As filed with the Securities and Exchange Commission on January 16, 2002
Registration No. 333-69082
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
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 (IRS Employer Identification Number)
of incorporation or organization)
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400 Atlantic Street
Stamford, Connecticut 06921
(203) 541-8000
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
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Barbara Smithers
Vice President and Corporate Secretary
International Paper Company
400 Atlantic Street
Stamford, Connecticut 06921
(203) 541-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Francis J. Morison
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable in
connection with the issuance and distribution of the securities being
registered. All amounts are shown are estimates except the SEC registration
fee.
SEC registration fee.......................................... $258,188.78
Printing expenses............................................. 60,000
Accounting fees and expenses.................................. 15,000
Legal fees and expenses....................................... 75,000
Transfer Agent expenses....................................... 15,000
Miscellaneous expenses........................................ 10,000
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Total............................................... $433,188.78
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Item 15. Indemnification of Directors and Officers.
Section 721 of the New York Business Corporation Law ("B.C.L.") provides
that, in addition to the indemnification provided in Article 7 of the B.C.L., a
corporation may indemnify a director or officer by a provision contained in its
certificate of incorporation or by-laws or by a duly authorized resolution of
its shareholders or directors or by agreement provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and material to the cause of action, or that the director or officer
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
Section 722(a) of the B.C.L. provides that a corporation may indemnify a
director or officer made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal, against judgments, fines,
amounts paid in settlement and reasonable expenses actually and necessarily
incurred as a result of such action, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, in criminal actions or proceedings,
in addition, has no reasonable cause to believe that his conduct was unlawful.
Section 722(c) of the B.C.L. provides that a corporation may indemnify a
director or officer, made or threatened to be made a party in a derivative
action, against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of
such action or in connection with an appeal therein if such director or officer
acted, in good faith, for a purpose which he reasonably believed to be in, or
not opposed to, the best interests of the corporation, except that no
indemnification will be available under Section 722(c) of the B.C.L. in respect
of a threatened or pending action which is settled or otherwise disposed of or
any claims as to which such director or officer will have been adjudged liable
to the corporation, unless and only to the extent that the court in which the
action was brought, or, if no action was brought, any court of competent
jurisdiction, determines, upon application, that, in view of all the
circumstances of the case, the director or officer is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 723 of the B.C.L. specifies the manner in which payment of
indemnification under Section 722 of the B.C.L. or indemnification permitted
under Section 721 of the B.C.L. may be authorized by the corporation. It
provides that indemnification may be authorized by the corporation. It provides
that indemnification by a corporation is mandatory in any case in which the
director or officer has been successful, whether on the merits or otherwise, in
defending an action. In the event that the director or officer has not been
successful or the action is settled, indemnification must be authorized by the
appropriate corporate action as set forth in Section 723. Section 724 of the
B.C.L. provides that, upon application by a director or officer,
indemnification may be awarded by a court to the extent authorized under
Sections 722 and 723. Section 725 of the B.C.L. contains certain other
miscellaneous provisions affecting the indemnification of directors and
officers.
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Section 726 of the B.C.L. authorizes the purchase and maintenance of
insurance to indemnify (1) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above
sections, (2) directors and officers in instances in which they may be
indemnified by a corporation under such sections, and (3) directors and
officers in instances in which they may not otherwise be indemnified by a
corporation under such sections, provided the contract of insurance covering
such directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for co-insurance.
Article VII of the Restated Certificate of Incorporation, as amended, of
the Registrant provides in part as follows:
"Each Director of the Corporation shall be indemnified by the
Corporation against expenses actually and necessarily incurred by him
in connection with the defense of any action, suit or proceeding in
which he is made a party by reason of his being or having been a
Director of the Corporation, except in relation to matters as to
which he shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of his duties
as such Director; provided that such right of indemnification shall
not be deemed exclusive of any other rights to which a Director of
the Corporation may be entitled, under any by-law, agreement, vote of
stockholders or otherwise."
Article IX of the By-laws, as amended, of the Registrant provides as
follows:
"The Corporation shall indemnify each Officer or Director who is
made, or threatened to be made, a party to any action by reason of
the fact that he or she is or was an Officer or Director of the
Corporation, or is or was serving at the request of the Corporation
in any capacity for the Corporation or any other enterprise, to the
fullest extent permitted by applicable law. The Corporation may, so
far as permitted by law, enter into an agreement to indemnify and
advance expenses to any Officer or Director who is made, or
threatened to be made, a party to any such action."
International Paper has purchased certain liability insurance for its
officers and directors as permitted by Section 726 of the B.C.L., has entered
into indemnity agreements with its directors and certain officers providing
indemnification in addition to that provided under the B.C.L., as permitted by
Section 721 of the B.C.L.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
Reference is made to Section 4 of the Registration Rights Agreement
incorporated by reference as Exhibit 4.4 hereto for a description of the
indemnification arrangements in connection with the registration of the
debentures under the Securities Act of 1933.
Item 16. Exhibits.
Exhibit
Number Description
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** 1.1 Purchase Agreement dated June 13, 2001 between International
Paper Company and Credit Suisse First Boston Corporation.
4.1 Indenture, dated as of April 12, 1999, between International
Paper and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to International Paper's Report on
Form 8-K filed on June 29, 2000 (File No. 1-3157)).
** 4.2 Convertible Debentures Supplemental Indenture dated as of
June 20, 2001, between International Paper Company and the
Bank of New York, as Trustee.
** 4.3 Form of Debenture (included in Exhibit 4.2)
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Exhibit
Number Description
--------- -------------
** 4.4 Registration Rights Agreement dated as of June 20, 2001 between
International Paper Company and Credit Suisse First Boston
Corporation.
** 5.1 Opinion of Davis Polk & Wardwell.
12.1 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12 to International Paper's Report on
Form 10-Q filed on November 14, 2001 (File No. 1-3157)).
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of PricewaterhouseCoopers.
**23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
**24.1 Powers of Attorney.
**25.1 Statement of Eligibility under the Trust Indenture Act of 1939
on Form T-1 of The Bank of New York, as Trustee.
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* Filed herewith.
** Previously filed.
Item 17. Undertakings.
A. Undertaking Pursuant to Rule 415
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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; and
(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 this offering.
B. Undertaking Regarding Filings Incorporating Subsequent Exchange Act
Documents by Reference
The undersigned Registrant 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.
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C. Undertaking in Respect of Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC 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 Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on the Form S-3 and has duly caused this amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, State of Connecticut, on
this 16th day of January 2002.
INTERNATIONAL PAPER COMPANY
By: /s/ Barbara L. Smithers
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Name: Barbara L. Smithers
Title: Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
*
-------------------------- Chairman of the Board, Chief
John T. Dillon Executive Officer and Director January 16, 2002
*
-------------------------- Executive Vice President and
C. Wesley Smith Director January 16, 2002
*
--------------------------
Robert J. Eaton Director January 16, 2002
*
--------------------------
Samir G. Gibara Director January 16, 2002
*
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James A. Henderson Director January 16, 2002
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John R. Kennedy Director
*
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Robert D. Kennedy Director January 16, 2002
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NAME TITLE DATE
---- ----- ----
*
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W. Craig McClelland Director January 16, 2002
*
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Donald F. McHenry Director January 16, 2002
*
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Patrick F. Noonan Director January 16, 2002
*
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Jane C. Pfeiffer Director January 16, 2002
*
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Jeremiah J. Sheenan Director January 16, 2002
*
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Charles R. Shoemate Director January 16, 2002
*
-------------------------- Executive Vice President and
John V. Faraci Chief Financial Officer January 16, 2002
*
-------------------------- Vice President - Finance and
Andrew R. Lessin Chief Accounting Officer January 16, 2002
*By: /s/Barbara L. Smithers
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Barbara L. Smithers
Attorney-In-Fact January 16, 2002
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EXHIBIT INDEX
Exhibit
Number Description
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** 1.1 Purchase Agreement dated June 13, 2001 between International
Paper Company and Credit
Suisse First Boston Corporation.
4.1 Indenture, dated as of April 12, 1999, between International
Paper and The Bank of New York, as Trustee (incorporated by
reference to Exhibit 4.1 to International Paper's Report on
Form 8-K filed on June 29, 2000 (File No. 1-3157)).
** 4.2 Convertible Debentures Supplemental Indenture dated as of June
20, 2001, between International Paper Company and the Bank of
New York, as Trustee.
** 4.3 Form of Debenture (included in Exhibit 4.2)
** 4.4 Registration Rights Agreement dated as of June 20, 2001 between
International Paper Company and Credit Suisse First Boston
Corporation.
** 5.1 Opinion of Davis Polk & Wardwell.
12.1 Computation of ratio of earnings to fixed charges (incorporated
by reference to Exhibit 12 to International Paper's Report on
Form 10-Q filed on November 14, 2001 (File No. 1-3157)).
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of PricewaterhouseCoopers.
**23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
**24.1 Powers of Attorney.
**25.1 Statement of Eligibility under the Trust Indenture Act of 1939
on Form T-1 of The Bank of New York, as Trustee
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* Filed herewith.
** Previously filed.
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