UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 9, 2004
Date of Earliest Event Reported: November 17, 2004
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
NEW YORK 1-3157 13-0872805
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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 AGREEMENT
The information set forth under Item 2.03 of this report on Form 8-K/A 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 November 17, 2004, International Paper Company (the "Company") and Red Bird
Receivables, Inc. ("Red Bird"), a wholly-owned subsidiary of the Company,
entered into a three-year $1,200,000,000 Amended and Restated Credit and
Security Agreement, dated as of November 17, 2004 (the "Credit Facility"), by
and among the Company, as performance guarantor, Red Bird, as borrower,
International Paper Financial Services, Inc. ("IPFS"), 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. In connection with borrowings by Red Bird
under the Credit Facility, the Company and certain of its subsidiaries will sell
receivables to IPFS, and IPFS will sell certain of those receivables to Red
Bird. Red Bird will pledge those receivables as security for its periodic
borrowings under the Credit Facility. Amounts borrowed under the Credit Facility
and repaid may be reborrowed. The initial borrowing under the Credit facility
occurred on November 17, 2004 when Red Bird obtained a loan under the Credit
Facility in the amount of $240,000,000, and used the proceeds to refinance a
loan of the same amount then outstanding under the Company's previous credit
facility. This initial borrowing is expected to mature as early as two weeks
from November 17, 2004 with the principal due at maturity and interest payable a
month in arrears and calculated based on equivalent-term LIBOR plus a spread of
approximately 0.40%. The Company intends to use the proceeds from future
borrowings under the Credit Facility for general corporate purposes.
The Company will guaranty certain obligations of IPFS and certain of the
Company's subsidiaries to Red Bird, including obligations under the Credit
Facility. The Credit Facility will be available for a three-year term, and loans
under the Credit Facility can be made at Red Bird's request from time to time
for specific periods in accordance with the terms of the Credit Facility.
Interest on loans under the Credit Facility will be calculated based upon, at
Red Bird's request, a commercial paper rate, the prime rate or the federal funds
rate, or one-, two-, three- or six-month LIBOR or LIBOR for such other period as
agreed by the parties. Principal repayments are due at maturity, and accrued
interest is payable periodically based on the applicable interest rate and at
maturity in arrears. The Credit Facility carries a commitment fee of 0.20% per
annum on unborrowed amounts.
The Credit Facility imposes various restrictions on Red Bird, IPFS and the
Company, including limitations on their ability to change Red Bird's credit and
collection policies and practices relating to receivables sold to Red Bird; the
ability of Red Bird to sell, assign or otherwise dispose of, or grant liens
upon, any collateral securing any loan under the Credit Facility; and the
ability of Red Bird to incur any indebtedness other than
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indebtedness incurred under the Credit Facility. The Credit Facility includes
usual and customary events of default for facilities of this nature (with
customary grace periods, as applicable) and provides that, if there is an event
of default, including the acquisition by any person or group of 20% or more of
the Company's voting stock or a change in ownership of IPFS or the Borrower
whereby they cease to be wholly-owned subsidiaries of the Company; the failure
to pay all amounts payable under the Credit Facility; the acceleration of the
payment of any indebtedness, other than indebtedness incurred under the Credit
Facility, of Red Bird due to a failure to pay, any other default or otherwise;
or the acceleration of the payment of any indebtedness in excess of $200,000,000
of the Company or any of its subsidiaries, other than Red Bird, due to a failure
to pay, any other default or otherwise; then, upon the occurrence of any such
event of default, payment of all amounts payable under the Credit Facility may
be accelerated and the administrative agent may proceed against the collateral
securing the obligations under the Credit Facility. Upon certain insolvency or
bankruptcy related events of default with respect to the Company or IPFS or any
material subsidiary of the Company all amounts payable under the Credit Facility
shall automatically become immediately due and payable.
This Form 8-K/A amends the Form 8-K filed by the registrant on November 23,
2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
----------- -----------
10.01 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. Certain confidential portions have been
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
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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.
INTERNATIONAL PAPER COMPANY
(Registrant)
By: /s/ Andrea L. Dulberg
-----------------------------
Name: Andrea L. Dulberg
Title: Assistant Secretary
Date: December 9, 2004
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Exhibit Index
Exhibit No. Description
----------- -----------
10.01 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. Certain confidential portions have been
omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
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STATEMENT OF DIFFERENCES
The section symbol shall be expressed as.................................. 'SS'
Redacted portions of Exhibit 10.01 shall be expressed as.................. [***]