UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 2
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for Fiscal Year Ended December 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act of
1934
For the transition period from to
COMMISSION FILE NO. 1-3157
INTERNATIONAL PAPER COMPANY
(Exact name of Company as specified in its charter)
New York 13-0872805
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
400 Atlantic Street
Stamford, Connecticut 06921
(Zip Code)
(Address of principal executive offices)
Company's telephone number, including area code: 203-541-8000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $1 per share par value New York Stock Exchange
7 7/8% Debentures due 2038 New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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The aggregate market value of the common stock of the Company outstanding
as of March 16, 2001, held by non-affiliates of the Company was
$17,250,072,809, calculated on the basis of the closing price on the Composite
Tape on March 16, 2001. For this computation, the Company has excluded the
market value of all common stock beneficially owned by all executive officers
and directors of the Company and their associates as a group and treasury
stock. Such exclusion is not to signify in any way that members of this group
are 'affiliates' of the Company.
The number of shares outstanding of the Company's common stock, as of
March 16, 2001:
Outstanding In Treasury
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482,973,450 1,194,696
The following documents are incorporated by reference into the parts of
this report indicated below:
2000 Annual Report to Shareholders Parts I, II, and IV
(Inside front cover and pages 6 through 65)
Proxy Statement dated March 26, 2001 Part III
Explanatory Note
International Paper Company hereby amends the following item of its Annual
Report on Form 10-K for the year ended December 31, 2000. The below referenced
Exhibits referenced in Part IV, Item 14 are amended by deleting the Exhibits in
their entirety and replacing them with the Exhibits set forth in this
amendment. Any Items or Exhibits in the original filing not expressly changed
by this amendment shall be as set forth in the original filing.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents filed as part of this report:
1. Consolidated financial statements
The consolidated financial statements of the Company and consolidated
subsidiaries listed below are incorporated herein by reference to the following
pages of the Annual Report:
Page
----
Consolidated statement of earnings for fiscal years ended December 31,
2000, 1999 and 1998 ................................................... 33
Consolidated balance sheet at December 31, 2000 and 1999................. 34
Consolidated statement of cash flows for fiscal years ended December 31,
2000, 1999 and 1998.................................................... 35
Consolidated statement of common shareholders' equity.................... 36
Notes to consolidated financial statements...............................37-61
Report of independent public accountants................................. 62
2. Financial statement schedule
The following additional financial data should be read in conjunction with
the financial statements in the Annual Report. Schedules not included with this
additional financial data have been omitted because they are not applicable, or
the required information is shown in the financial statements or notes thereto.
ADDITIONAL FINANCIAL DATA
2000, 1999 AND 1998
Report of Independent Public Accountants on Financial Statement Schedule. 13
Consolidated Schedule:
II--Valuation and Qualifying Accounts............................... 14
3. Exhibits
(2.1) Agreement and Plan of Merger by and among International Paper
Company, International Paper-37, Inc. and Shorewood Packaging
Corporation dated as of February 16, 2000, (incorporated by reference
to the Schedule TO of International Paper Company and International
Paper-37, Inc., dated February 29, 2000, File No. 5-38074).
(2.2) Agreement and Plan of Merger dated as of May 12, 2000, among Champion
International Corporation, International Paper Company and Condor
Acquisition Corporation (incorporated by reference to Exhibit 2 to
International Paper Company's Registration Statement on Form S-4, as
amended on June 2, 2000 and June 9, 2000, File No. 333-37390).
(3.1) Form of Restated Certificate of Incorporation of International Paper
(incorporated by reference to International Paper's Report on Form
8-K dated November 20, 1990, File No. 1-3157).
(3.2) Certificate of Amendment to the Certificate of Incorporation of
International Paper Company (incorporated herein by reference to
Exhibit (3)(i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, File No. 1-3157).
(3.3) By-laws of the Company as amended.
(4.1) Specimen Common Stock Certificate (incorporated by reference to
Exhibit 2-A to the Company's registration statement on Form S-7, No.
2-56588, dated June 10, 1976).
(4.2) 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).
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(4.3) Floating Rate Notes Supplemental Indenture, dated as of June 14,
2000, between International Paper and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.2 to International
Paper's Report on Form 8-K filed on June 29, 2000, File No. 1-3157).
(4.4) 8% Notes Due July 8, 2003 Supplemental Indenture, dated as of June
14, 2000, between International Paper and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.3 to International
Paper's Report on form 8-K filed on June 29, 2000, File No. 1-3157).
(4.5) 8 1/8% Notes Due July 8, 2005 Supplemental Indenture dated as of June
14, 2000, between International Paper and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.4 to International
Paper's Report on Form 8-K filed on June 29, 2000, File No. 1-3157).
(4.6) Credit Agreement, dated as of June 14, 2000, among International
Paper, International Paper Financial Services, Inc., various lenders
and Credit Suisse First Boston, New York Branch, as Administrative
agent, Lead Arranger and Book Manager (incorporated by reference to
Exhibit 4.5 to International Paper's Report on Form 8-K filed on June
29, 2000, File No. 1-3157).
(4.7) Form of New Floating Rate Notes due July 8, 2002 (incorporated by
reference to Exhibit 4.1 to International Paper Company's
Registration Statement on Form S-4, dated October 23, 2000, as
amended November 15, 2000, File No. 333-48434).
(4.8) Form of New 8% Notes due July 8, 2003 (incorporated by reference to
Exhibit 4.1 to International Paper Company's Registration Statement
on Form S-4 dated October 23, 2000, as amended November 15, 2000,
File No. 333-48434).
(4.9) Form of New 8 1/8% Note due July 8, 2005 (incorporated by reference
to Exhibit 4.1 to International Paper Company's Registration
Statement on Form S-4 dated October 23, 2000, as amended November 15,
2000, File No. 333-48434).
(4.10) Credit Agreement, dated as of June 14, 2000, among International
Paper Company, International Paper Financial Services, Inc., various
lenders and Credit Suisse First Boston, New York Branch, as
Administrative Agent, Lead Arranger and Book Manager (incorporated by
reference to Exhibit 4.5 to International Paper Company's Report on
Form 8-K filed on June 29, 2000, File No. 1-3157).
(10.1) Long-Term Incentive Compensation Plan.
(10.2) Restricted Stock Plan for Non-Employee Directors (incorporated by
reference to Exhibit 99 to the Company's Quarterly Report on Form
10-Q dated August 16, 1999, for the quarter ended June 30, 1999, File
No. 1-3157).
(10.3) Champion Merger Integration Chief Executive Officer Performance Plan
(incorporated by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000, File No. 1- 3157).
(10.4) Champion Merger Integration Savings and Synergy Plan (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2000, File No. 1-3157).
(10.5) Union Camp Corporation 1989 Stock Option and Stock Award Plan
(incorporated by reference to Exhibit 99.1 to Registration No.
333-75235, dated May 3, 1999).
(10.6) International Paper Company Stock Option Plan (incorporated by
reference to Registration No. 333- 85051, dated August 12, 1999).
(10.7) Management Incentive Plan (incorporated by reference to Exhibit 99 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, File No. 1-3157).
(10.8) Form of individual option agreement under Company Option Plan
(incorporated by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, File
No. 1-3157).
(10.9) Form of individual executive continuity award under Company Long Term
Incentive Compensation Plan (incorporated by reference to Exhibit
10.8 to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, File No. 1-3157).
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(10.10a) Form of Termination Agreement -- Tier I (incorporated by reference to
Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, File No. 1-3157).
(10.10b) Form of Termination Agreement -- Tier II (incorporated by reference
to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, File No. 1-3157).
(10.10c) Form of Termination Agreement-- Tier III (incorporated by reference
to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, File No. 1-3157).
(10.11) International Paper Company Unfunded Savings Plan.
(10.12) International Paper Company Pension Restoration Plan for Salaried
Employees.
(10.13) International Paper Company Unfunded Supplemental Plan for Senior
Managers.
(11) Statement of Computation of Per Share Earnings.
(12) Computation of Ratio of Earnings to Fixed Charges.
(13) 2000 Annual Report to Shareholders of the Company.
(21) List of Subsidiaries of Registrant.
(22) Proxy Statement dated March 26, 2001 (incorporated by reference to
the Company's Proxy Statement dated March 26, 2001, filed on March
26, 2001 pursuant to Rule 14a-6, File No. 1-3157).
*(23.1) Consent of Independent Public Accountants (Arthur Andersen LLP).
*(23.2) Consent of Independent Auditors (PricewaterhouseCoopers LLP).
(24) Power of Attorney.
(99.1) Report of Independent Auditors (PricewaterhouseCoopers LLP).
(99.2) Focus
(b) Reports on Form 8-K
International Paper filed a report on Form 8-K on October 18, 2000 under
Item 5 reporting earnings for the quarter ended September 30, 2000, the closure
of three mills and the scaling back of one mill.
International Paper filed a report on Form 8-K on January 25, 2001 under
Item 5, reporting earnings for quarter ended December 31, 2000, merger
synergies with Champion International Corporation, and the status of capacity
rationalizations and realignment initiatives.
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* Filed Herewith.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
By /s/ Barbara L. Smithers
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Name: Barbara L. Smithers
Title: Vice President and Secretary
January 16, 2002
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