================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Amendment No. 2
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
----------------------------
International Paper Company
(Name of Subject Company (Issuer))
International Paper Company
(Name of Filing Person (Issuer and Offeror))
Common Stock, Par Value $1.00 Per Share
(Titles of Class of Securities)
460146 10 3
(CUSIP Number of Class of Securities)
----------------------------
Maura Abeln Smith, Esq.
Senior Vice President, General Counsel and Corporate Secretary
6400 Poplar Avenue
Memphis, Tennessee 38197
(901) 419-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Filing Persons)
----------------------------
With a Copy to:
Patricia Moran, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$1,500,000,012 $160,607
================================================================================
* Estimated for purposes of calculating the filing fee only, this amount is
based on the purchase of 41,666,667 shares of common stock at the maximum
tender offer price of $36.00 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $107.00 per million
of the value of the transaction.
[ X ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $160,607 Filing Party: International Paper Company
Form or Registration No.: Schedule TO Date Filed: August 16, 2006
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ X ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
================================================================================
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements the
Schedule TO originally filed with the Securities and Exchange Commission on
August 16, 2006, as amended and supplemented by Amendment No. 1 to the
Schedule TO filed with the Securities and Exchange Commission on August 23,
2006 (collectively, the "Schedule TO") by International Paper Company, a New
York corporation (the "Company"), relating to the offer by the Company to
purchase for cash up to 41,666,667 shares of its common stock, par value $1.00
per share (the "Shares"), at a purchase price not greater than $36.00 nor less
than $32.50 per Share, net to the seller in cash, less any applicable
withholding taxes and without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 16, 2006 (the
"Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal") (which, together with any supplements and amendments thereto,
collectively constitute the "Offer").
The information in the Offer, including all schedules and annexes
thereto, which were previously filed with the Schedule TO, is hereby expressly
incorporated by reference into this Amendment, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
ITEMS 1 - 9 and ITEM 11.
Items 1 through 9 and Item 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, a copy of which
was filed with the Schedule TO as exhibit (a)(1)(A), is hereby amended as
follows:
In Section 10 of the Offer to Purchase, the fourth bullet point under the
caption that reads "Incorporation by Reference" is hereby amended in its
entirety to read as follows:
"o Current Reports on Form 8-K, as filed on February 17, March 10, March 16,
March 24, April 3, August 3, August 14, August 23 and September 1, 2006; and"
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
INTERNATIONAL PAPER COMPANY
By: /s/ Maura Abeln Smith
------------------------------------------
Name: Maura Abeln Smith
Title: Senior Vice President, General Counsel and
Corporate Secretary
Date: September 1, 2006
INDEX TO EXHIBITS
Exhibit
Number Document
------ --------
(a)(1)(A)* Offer to Purchase, dated August 16, 2006
(a)(1)(B)* Letter of Transmittal
(a)(1)(C)* Notice of Guaranteed Delivery
(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated August 16, 2006
(a)(1)(E)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees,
dated August 16, 2006
(a)(1)(F)* Summary Advertisement, dated August 16, 2006
(a)(1)(G)* Press Release issued by the Company on August 15, 2006
(a)(1)(H)* Letter to Participants in the International Paper
Company Savings Plans, dated August 16, 2006
(a)(1)(I)* Letter to Participants in the International Paper
Company Stock Option Program, dated August 16, 2006
(a)(2) Not applicable
(a)(3) Not applicable
(a)(4) Not applicable
(a)(5)(A)* Employee Communication
(a)(5)(B)* Regulation BTR Notice of Blackout Period and
Suspension of Trading by Directors and Executive
Officers of International Paper Company, dated August
16, 2006
(b)(1) Amended and Restated Credit and Security Agreement,
dated as of November 17, 2004, by and among
International Paper Company, as performance guarantor,
Red Bird Receivables, Inc., as borrower, International
Paper Financial Services, Inc., as initial servicer,
certain special purpose entities named therein, as
loan conduits, certain financial institutions named
therein, as liquidity banks, certain financial
institutions named therein, as co-agents, and Wachovia
Bank, National Association as administrative agent
(incorporated by reference to Exhibit 10.01 of the
Company's Report on Form 8-K/A filed on December 9,
2004). Certain confidential portions have been omitted
and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential
treatment.
(b)(2)* Receivables Sale Agreement, dated as of December 26,
2001, by and between International Paper Company, as
originator, and International Paper Financial Services,
Inc., as buyer.
(b)(3)* Receivables Sale and Contribution Agreement, dated as
of December 26, 2001, by and between International
Paper Financial Services, Inc. and Red Bird
Receivables, Inc., as buyer.
(b)(4)* Omnibus Amendment (Amendment No. 3 to Receivables Sale
Agreement, Amendment No. 5 to Receivables Sale and
Contribution Agreement, Amendment No. 2 to Amended and
Restated Credit and Security Agreement), dated as of
August 7, 2006, by and among International Paper
Company, International Paper Financial Services, Inc.,
Red Bird Receivables, Inc., certain financial
institutions named therein, as co-agents, and Wachovia
Bank, National Association, as administrative agent.
(b)(5)* Issuing and Paying Agency Agreement, dated as of June
13, 2005, by and between International Paper Company
and JPMorgan Chase Bank, N.A., as issuing and paying
agent.
(b)(6)* Commercial Paper Dealer Agreement, dated as of May 31,
2000, between International Paper Company, as issuer,
and Merrill Lynch Money Markets Inc., as dealer.
(b)(7)* Commercial Paper Dealer Agreement, dated as of June 6,
2005, between International Paper Company, as issuer,
and Citigroup Global Markets Inc., as dealer.
(b)(8)* Commercial Paper Dealer Agreement, dated as of March 20,
2000, between International Paper Company and Credit
Suisse First Boston LLC, as dealer, as amended by
Amendment No. 1 thereto dated as of March 31, 2005.
(b)(9)* Commercial Paper Dealer Agreement, dated as of August
2, 2000, between International Paper Company, as
issuer, and Chase Securities Inc., as dealer.
(d)(1) Amended and Restated Long-Term Incentive Compensation
Plan, as of February 2, 2005 (incorporated by reference
to Exhibit 99.1 of the Company's Report on Form 8-K
filed on February 11, 2005).
(d)(2)* Amendment No. 3 to International Paper Company
Restricted Stock Plan for Non-Employee Directors (as
amended through May 7, 2002).
(d)(3) Amendment to the International Paper Company Restricted
Stock Plan for Non-Employee Directors (incorporated by
reference to Exhibit 10.1 of the Company's Report on
Form 8-K filed on March 16, 2006).
(d)(4) Form of Confidentiality and Non-Competition Agreement
entered into by Company employees who may receive
restricted stock awards pursuant to the Long-Term
Incentive Compensation Plan of the Company (incorporated
by reference to Exhibit 10.2 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
2003).
(d)(5) Form of Non-Competition Agreement entered into by
certain Company employees (including named executive
officers) who may receive performance share awards or
restricted stock awards pursuant to the Long-Term
Incentive Compensation Plan of the Company (incorporated
by reference to Exhibit 10.4 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2006).
(d)(6) Form of Non-Solicitation Agreement entered into by
certain Company employees (including named executive
officers) who may receive performance share awards or
restricted stock awards pursuant to the Long-Term
Incentive Compensation Plan of the Company (incorporated
by reference to Exhibit 10.5 of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
2006).
(d)(7) Form of individual non-qualified stock option agreement
under the Company's Long-Term Incentive Compensation
Plan (incorporated by reference to Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001).
(d)(8) Form of individual executive continuity award under the
Company Long-Term Incentive Compensation Plan
(incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999).
(d)(9) Form of Change of Control Agreement - Tier I
(incorporated by reference to Exhibit 10.3 to the
Company's Report on Form 8-K filed on October 18, 2005).
(d)(10) Form of Change of Control Agreement - Tier II
(incorporated by reference to Exhibit 10.4 to the
Company's Report on Form 8-K filed on October 18, 2005).
(d)(11) Form of Indemnification Agreement for Directors
(incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2003).
(d)(12) Board Policy on Severance Agreements with Senior
Executives (incorporated by reference to Exhibit 10.1 to
the Company's Report on Form 8-K filed on October 18,
2005).
(d)(13) Board Policy on Change of Control Agreements
(incorporated by reference to Exhibit 10.2 to the
Company's Report on Form 8-K filed on October 18, 2005).
(d)(14) Management Incentive Plan, amended and restated as of
January 1, 2005 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2005).
(d)(15) Unfunded Supplemental Retirement Plan for Senior
Managers, as amended and restated (incorporated by
reference to Exhibit 10.2 to the Company's Report on
Form 10-Q for the quarter ended June 30, 2005).
(d)(16) Amendment to Unfunded Supplemental Retirement Plan for
Senior Managers, as amended and restated (incorporated
by reference to Exhibit 10.1 to the Company's Report on
Form 8-K filed on February 17, 2006).
(d)(17) International Paper Company Deferred Compensation
Savings Plan (incorporated by reference to Exhibit 10.11
to the Company's Annual Report on Form 10-K or the
fiscal year ended December 31, 2000, filed on March 26,
2001).
(d)(18) International Paper Company Pension Restoration Plan for
Salaried Employees (incorporated by reference to Exhibit
10.12 to the Company's Annual Report on Form 10-K or the
fiscal year ended December 31, 2000, filed on March 26,
2001).
(d)(19)* International Paper Company Nonfunded Deferred
Compensation Plan for Directors (as amended through
May 7, 2002).
(g) Not applicable
(h) Not applicable
-----------------
* Previously filed with Schedule TO on August 16, 2006.