CHAMPION INTERNATIONAL CORP
8-K, 1994-01-31
PAPER MILLS
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                       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

                                January 18, 1994
     ----------------------------------------------------------------------
                                 Date of Report
                        (Date of earliest event reported)

                       CHAMPION INTERNATIONAL CORPORATION
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
     ----------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

              1-3053                                 13-1427390
     ----------------------------------------------------------------------
     (Commission File Number)            (IRS Employer Identification No.)
                          

                One Champion Plaza, Stamford, Connecticut   06921
     ----------------------------------------------------------------------
             (Address of principal executive offices)    (Zip Code)

                                 (203) 358-7000
     ----------------------------------------------------------------------
             (Registrant's telephone number, including area code)  

                                 Page 1 of 4



          ITEM 5:  OTHER EVENTS

                    The Company reported a loss of 56 cents per
          share for the fourth quarter of 1993, compared to losses
          of 38 cents in the fourth quarter of 1992 and 65 cents in
          the third quarter of 1993.  Excluding non-recurring items
          in each quarter, the Company incurred a 35 cent loss in
          the fourth quarter of 1993, compared to losses of 56
          cents in the fourth quarter of 1992 and 40 cents in the
          third quarter of 1993.

                    For the year, the loss per share of $1.98
          compared to a loss of $5.05 in 1992.  Excluding non-
          recurring items in each period, the Company incurred a
          loss of $1.44 per share in 1993, compared to a loss of
          $1.33 in 1992.  The non-recurring items for 1993 included
          an eight cent charge as a result of the adoption in the
          fourth quarter, retroactive to January 1, 1993, of the
          new Financial Accounting Standards Board accounting
          standard for postemployment benefits.

                    Despite significant improvements in the
          Company's operating performance and higher earnings in
          its wood products business, results for the year and the
          quarter ended December 31, 1993 were affected by
          continued weak prices for pulp and certain of its paper
          grades.

                    The Company's paper segment reported a loss
          from operations for the year of $134 million compared
          with a loss of $7 million in 1992.  The fourth quarter
          loss of $24 million compared with losses of $16 million a
          year ago and $22 million in the third quarter of 1993.

                    The Company's wood products segment reported
          income from operations of $248 million for the year, up
          from $125 million in 1992.  Fourth quarter income from
          operations of $57 million improved from $32 million in
          both the prior and year-ago quarters.  The improved
          earnings were due primarily to significantly higher
          prices for lumber, plywood and timber.

                    The Company's Consolidated Statement of Income
          for the Three Months and the Twelve Months Ended December
          31, 1993 and December 31, 1992 and Consolidated  Balance

                                 Page 2 of 4



          Sheet as of December 31, 1993 and December 31, 1992 are
          attached hereto as Exhibits 99.1 and 99.2, respectively.

                                   EXHIBITS

          99.1      Champion International Corporation and
                    Subsidiaries Consolidated Statement of Income
                    for the Three Months Ended December 31, 1993
                    and 1992 and the Twelve Months Ended December
                    31, 1993 and December 31, 1992

          99.2      Champion International Corporation and
                    Subsidiaries Consolidated Balance Sheet as of
                    December 31, 1993 and December 31, 1992



                                 Page 3 of 4



                                  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,
          thereunto duly authorized.

                                   CHAMPION INTERNATIONAL CORPORATION

                                   By:       /S/ Lawrence A. Fox      
                                               Lawrence A. Fox
                                         Vice President and Secretary

          Dated:  January 31, 1994


                                 Page 4 of 4





                                   EXHIBIT 99.1


<TABLE>
           CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE)

<CAPTION>
                                Three Months Ended       Twelve Months Ended
                                   December 31,              December 31,  
                                1993          1992        1993         1992
                                   (Unaudited)
<S>                                <C>         <C>          <C>          <C>        
  Net Sales  
    Paper                          $  992,663  $ 963,649    $ 3,817,579  $ 3,834,585
    Wood Products                     307,564    273,790      1,251,254    1,091,886
                                    1,300,227  1,237,439      5,068,833    4,926,471

  Income From Operations:
    Paper                             (24,143)   (16,494)      (133,774)      (7,490)
    Wood Products                      57,015     32,391        247,989      125,071
    General Corporate Expense         (13,676)   (13,054)       (47,823)     (44,210)
                                       19,196      2,843         66,392       73,371

  Interest and debt expense            62,186     50,324        224,658      206,295
  Other (income) expense - 
    net (Note 1)                      (10,142)    (9,333)         7,410     (142,516)

  Income (Loss) Before Income 
    Taxes, Extraordinary Item 
    and Cumulative Effect of 
    Accounting Changes                (32,848)   (38,148)      (165,676)       9,592

  Income Taxes (Benefit) (Note 2)      (2,284)    (9,226)       (31,222)      (4,328)

  Income (Loss) Before 
    Extraordinary Item and 
    Cumulative Effect of
    Accounting Changes                (30,564)   (28,922)      (134,454)      13,920

  Extraordinary Item - 
    Loss on Early Retirement
    of Debt, Net of Taxes             (14,266)      ----        (14,266)        ----

  Cumulative Effect of 
    Accounting Changes,
    Net of Taxes (Note 3)                ----       ----         (7,523)    (454,314)

  Net Income (Loss)                 $ (44,830) $ (28,922)    $ (156,243)  $ (440,394)

  Earnings (Loss) Per Common Share:
    Income (Loss) Before 
     Extraordinary Item and 
     Cumulative Effect of 
     Accounting Changes:
       Recurring                    $    (.35) $    (.56)    $    (1.44)  $    (1.33)
       Non-Recurring                     (.06)       .18           (.31)        1.18
                                         (.41)      (.38)         (1.75)        (.15)

    Extraordinary Item - 
      Loss on Early Retirement
      of Debt                            (.15)       ---           (.15)         ---
    Cumulative Effect of 
      Accounting Changes                 ----        ---           (.08)       (4.90)

    Net Income (Loss)               $    (.56) $    (.38)    $    (1.98)  $    (5.05)

  ___________
<FN>
  Note 1:  Other (income) expense - net for the three month and twelve month periods
           ended December 31, 1993 includes non-recurring pre-tax income of $10
           million.  The three month period ended December 31, 1992 includes non-
           recurring pre-tax income of $12 millon.  The twelve month period ended
           December 31, 1992 includes $148 million in non-recurring pre-tax
           income, primarily from the sale of timberlands.
<FN>
  Note 2:  Income Taxes (Benefit) for the three month and twelve month periods ended
           December 31, 1993 includes a provision of $11 million and $34 million,
           respectively, to reflect one-time adjustments to the Company's deferred
           tax liability.
<FN>
  Note 3:  Cumulative Effect of Accounting Changes for the twelve month period
           ended December 31, 1993 reflects the after-tax effect of adopting,
           retroactive to January 1, 1993, a new accounting standard for postemployment
           benefits.  The twelve month period ended December 31, 1992, reflects the
           after-tax effect of adopting a new accounting standard for postretirement
           benefits other than pensions and a new accounting standard for income taxes.

</TABLE>




                                 EXHIBIT 99.2



            CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                         (IN THOUSANDS OF DOLLARS)

                                             December 31,     December 31,
                                                 1993             1992       

   ASSETS:
    Cash and temporary cash investments   $      62,850     $     91,610
    Receivables - net                           494,426          469,846
    Inventories                                 469,269          479,511
    Prepaid expenses                             22,818           24,622
    Deferred income taxes                        65,064           76,911
      Total Current Assets                    1,114,427        1,142,500

    Timber and timberlands - net              1,838,550        2,011,567
    Property, plant, and equipment - net      5,802,036        5,762,860
    Other assets and deferred charges           387,756          464,505
      Total Assets                         $  9,142,769     $  9,381,432

   LIABILITIES AND SHAREHOLDERS' EQUITY:
    Current installments of 
    long-term debt                         $     88,052     $     21,147
    Accounts and notes payable 
      and accrued liabilities                   679,411           757,092
    Income taxes                                  4,841             8,132
      Total Current Liabilities                 772,304           786,371

    Long-term debt                            3,316,165         3,290,875
    Other liabilities                           672,788           637,275
    Deferred income taxes                     1,077,234         1,159,244
    Minority interest in subsidiaries            54,160            48,864
    Preference stock, $92.50 
      cumulative series                         300,000           300,000
    Shareholders' Equity                      2,950,118         3,158,803
      Total Liabilities and 
      Shareholders' Equity                  $ 9,142,769     $   9,381,432




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