Prospectus Supplement No. 5 to Prospectus dated January 16, 2002
Filed pursuant
to Rule 424(b)(3)
File No. 333-69082
INTERNATIONAL PAPER COMPANY
$2,105,000,000
Principal Amount at Maturity of
Zero Coupon Convertible Senior Debentures due 2021
and
Common Stock Issuable Upon Conversion Thereof
This prospectus supplement relates to the resale by the holders listed
below of Zero Coupon Convertible Senior Debentures due 2021 of International
Paper Company and the shares of our common stock issuable upon the conversion
of the debentures.
You should read this prospectus supplement together with the prospectus
dated January 16, 2002, which is to be delivered with this prospectus
supplement.
The table below sets forth additional and updated information concerning
beneficial ownership of the debentures, and supplements and, to the extent
inconsistent with, amends the table appearing under the caption "Selling
Securityholders" beginning on page 35 of the prospectus. To the extent that a
selling securityholder is listed both in the table below and in the table
appearing in the prospectus, the information set forth below regarding that
selling securityholder supercedes the information set forth in the prospectus.
We have prepared this table based on information given to us by the selling
securityholders listed below prior to the date hereof.
Number
Principal Amount of Shares
at Maturity of of Common Percentage
Debentures Percentage Stock of Common
Beneficially Owned of Debentures That May be Stock
Name of Selling Securityholder That May be Sold Outstanding Sold(1) Outstanding(2)
------------------------------ --------------------- --------------- ------------- --------------
Deutsche Bank Securities Inc. 39,750,000 1.888 378,066.23 *
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Total....................................... $ 2,105,000,000 100.00% 20,020,865.00 4.15%
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* Less than one percent (1%)
(1) Assumes conversion of all of the holder's debentures at a conversion rate
of 9.5111 shares of common stock per $1,000 principal amount at maturity
of the debentures. This conversion rate is subject to adjustment, however,
as described under "Description of Debentures--Conversion Rights--
Adjustments to Conversion Rate" beginning on page 22 of the prospectus. As
a result, the number of shares of common stock issuable upon conversion of
the debentures may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 481,958,088
shares of common stock outstanding as of September 30, 2001. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's
debentures. However, we did not assume the conversion of any other
holder's debentures.
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You should carefully consider the matters discussed under the caption
"Risk Factors" starting on page 11 of the Prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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The date of this Prospectus Supplement is May 10, 2002.
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