andersen has ceased operations.
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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 of 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
November, 2004.
INTERNATIONAL PAPER COMPANY
By: /s/ Andrea L. Dulberg
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Name: Andrea L. Dulberg
Title: Assistant Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints, Maura Abeln Smith and Andrea L.
Dulberg, and each of them, with full power to act without the other, as his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, to do any and all acts and things and execute, in the name
of the undersigned, any and all instruments which said attorney-in-fact and
agent may deem necessary or advisable in order to enable International Paper
Company to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and any requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the filing with the
Commission of this Registration Statement on Form S-8 under the 1933 Act,
including specifically but without limitation, power and authority to sign the
name of the undersigned to such Registration Statement, and any amendments to
such Registration Statement (including post-effective amendments), and to file
the same with all exhibits thereto and other documents in connection therewith,
with the Commission, to sign any and all applications, registration statements,
notices or other documents necessary or advisable to comply with applicable
state securities laws, and to file the same, together with other documents in
connection therewith with the appropriate state securities authorities, granting
unto said attorney-in-fact and agent, full power and authority to do and to
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John V. Faraci Chairman of the Board, and October 10, 2004
------------------------------------ Chief Executive Officer and
John V. Faraci Director
/s/ Christopher P. Liddell Senior Vice President and November 8, 2004
------------------------------------ Chief Financial Officer
Christopher P. Liddell
/s/ Robert J. Grillet Vice President - Finance November 8, 2004
------------------------------------ and Controller
Robert J. Grillet
/s/ Robert M. Amen President and Director November 8, 2004
------------------------------------
Robert M. Amen
/s/ Martha F. Brooks Director October 11, 2004
------------------------------------
Martha F. Brooks
/s/ Robert J. Eaton Director October 11, 2004
-------------------------------------------
Robert J. Eaton
/s/ Samir G. Gibara Director October 9, 2004
------------------------------------
Samir G. Gibara
/s/ James A. Henderson Director November 8, 2004
------------------------------------
James A. Henderson
/s/ W. Craig McClelland Director November 8, 2004
---------------------------
W. Craig McClelland
/s/ Donald F. McHenry Director November 8, 2004
------------------------------------
Donald F. McHenry
/s/ Charles R. Shoemate Director November 8, 2004
------------------------------------
Charles R. Shoemate
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Andrea L. Dulberg, Esq. (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Andrea L. Dulberg, Esq. (included in Exhibit 5).
24 Powers of Attorney (filed herewith - see pages 6-7 of the Registration Statement).
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