UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 15, 2004
(Date of Report/Date of earliest event reported)
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
New York 1-3157 13-0872805
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Address and zip code of principal executive offices)
203-541-8000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following documents are filed with reference to and hereby incorporated
by reference into the Registration Statement on Form S-3 (File No. 333-103760),
as amended, of International Paper Company filed with the Securities & Exchange
Commission on March 12, 2003 and amended on March 26, 2003.
(c) Exhibits
Exhibit 1.1 Underwriting Agreement, dated March 15, 2004, by and
between International Paper Company and Citigroup Global
Markets Inc., Morgan Stanley & Co. Incorporated and UBS
Securities LLC, as representatives of the several
underwriters.
Exhibit 4.1 4.00% Notes due 2010 and 5.25% Notes due 2016 Supplemental
Indenture, dated as of March 18, 2004, between International
Paper Company and The Bank of New York, as Trustee.
Exhibit 5.1 Opinion of Debevoise & Plimpton LLP.
Exhibit 23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit
5.1).
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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.
Date: March 19, 2004 INTERNATIONAL PAPER COMPANY
(Registrant)
By: /s/ Andrea L. Dulberg
-------------------------
Name: Andrea L. Dulberg
Title: Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
Exhibit 1.1 Underwriting Agreement, dated March 15, 2004, by and between
International Paper Company and Citigroup Global Markets
Inc., Morgan Stanley & Co. Incorporated and UBS Securities
LLC, as representatives of the several underwriters.
Exhibit 4.1 4.00% Notes due 2010 and 5.25% Notes due 2016 Supplemental
Indenture, dated as of March 18, 2004, between International
Paper Company and The Bank of New York, as Trustee.
Exhibit 5.1 Opinion of Debevoise & Plimpton LLP.
Exhibit 23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
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