UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 15, 2004 (Date of Report/Date of earliest event reported) INTERNATIONAL PAPER COMPANY (Exact name of registrant as specified in its charter) New York 1-3157 13-0872805 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following documents are filed with reference to and hereby incorporated by reference into the Registration Statement on Form S-3 (File No. 333-103760), as amended, of International Paper Company filed with the Securities & Exchange Commission on March 12, 2003 and amended on March 26, 2003. (c) Exhibits Exhibit 1.1 Underwriting Agreement, dated March 15, 2004, by and between International Paper Company and Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the several underwriters. Exhibit 4.1 4.00% Notes due 2010 and 5.25% Notes due 2016 Supplemental Indenture, dated as of March 18, 2004, between International Paper Company and The Bank of New York, as Trustee. Exhibit 5.1 Opinion of Debevoise & Plimpton LLP. Exhibit 23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1). 2 SIGNATURE 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. Date: March 19, 2004 INTERNATIONAL PAPER COMPANY (Registrant) By: /s/ Andrea L. Dulberg ------------------------- Name: Andrea L. Dulberg Title: Assistant Secretary 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION Exhibit 1.1 Underwriting Agreement, dated March 15, 2004, by and between International Paper Company and Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC, as representatives of the several underwriters. Exhibit 4.1 4.00% Notes due 2010 and 5.25% Notes due 2016 Supplemental Indenture, dated as of March 18, 2004, between International Paper Company and The Bank of New York, as Trustee. Exhibit 5.1 Opinion of Debevoise & Plimpton LLP. Exhibit 23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1). 4