International Paper Capital Trust III, et al. – ‘8-A12B’ on 9/29/98

As of:  Tuesday, 9/29/98   ·   Accession #:  950172-98-1003   ·   File #s:  1-14529, -01

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  3±    15K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C.  20549     
______________    

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(b) OR 12(g) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

INTERNATIONAL PAPER CAPITAL TRUST III     
INTERNATIONAL PAPER COMPANY     
------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)              

DELAWARE                                APPLIED FOR     
NEW YORK                                13-0872805      
----------------------------        ------------------------------------
  (State of Incorporation or        (I.R.S. Employer Identification No.)
Organization                                                

c/o INTERNATIONAL PAPER COMPANY                                       
TWO MANHATTANVILLE ROAD                                         
PURCHASE, NEW YORK                         10577            
---------------------------        -----------------------------------
(Address of principal                    (Zip Code)           
executive offices)                                          

If this Form relates to the            If this Form relates to the            
registration of a class of debt        registration of a class of             
securities and is effective            debt securities and is to              
upon filing pursuant to General        become effective simultaneously        
Instruction A(c)(1) please             with the effectiveness of a            
check the following box.( )            concurrent registration statement      
                                under the Securities Act of 1933
                               pursuant to General Instruction
                                  A(c)(2) please check the following
       box.( )

Securities to be registered pursuant to Section 12(b) of the Act:             

Title of Each Class            Name of Each Exchange on which       
to be so Registered            Each Class is to be Registered       
-------------------            ------------------------------       

77/8% CAPITAL SECURITIES         NEW YORK STOCK EXCHANGE                
issued by International                                                 
Paper Capital Trust III                                                 
(and the Guarantee by                                                   
International Paper                                                     
Company with respect                                                    
thereto)                                                                

Securities to be registered pursuant to Section 12(g) of the Act:             

None    
---------------------------------------------------------------------------   
(Title of Class)    

INFORMATION REQUIRED IN REGISTRATION STATEMENT    

Item 1.  Description of Registrant's Securities to be Registered.             

    The class of securities to be registered hereby consist of the
77/8% Capital Securities (the "Capital Securities"), representing undivided   
beneficial interests in the assets of International Paper Capital Trust       
III, a statutory business trust created under the laws of the State of        
Delaware (the "Trust") together with the Capital Securities Guarantee (the    
"Guarantee") by International Paper Company (the "Company"), a New York       
corporation, in favor of the holders of the Capital Securities.               

       For a description of the Capital Securities, reference is made to
the information set forth in the prospectus dated September 10, 1998, under   
the heading "Description of the Trust Capital Securities and Trust            
Guarantees" in the Registration Statement on Form S-3 (Registration No.       
333-62661) (the "Registration Statement") filed with the Securities and       
Exchange Commission (the "Commission") on September 1, 1998 under the         
Securities Act of 1933, as amended (the "Act") and the information set        
forth in the prospectus supplement dated September 17, 1998 under the         
headings "Description of Capital Securities," "Description of Guarantee"      
and "Relationship Among the Capital Securities, the Subordinated Debentures   
and the Guarantee" filed with the Commission pursuant to Rule 424(b) on       
September 21, 1998, which descriptions are incorporated herein by             
reference.  Definitive copies of the prospectus and the prospectus            
supplement describing the terms of the Capital Securities have been filed     
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and     
are incorporated by reference into this Registration Statement on Form 8-A.   

Item 2. Exhibits.                                                             

2.1  Certificate of Trust of International Paper Trust III (incorporated      
herein by reference to Exhibit 4.7 to the Registration Statement).  

2.2  Amended and Restated Declaration of Trust dated September 24, 1998       
used in connection with the issuance of Capital Securities          
(incorporated herein by reference to Exhibit 4.11 to the Company's  
Current Report on Form 8-K dated September 24, 1998).               

2.3  Indenture for Subordinated Debt Securities ("Indenture"), dated as of    
September 15, 1998, between the Company and The Bank of New York, as
 indenture trustee (incorporated herein by reference to Exhibit 4.5 to
the Company's Current Report on Form 8-K dated September 24, 1998). 

2.4  First Supplemental Indenture to the Indenture, dated as of September     
24, 1998 (incorporated herein by reference to Exhibit 4.15 to the   
Company's Current Report on Form 8-K dated September 24, 1998).     

2.5  Form of Capital Security (included in Exhibit 2.2).                      

2.6  Capital Securities Guarantee Agreement, dated as of September 24, 1998   
(incorporated herein by reference to Exhibit 4.12 to the Company's  
Current Report on Form 8-K dated September 24, 1998).               

SIGNATURES    

  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration        
statement to be signed on its behalf by the undersigned, thereunto duly       
authorized.                                                                   

                         INTERNATIONAL PAPER CAPITAL TRUST III

Dated:  September 29, 1998       By: /s/  Robert C. McPhillips                
                                 -------------------------------------
                       Name:  Robert C. McPhillips
                  Title: Regular Trustee

            By: /s/  Roger P. Becker
                                 -------------------------------------
                 Name: Roger P. Becker
                Title: Regular Trustee

             By: /s/  Virginia A. Lane
                                --------------------------------------
                Name: Virginia A. Lane
                Title: Regular Trustee

                INTERNATIONAL PAPER COMPANY,
                               Sponsor of the registrant and Guarantor
           under the Guarantee

            By: /s/  James W. Guedry
                               -------------------------------------
               Name: James W. Guedry
                          Title: Vice President, Associate
                                     General Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing		Date		Other Filings
Filed on:		9/29/98		8-K
		9/24/98		8-K
		9/21/98		424B3
		9/17/98
		9/15/98		POS AM
		9/10/98		8-K
		9/1/98		S-3
				List all Filings