Prospectus Supplement No. 2 to Prospectus dated January 16, 2002
Filed pursuant
to Rule 424(b)(3)
File No. 333-69082
INTERNATIONAL PAPER COMPANY
$2,105,000,000
Principal Amount at Maturity of
Zero Coupon Convertible Senior Debentures due 2021
and
Common Stock Issuable Upon Conversion Thereof
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.
In addition, the information set forth below regarding all other holders of
debentures or future transferees, pledgees, donees, assignees or successors of
any holders supercedes the information regarding such other holders appearing
on page 37 of the prospectus. We have prepared this table based on information
given to us by the selling securityholders listed below prior to the date
hereof.
Number
Principal Amount of Shares
at Maturity of of Common Percentage
Debentures Percentage Stock of Common
Beneficially Owned of Debentures That May be Stock
Name of Selling Securityholder That May be Sold Outstanding Sold(1) Outstanding(2)
------------------------------ --------------------- --------------- ------------- --------------
Bankers Trust Company as trustee for
DaimlerChrysler Corp. Emp #1 Pension Plan 9,075,000 * 86,313.23 *
CitiSAM Fund Ltd. 3,800,000 * 36,142.18 *
Credit Suisse First Boston Corp. 5,000,000 * 47,555.50 *
Frankin and Marshall College 525,000 * 4,993.33 *
IMF Convertible Fund 600,000 * 5,706.66 *
Investcorp-SAM Fund Ltd. 3,400,000 * 32,337.74 *
Rhapsody Fund, LP 5,900,000 * 56,115.49 *
State Street Bank as custodian for GE Pension Trust 4,200,000 * 39,946.62 *
All other holders of debentures or future
transferees, pledgees, donees, assignees or
successors of any of those holders(3)(4). 191,111,000 9.08% 1,817,675.33 0.38%
--------------- ------ ------------- ----
Total....................................... $ 2,105,000,000 100.00% 20,020,865.00 4.15%
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* Less than one percent (1%)
(1) 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.
(2) 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.
(3) Information concerning other selling holders of debentures or underlying
common stock will be set forth in prospectus supplements from time to
time, if required.
(4) Assumes that any other holders of debentures, or any future transferees,
pledgees, donees or successors of or from any such other holders of
debentures do not beneficially own any common stock other than the common
stock issuable upon conversion of the debentures at the initial conversion
rate.
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You should carefully consider the matters discussed under the caption
"Risk Factors" starting on page 11 of the Prospectus.
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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.
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The date of this Prospectus Supplement is February 22, 2002.