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 February 20, 2003 -------------------------------------------------------------------------------- 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 (IRS Employer of incorporation) File Number) Identification No.) 400 Atlantic Street, Stamford, Connecticut 06921 ------------------------------------------ --------- (Address of principal executive offices) (Zip Code) 203-541-8000 ------------ (Registrant's telephone number, including area code) --------------------------------------------------------- (Former name or former address, if changed since last report) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Item 1. Changes in Control of Registrant. N/A Item 2. Acquisition or Disposition of Assets. N/A Item 3. Bankruptcy or Receivership. N/A Item 4. Changes in Registrant's Certifying Accountant. N/A Item 5. Other Events and Regulation FD Disclosure. Attached and incorporated herein by reference as Exhibit 99 is a copy of a press release of International Paper Company dated February 20, 2003, announcing the promotion of John V. Faraci, executive vice president and chief financial officer, to president of the Company. Mr. Faraci has also been elected to the Board of Directors of the Company, and he will continue to serve as chief financial officer until a successor is named. Item 6. Resignations of Registrant's Directors. N/A Item 7. Financial Statements and Exhibits. (99) Press Release issued by International Paper Company dated February 20, 2003. Item 8. Change in Fiscal Year. N/A Item 9. Regulation FD Disclosure. N/A 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) Date: February 21, 2003 By /s/ Carol M. Samalin Stamford, Connecticut -------------------- Carol M. Samalin Assistant Secretary STATEMENT OF DIFFERENCES The registered trademark symbol shall be expressed as...... 'r' The service mark symbol shall be expressed as.............. 'sm'