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
August 26, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information set forth under Item 2.03 of this report on Form 8-K is hereby
incorporated in Item 1.01 by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On August 26, 2004, International Paper Company, as guarantor (the "Company"),
and International Paper Investments (France) S.A.S., a French wholly-owned
subsidiary of the Company (the "Borrower"), entered into a 'E'500,000,000
five-year Credit Facility, dated as of August 26, 2004, among the Company, the
Borrower, BNP Paribas, Barclays Capital and ABN AMRO N.V., as mandated lead
arrangers, certain financial institutions named therein and BNP Paribas, as
facility agent (the "Credit Facility"). On August 31, 2004, the Borrower
obtained a loan under the Credit Facility in an amount equal to
'E'500,000,000 (the "Loan"). The Borrower intends to use the proceeds of the
Loan for general corporate purposes.
The Loan will mature in five years with the principal due at maturity and
accrued interest initially payable every six months and at maturity. Interest on
the Loan will be initially computed based upon a six-month LIBOR rate, plus a
margin ranging from .45% to 1% per annum based upon the long term credit rating
of the Company (the "Applicable Margin"), plus certain other mandatory costs.
Under the Credit Facility, the Borrower may, at its option, alter the periodic
term of the Loan and, thereafter, interest on the loan will be computed based
upon a one-, two-, three- or six-month LIBOR or EURIBOR rate or such other LIBOR
or EURIBOR rate that corresponds to the new periodic term of the Loan, plus the
Applicable Margin, plus certain other mandatory costs. The initial interest rate
on the Loan under the Credit Facility will be 2.716% per annum.
Under the Credit Facility, the Company irrevocably and unconditionally
guarantees the performance by the Borrower of all of its obligations under the
Credit Facility and agrees to immediately pay on demand by the facility agent
any amount that the Borrower fails to pay when due under the Credit Facility.
The Credit Facility imposes various restrictions on the Company including a
prohibition on fundamental changes to the Company or any of its material
subsidiaries, including certain consolidations, mergers and sales and transfers
of assets, and limitations on the ability of the Company or any of its material
subsidiaries to grant liens upon their property, assets or revenues. In
addition, under the Credit Facility, the Company must maintain a minimum total
debt to total capital ratio and a minimum consolidated net worth. The Credit
Facility includes usual and customary events of default for facilities of this
nature (with customary grace periods, as applicable) and provides that, upon the
occurrence of certain events of default, including a change in control of the
Company, certain changes in the composition of the
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Company's board of directors and a change in ownership of the Borrower whereby
it ceases to be a wholly-owned subsidiary of the Company, payment of all amounts
payable under the Credit Facility, including the principal amount of, and
accrued interest on, the Loan may be accelerated. In addition, upon the
occurrence of certain insolvency or bankruptcy related events of default, all
amounts payable under the Credit Facility, including the principal amount of,
and accrued interest on, the Loan shall automatically become immediately due and
payable.
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SIGNATURES
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: August 31, 2004 INTERNATIONAL PAPER COMPANY
(Registrant)
By: /s/ Deborah Haraldson
-----------------------------
Name: Deborah Haraldson
Title: Assistant Secretary
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STATEMENT OF DIFFERENCES
The Euro sign shall be expressed as..........................................'E'