INTERNATIONAL PAPER CO /NEW/ IP

election_required = True...than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to proration. See Section 1. Once I have tendered Shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered Shares at any time before 12:00 midnight, New York City time, on September 13, 2006, or...

expiry = 2006-09-13...(A) OFFER TO PURCHASE FOR CASH UP TO 41,666,667 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $36.00 NOR LESS THAN $32.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 13, 2006, UNLESS THE OFFER IS EXTENDED (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). International Paper Company, a New York corporation (the “Company,” “IP,” “we” or “us”), is offering to purchase for cash up to 41,666,667 shares of i...

listed = True...tstanding Shares (or approximately 9,863,191 Shares) without extending the Offer. See Section 1. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The Shares are listed on the New York Stock Exchange (the “NYSE”) and trade under the symbol “IP.” On August 15, 2006, the last full trading day before the commencement of the Offer, the reported closing price of the Shares on the NYSE was $34.51 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to ten...

mechanism = DUTCH...scription of the topics in this summary. Who is offering to purchase my Shares? International Paper Company. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $36.00 to $32.50 per Share. The lowest price that may be specified is $32.50. The prices that may be specified increase in increments of $0.25 up to $36.00, and the highest pr...

must_tender_all = True...ares as we may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn prior to the Expiration Date, we will purchase Shares: • First, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price, and do not properly withdraw them before the Expiration Date; 5 Table of Contents • Second, from all other shareholders who properly tender Shares at or below the Purchase Price, on a pro rata basis with appropriate adjustments to avoid the purchase of fractional Shares (except for shareholders who tendere...

price = USD 36.0...63,191 Shares) without extending the Offer. See Section 1. How will IP pay for the Shares? Assuming that the maximum of 41,666,667 Shares are purchased in the Offer at the maximum purchase price of $36.00 per Share, approximately $1.5 billion will be required to purchase such Shares. We anticipate that we will pay for the Shares purchased in the Offer, as well as related fees and expenses, from our cash on hand, including proceeds...

threshold = 100...ified number of Shares, it is possible that none of those Shares will be purchased. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned beneficially or of record a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all Shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH UP TO 41,666,667 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $36.00 NOR LESS THAN $32.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 13, 2006, UNLESS THE OFFE...