As filed with the Securities and Exchange Commission on February 2, 1994.
REGISTRATION NO. 33 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
CHAMPION INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1427390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Champion Plaza
Stamford, Connecticut 06921
(203) 358-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
__________________
LAWRENCE A. FOX, ESQ.
Vice President and Secretary
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
(203) 358-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
ALAN G. STRAUS, ESQ.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please
check the following box. X
__________________
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
offering maximum
Title of Amount price aggregate Amount of
securities to be per offering registration
to be registered registered share(1) price(1) fee
Common Stock . . 17,107,900 $32.56 $557,033,224 $192,080.42
shares
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and based upon the
average of the high and low sale price of Common Stock of the
Registrant on the New York Stock Exchange on January 26, 1994
__________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1994
PROSPECTUS
17,107,900 SHARES
CHAMPION INTERNATIONAL CORPORATION
COMMON STOCK
($.50 PAR VALUE)
__________________
All 17,107,900 shares of Common Stock, par value $.50 per
share (the "Shares"), of Champion International Corporation
(the "Company") offered hereby are outstanding shares owned by
and being sold by the Selling Shareholder named herein. The
Company will not receive any of the proceeds from the sale of
Shares.
The Selling Shareholder may offer the Shares from time to
time, depending on market conditions and other factors, in one
or more transactions on the New York Stock Exchange or other
national securities exchanges on which the Shares are traded,
in the over the counter market or otherwise, at market prices
prevailing at the time of sale, at negotiated prices or at
fixed prices. The Shares may be offered from time to time in
any manner permitted by law, including through underwriters,
dealers or agents, and directly to one or more purchasers. To
the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being
offered and the terms of the offering, including the names of
the underwriters, any discounts, commissions and other items
constituting compensation to underwriters, dealers or agents,
the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to
dealers. See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange
under the symbol "CHA". On February 1, 1994, the last
reported sale price of the Common Stock on the New York Stock
Exchange was $33-5/8 per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
THE DATE OF THIS PROSPECTUS IS , 1994
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any such State.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THEREOF.
________________
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the rules and regulations of
the Commission. For further information with respect to the Company
and the Common Stock, reference is hereby made to such Registration
Statement, including the exhibits filed as part thereof.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Commission. The Registration Statement
(with exhibits), as well as such reports, proxy statements and other
information, can be inspected and copied at the public reference
facilities maintained by the Commission at its principal offices at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices located at: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549 at prescribed rates. In
addition, copies of such material and other information about the
Company are available for inspection at the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, the Company's Quarterly Reports on Form 10-
Q and Form 10-Q/A for the quarterly periods ended March 31, 1993,
June 30, 1993 and September 30, 1993 and the Company's Current
Reports on Form 8-K dated January 20, 1993, August 26, 1993 and
January 18, 1994, which have been filed by the Company under the
Exchange Act, are incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Shares shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement as
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference herein, other than exhibits thereto (unless such exhibits
are specifically incorporated by reference in such documents).
Requests for such copies should be directed to Lawrence A. Fox,
Esq., Vice President and Secretary, Champion International
Corporation, One Champion Plaza, Stamford, Connecticut 06921;
telephone number (203) 358-7000.
THE COMPANY
Champion International Corporation (the "Company") is one of the
leading domestic manufacturers of paper for business communications,
commercial printing, publications and newspapers. In addition, the
Company has plywood and lumber manufacturing operations and owns or
controls approximately 5,100,000 acres of timberlands in the United
States. The Company's Canadian and Brazilian subsidiaries also own
or control significant timber resources supporting their operations.
The Company, after its merger with St. Regis Corporation in 1984,
redefined its business strategy to become primarily a producer of
pulp and paper with a particular emphasis on printing and writing
papers. In 1993, over 75% of the Company's sales were generated by
the Company's paper business.
The Company was incorporated under the laws of the State of New
York in 1937. The principal executive offices of the Company are
located at One Champion Plaza, Stamford, Connecticut 06921;
telephone number (203) 358-7000.
DESCRIPTION OF CAPITAL STOCK
The following description does not purport to be complete and is
qualified in its entirety by reference to the Restated Certificate
of Incorporation, as amended (the "Certificate"), and the By-Laws,
as amended, of the Company, the Stock Purchase Agreement concerning
the Convertible Preference Stock (as defined below) and the Business
Corporation Law of the State of New York. Copies of the
Certificate, the By-Laws and the Stock Purchase Agreement are
exhibits to the registration statement of which this Prospectus is a
part.
The authorized capital of the Company consists of 250,000,000
shares of Common Stock and 8,531,431 shares of Preference Stock, par
value $1.00 per share (the "Preference Stock"). The Board of
Directors of the Company has the authority to cause shares of the
Preference Stock to be issued from time to time in one or more
series and to specify the number of shares in each series and the
designation and relative rights, preferences and limitations of the
shares of each such series. As of the date of this Prospectus, the
Company has outstanding 300,000 shares of Preference Stock, $92.50
Cumulative Convertible Series (the "Convertible Preference Stock"),
and it has designated, but has not issued, 1,100,000 shares of
Preference Stock, Participating Cumulative Series, and 400,000
shares of Preference Stock, Participating Cumulative Series B
(collectively, the "Participating Preference Stock"). The Common
Stock, Convertible Preference Stock and Participating Preference
Stock do not have preemptive rights, and any other series of
Preference Stock issued after the date of this Prospectus will not
have preemptive rights unless provided in the designation of such
series.
CONVERTIBLE PREFERENCE STOCK
Each share of Convertible Preference Stock is entitled to
cumulative cash dividends of $92.50 per year and to $1,000 plus
accrued and unpaid dividends upon the liquidation of the Company, in
each case in preference to the shares of Common Stock. Unpaid
dividends bear interest per annum at the greater of 9-1/4% or the
prime rate plus 5%. Each share of Convertible Preference Stock is
convertible into approximately 26.3 shares of Common Stock and may
cast approximately 26.3 votes on each matter submitted to the
shareholders, voting as a class with the Common Stock, subject in
each case to adjustment under certain circumstances. The Company
has the right, except in certain circumstances, to redeem the
Convertible Preference Stock for $1,150 per share plus accrued and
unpaid dividends. On December 6, 1999, the Company must redeem all
the outstanding shares of the Convertible Preference Stock for
$1,000 plus accrued and unpaid dividends. Upon the occurrence of a
"Change of Control" (as defined in the Certificate), each holder of
the Convertible Preference Stock will have the option to require
the Company to redeem its shares, at the holder's option, either at
$1,000 per share of Convertible Preference Stock or at a price per
share of Convertible Preference Stock equal to the price paid for a
share of Common Stock in the Change of Control event multiplied by
the number of shares of Common Stock into which a share of
Convertible Preference Stock is then convertible, plus accrued and
unpaid dividends. In addition, except under certain circumstances,
the Company has the right to purchase any securities, including
Common Stock, owned by the original holders of the Convertible
Preference Stock before such securities are sold to third parties.
PARTICIPATING PREFERENCE STOCK
Although the Certificate designates two series of Participating
Preference Stock aggregating 1,500,000 shares, none of such shares
is outstanding. If ever issued, each share of Participating
Preference Stock (i) may cast 100 votes on each matter submitted to
the shareholders, voting as a class with the Common Stock, (ii) will
be entitled to dividends equal to at least 100 times the dividend
paid on a share of Common Stock, and (iii) will be entitled to $100
plus accrued and unpaid dividends upon the liquidation of the
Company in preference to the shares of Common Stock, subject in each
case to adjustment under certain circumstances.
COMMON STOCK
Subject to all the rights of the Preference Stock, dividends may
be paid upon the Common Stock as and when declared by the Board of
Directors out of funds legally available therefor. Upon any
liquidation of the Company, and after the holders of the Preference
Stock have been paid in full the amounts to which they are entitled,
the remaining net assets of the Company will be distributed pro rata
to the holders of the Common Stock. Each holder of Common Stock is
entitled to cast one vote for each share thereof held.
The Board of Directors of the Company is divided into three
classes that have staggered three-year terms. The terms of
approximately one-third of the directors expire each year. The
Certificate does not provide for cumulative voting.
The Transfer Agent and Registrar for the Common Stock is Chemical
Bank, New York, New York.
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
SELLING SHAREHOLDER
The 17,107,900 shares of Common Stock offered hereby (the
"Shares") are being offered and sold by Loews Corporation (the
"Selling Shareholder"). The Shares constitute all the Common Stock
owned directly by the Selling Shareholder and represent
approximately 18.39% of the shares of Common Stock outstanding on
the date hereof. In addition, a subsidiary of the Selling
Shareholder owns $1,510,000 principal amount of the Company's 6.5%
Convertible Subordinated Debentures due April 15, 2011, which are
convertible into 43,453 shares of Common Stock. If all the Shares
are sold pursuant to this Prospectus or otherwise, the Selling
Shareholder will not own any of the Company's Common Stock directly
and such subsidiary of the Selling Shareholder will own beneficially
43,453 shares of the Company's Common Stock. James S. Tisch, a
Director of the Company, is a Director and Executive Vice President
of the Selling Shareholder.
PLAN OF DISTRIBUTION
The Selling Shareholder may offer the Shares from time to time
depending on market conditions and other factors, in one or more
transactions on the New York Stock Exchange or other national
securities exchanges on which the Shares are traded, in the over-
the-counter market or otherwise, at market prices prevailing at the
time of sale, at negotiated prices or at fixed prices. The Shares
may be offered in any manner permitted by law, including through
underwriters, brokers, dealers or agents, and directly to one or
more purchasers. Sales of the Shares may involve (a) sales to
underwriters who will acquire Shares for their own account and
resell them in one or more transactions at fixed prices or at
varying prices determined at time of sale, (b) a block transaction
in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction, (c) purchases by a
broker or dealer as principal and resale by such broker or dealer
for its account, (d) an exchange distribution in accordance with the
rules of any such exchange, and (e) ordinary brokerage transactions
and transactions in which a broker solicits purchasers. Brokers and
dealers may receive compensation in the form of underwriting
discounts, concessions or commissions. The Selling Shareholder and
any broker or dealer that participates in the distribution of Shares
may be deemed to be underwriters and any commissions received by
them and any profit on the resale of Shares positioned by a broker
or dealer may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the "Securities Act").
In the event the Selling Shareholder engages an underwriter in
connection with the sale of the Shares, to the extent required, a
Prospectus Supplement will be distributed, which will set forth the
number of Shares being offered and the terms of the offering,
including the names of the underwriters, any discounts, commissions
and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions
or concessions allowed or reallowed or paid by underwriters to
dealers.
In addition, the Selling Shareholder may from time to time sell
Shares in transactions under Rule 144 promulgated under the
Securities Act.
Pursuant to an agreement between the Company and the Selling
Shareholder, the Selling Shareholder will pay all the expenses
incident to the registration, offering and sale of the Shares,
including the registration fee and any commissions and discounts of
underwriters, dealers or agents. The Selling Shareholder and the
Company have agreed to indemnify each other against certain civil
liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by
Lawrence A. Fox, Esq., Vice President and Secretary of the Company.
Mr Fox holds options to acquire 18,850 shares of the Company's
Common Stock and, as of December 31, 1993, 2,071 shares of the
Company's Common Stock were held for his account under an employee
benefit plan.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all fees and expenses payable in
connection with the issuance and distribution of the Shares, other
than underwriting discounts and commissions. All such fees and
expenses will be paid by the Selling Shareholder. All the amounts
shown are estimates, except for the Securities and Exchange
Commission registration fee.
Securities and Exchange Commission registration fee. . . $192,080
"Blue Sky" fees and expenses . . . . . . . . . . . . . 10,000
Legal fees and expenses . . . . . . . . . . . . . . . . 25,000
Accounting fees and expenses . . . . . . . . . . . . . 6,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 10,000
Total . . . . . . . . . . . . . . . . . . . . . $243,080
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721-725 of the New York Business Corporation Law (the
"BCL") contain detailed provisions regarding indemnification of
directors and officers of New York corporations against expenses,
judgments, fines and amounts paid in settlement in connection with
litigation. Article F of the Restated Certificate of Incorporation,
as amended, of the Registrant requires the Registrant to indemnify
its directors and officers to the fullest extent permitted by New
York law, as such law may be amended from time to time. Article F
also allows the Registrant, if and when deemed appropriate, to
provide indemnification or reimbursement or advancement of expenses
beyond the indemnification specifically allowed by the BCL to the
extent permitted by law. In addition, the Registrant has purchased
insurance policies that provide coverage for its directors and
officers in certain situations.
ITEM 16. EXHIBITS.
4.1 Restated Certificate of Incorporation of the
Registrant, filed in the State of New York on
October 20, 1986 (filed by incorporation by reference
to Exhibit 3.1 to the Registrant's Form 10-K for
the fiscal year ended December 31, 1986,
Commission File No. 1-3053).
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of the State of New York on July 18, 1988
(filed by incorporation by reference to Exhibit 4.1
to the Registrant's Form 10-Q for the quarter
ended June 30, 1988, Commission File No. 1-3053).
4.3 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant, filed in the
State of New York on December 6, 1989 (filed by
incorporation by reference to Exhibit 4.1 to the
Registrant's Form 8-K dated December 14, 1989,
Commission File No. 1-3053).
4.4 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant, filed in the
State of New York on December 21, 1989 (filed
by incorporation by reference to Exhibit 3.4
to the Registrant's Form 10-K for the fiscal year
ended December 31, 1989, Commission File No. 1-3053).
4.5 By-Laws of the Registrant, as amended (filed by
incorporation by reference to Exhibit 3(ii).1 to the
Registrant's Form 10-Q for the quarter ended March 31,
1993, Commission File No. 1-3053).
4.6 Stock Purchase Agreement dated December 6, 1989
between the Company and Berkshire Hathaway Inc.
and certain of its affiliates (filed by
incorporation by reference to Exhibit 28 to the
Registrant's Form 8-K dated December 14, 1989,
Commission File No. 1-3053).
4.7 Agreement dated February 2, 1994 between the Registrant
and Loews Corporation.
5 Opinion of Lawrence A. Fox, Esq., Vice President and
Secretary of the Registrant, as to validity of the Shares,
including consent.
23 Consent of Arthur Andersen & Co.
24 Power of Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT
IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF STAMFORD,
STATE OF CONNECTICUT, ON FEBRUARY 2, 1994.
CHAMPION INTERNATIONAL CORPORATION
By: /S/ LAWRENCE A. FOX
(Lawrence A. Fox)
Vice President and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED:
Signature Title Date
Chairman of the Board, February 2, 1994
Chief Executive Officer,
and Director (Principal
* Executive Officer)
(Andrew C. Sigler)
Vice Chairman and Director February 2, 1994
(Principal Accounting
* Officer)
(Kenwood C. Nichols)
Senior Vice President - February 2, 1994
Finance (Principal
* Financial Officer)
(Gerald J. Beiser)
* Director February 2, 1994
(Robert A. Charpie)
* Director February 2, 1994
(Alice F. Emerson)
* Director February 2, 1994
(Allan E. Gotlieb)
* Director February 2, 1994
(L. C. Heist)
Director
(Sybil C. Mobley)
* Director February 2, 1994
(H. Barclay Morley)
* Director February 2, 1994
(Lawrence G. Rawl)
* Director February 2, 1994
(Walter V. Shipley)
* Director February 2, 1994
(James S. Tisch)
* Director February 2, 1994
(Richard E. Walton)
* Director February 2, 1994
(John L. Weinberg)
*By: /S/ LAWRENCE A. FOX
(Lawrence A. Fox)
A Power of Attorney authorizing Lawrence A. Fox, Marvin H. Ginsky
and Andrew C. Sigler and each of them to sign this Registration
Statement and all amendments hereto as attorneys for directors and
officers of the Registrant is being filed concurrently with the
Securities and Exchange Commission as Exhibit 24 to this Registration
Statement.
EXHIBIT 4.7
EXHIBIT 4.7
CHAMPION INTERNATIONAL CORPORATION
One Champion Plaza
Stamford, Connecticut 06921
February 2, 1994
Loews Corporation
667 Madison Avenue
New York, New York 10021
Gentlemen:
This letter confirms the terms upon which
Champion International Corporation (the "Company") has
agreed to register for sale by Loews Corporation (the
"Shareholder") the 17,107,900 shares (the "Shares") of
the Common Stock, par value $.50 per share, of the
Company owned directly by the Shareholder.
1. Shelf Registration.
(a) The Company shall prepare and file
with the Securities and Exchange Commission (the "SEC") a
shelf registration statement for an offering to be made
on a continuous basis pursuant to Rule 415 promulgated
under the Securities Act of 1933, as amended (together
with the rules and regulations promulgated thereunder,
the "Securities Act"), covering all the Shares. The
Shelf Registration (as defined below) shall be on Form S-
3 or another appropriate form permitting registration of
the Shares for sale by the Shareholder. The Company
shall use reasonable efforts (i) to cause the Shelf
Registration to be declared effective under the
Securities Act as promptly as reasonably practicable
after the date of this Agreement and (ii) subject to
paragraph 1(b), to keep the Shelf Registration
continuously effective under the Securities Act until the
date that is 24 months from the date upon which the Shelf
Registration is declared effective or such shorter period
ending when all the Shares covered by the Shelf
Registration have been sold. For the purposes of this
Agreement, (i) the term "Shelf Registration" shall mean
the registration statement of the Company filed with the
SEC that covers any of the Shares pursuant to the
provisions of this Agreement, including the Prospectus
(as defined below), amendments and supplements to such
registration statement, including post-effective
amendments, all exhibits, and all material incorporated
by reference or deemed to be incorporated by reference in
such registration statement and (ii) the term
"Prospectus" shall mean the prospectus included in the
Shelf Registration, as amended or supplemented by any
prospectus supplement, with respect to the terms of the
offering of any portion of the Shares covered by the
Shelf Registration, and all other amendments and
supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or
deemed to be incorporated by reference in the Prospectus.
(b) The Company reserves the right at any
time, from time to time, to require the Shareholder to
discontinue its disposition of Shares pursuant to the
Shelf Registration immediately upon receipt of written
notice to such effect upon the happening of any event or
circumstance of the kind described in clauses (ii)
through (iv) of paragraph 2(a), subject to the provisions
of this Agreement. If the Company suspends the
Shareholder's ability to make dispositions under the
Shelf Registration for a period of 30 days or more in the
aggregate (the "Suspension Period"), and if at the end of
the 24-month period referred to above the Shareholder
retains any portion of the Shares and shall be unable, by
reason of facts and circumstances existing as of the end
of the 24-month period referred to above, to dispose of
such Shares within a six-month period under Rule 144
promulgated under the Securities Act, then the
Shareholder may request the Company to extend the
effectiveness of the Shelf Registration, and upon receipt
of such request the Company shall use reasonable efforts
to extend the effectiveness of the Shelf Registration for
an amount of time equal to the Suspension Period, subject
to the other terms, conditions and limitations set forth
in this Agreement. The Company shall not have any
liability to the Shareholder or any other Person (as
defined below) for suspending the Shareholder's ability
to dispose of Shares under the Shelf Registration,
including, without limitation, for losses due to changes
in market conditions for the Shares, if the Company has
complied with its obligations under this Agreement.
(c) Upon the occurrence of an event or
circumstance contemplated by clauses (ii) through (iv) of
paragraph 2(a), the Company shall use all reasonable
efforts to prepare a supplement or post-effective
amendment to the Shelf Registration or Prospectus, or any
document incorporated therein by reference, or to file
any other required documents or take any other required
action, so that the Shelf Registration and the Prospectus
shall be effective, shall comply with the requirements of
the Securities Act and other applicable securities laws
and shall not contain any untrue statement of a material
fact or omit to state a material fact required to be
stated therein or necessary to make the statements
therein not misleading, so that the Shareholder may
continue its disposition of Shares thereunder; provided
that, notwithstanding the foregoing to the contrary, the
Company shall not be obligated to take any action
pursuant to this paragraph 1(c) if a valid corporate
purpose (as determined by the Company in its sole
judgment) would be served by refraining from taking any
such action.
(d) The Shareholder agrees that, upon
receipt of written notice from the Company pursuant to
paragraph 1(b), it shall immediately discontinue
disposition of the Shares until advised in writing by the
Company that offers or sales may be resumed or that the
use of the Prospectus may be resumed, as the case may be.
2. Registration Procedures.
(a) In connection with the registration
to permit the sale of the Shares, the Company shall
notify the Shareholder promptly (but in any event within
two business days) (i) when the Prospectus has been
filed, and when the Shelf Registration or any post-
effective amendment has become effective, (ii) of the
issuance by the SEC of any stop order suspending the
effectiveness of the Shelf Registration or of any order
preventing or suspending the use of any Prospectus or, if
known by the Company, the initiation of any proceedings
for that purpose, (iii) of any suspension of the
qualification or exemption from qualification of the
Shelf Registration or any of the Shares for offer or sale
in any jurisdiction, or, if known by the Company, the
contemplation, initiation or threatening of any
proceeding for such purpose and (iv) of the existence of
any event or circumstance (but with no obligation to
disclose the nature thereof) as a result of which the
Shelf Registration or the Prospectus would contain an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary
to make the statements therein not misleading.
(b) The Company shall use its reasonable
efforts to register or qualify the Shares for offer and
sale under the securities or Blue Sky laws of such
jurisdictions within the United States as the Shareholder
reasonably requests in writing and to keep each such
registration or qualification (or exemption therefrom)
effective during the period the Shelf Registration is
kept effective and do any and all other acts or things
reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Shares, provided
that the Company shall not be required to (i) qualify
generally to do business in any jurisdiction where it is
not then so qualified, (ii) take any action that would
subject it to general service of process in any such
jurisdiction where it is not then so subject or (iii)
register or qualify securities prior to the effective
date of the Shelf Registration.
(c) In the event the Shareholder, from
time to time, notifies the Company that it proposes to
sell some of or all of the Shares in an underwritten
offering (an "Underwritten Offering") pursuant to which
one or more underwriters (the "Underwriters") would
purchase such Shares from the Shareholder for re-offering
to the public, then the Company shall enter into a
reasonable and customary underwriting agreement with the
Underwriters (which agreement shall include
indemnification and contribution provisions consistent
with those contained in this Agreement) and shall take
other reasonable and customary actions to expedite and
facilitate the disposition of such Shares (provided that
the Company shall not be obligated to undertake any
obligations that are unduly burdensome to it), and in
connection therewith the Company shall, among other
reasonable and customary actions, (i) make such
representations and warranties to, and covenants and
agreements with the Shareholder and the Underwriters in
form, substance and scope as are customarily made by an
issuer in similar underwritten offerings, (ii) obtain
opinions of counsel to the Company, and updates thereof,
as shall be reasonably satisfactory to the Underwriters
in form, substance and scope as are customarily provided
in underwritten offerings, (iii) obtain "cold comfort"
letters and updates thereof from the Company's
independent certified public accountants, which letters
shall be in customary form and shall cover matters of the
type customarily covered in "cold comfort" letters to
underwriters in similar underwritten offerings, (iv)
permit the Underwriters and their counsel access, to the
extent customarily provided by the Company, to the
Company's officers, accountants, books, records and
financial statements to conduct due diligence with
respect to the Company and (v) deliver such customary
documents and certificates as may be reasonably requested
by the Underwriters.
3. Registration Expenses. All fees and
expenses incurred by the Shareholder incident to the
performance of or compliance with this Agreement, and all
customary and reasonable out-of-pocket fees and expenses
incurred by the Company directly related to its
performance of or compliance with this Agreement
(including, without limitation, all such fees and
expenses directly related to any Underwritten Offering),
shall be borne by the Shareholder whether or not the
Shelf Registration becomes effective, including, without
limitation:
(a) all registration and filing fees
(including, without limitation, (A) SEC registration
fees, (B) fees with respect to filings required to be
made with the National Association of Securities Dealers,
Inc. and (C) fees and expenses for compliance with state
securities or Blue Sky laws (including, without
limitation, reasonable fees and disbursements of counsel
in connection with Blue Sky qualifications of the
Shares));
(b) printing expenses (including, without
limitation, expenses of printing prospectuses and
prospectus supplements and filing documents with the SEC
through the EDGAR system, but excluding the expense of
printing certificates for shares of Common Stock);
(c) messenger and delivery expenses
incurred by the Company in the performance of its
obligation hereunder;
(d) reasonable fees and disbursements of
counsel for the Company and fees and disbursements of
counsel for the Shareholder; and
(e) reasonable fees and disbursements of
all independent certified public accountants (including,
without limitation, the expenses of any special audit and
"cold comfort" letters and updates thereto required by or
incident to such performance).
4. Indemnification
(a) Indemnification by the Company. The
Company shall indemnify and hold harmless the
Shareholder, its officers, directors and agents and
employees, each Person who controls the Shareholder
(within the meaning of Section 15 of the Securities Act
or Section 20 of the Securities Exchange Act of 1934, as
amended (together with the rules and regulations
promulgated thereunder, the "Exchange Act") and the
officers, directors, agents and employees of each such
controlling person, to the fullest extent lawful, from
and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, costs
of preparation and reasonable attorneys' fees) and
expenses (including expenses of investigation)
(collectively, "Losses"), as incurred, arising out of or
based upon any untrue or alleged untrue statement of a
material fact contained in the Shelf Registration,
Prospectus or form of prospectus or in any amendments or
supplements thereto or in any preliminary prospectus, or
any omission or alleged omission of a material fact
required to be stated therein or necessary to make the
statements therein not misleading, except for the
information included in the second paragraph on the cover
of the Prospectus, the sections of the Prospectus
captioned "Selling Shareholder" and "Plan of
Distribution" and any information hereafter furnished in
writing by the Shareholder or reviewed and approved in
writing by the Shareholder expressly for use in the Shelf
Registration or the Prospectus. For the purposes of
this Agreement, the term "Person" shall mean
any individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association,
union, business association, firm or other entity.
(b) Indemnification by the Shareholder.
The Shareholder shall furnish to the Company in writing
or review and approve in writing such information as the
Company may be required to include in the Shelf
Registration or Prospectus relating to the Shareholder,
including without limitation the plan of distribution,
and agrees to indemnify and hold harmless the Company and
its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of
Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents and
employees of such controlling persons, to the fullest
extent lawful, from and against all Losses arising out of
or based upon any untrue or alleged untrue statement of a
material fact contained in the Shelf Registration,
Prospectus or form of prospectus or in any amendments or
supplements thereto or in any preliminary prospectus, or
any omission or alleged omission of a material fact
required to be stated therein or necessary to make the
statements therein not misleading to the extent, but only
to the extent, that such untrue statement or omission is
contained in any information so furnished in writing or
reviewed and approved in writing by the Shareholder to the
Company expressly for use therein. The Shareholder hereby
approves (i) the second paragraph on the cover of the
Prospectus, which pertains to the distribution of the
Shares, and (ii) the sections of the Prospectus captioned
"Selling Shareholder" and "Plan of Distribution."
(c) Conduct of Indemnification
Proceedings. If any action or proceeding (including any
governmental investigation or inquiry) shall be brought
or any claim shall be asserted against any Person
entitled to indemnity hereunder (an "indemnified party"),
such indemnified party shall promptly notify the party or
parties from which such indemnity is sought (the
"indemnifying parties") in writing, provided that the
failure to so notify the indemnifying parties shall not
relieve the indemnifying parties from any obligation or
liability except to the extent that it shall be finally
determined by a court of competent jurisdiction (which
determination is not subject to appeal) that the
indemnifying parties have been prejudiced materially by
such failure. All such fees and expenses (including any
fees and expenses incurred in connection with
investigating or preparing to defend such action or
proceeding) shall be paid to the indemnified party, as
incurred, within 20 business days of written notice
thereof to the indemnifying party (regardless of whether
it is ultimately determined that an indemnified party is
not entitled to indemnification hereunder).
The indemnifying party shall have the right,
exercisable by giving written notice to an indemnified
party, within 20 business days after receipt of written
notice from such indemnified party of such action, claim
or proceeding, to assume, at its expense, the defense of
any such action, claim or proceeding, provided that an
indemnified party shall have the right to employ separate
counsel in any such action, claim or proceeding and to
participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party or parties unless: (1) the indemnifying
party has agreed to pay such fees and expenses; or (2)
the indemnifying party shall have failed promptly to
assume the defense of such action, claim or proceeding
and to employ counsel reasonably satisfactory to such
indemnified party in any such action, claim or
proceeding; or (3) the named parties to any such action,
claim or proceeding (including any impleaded parties)
include both such indemnified party and the indemnifying
party, and such indemnified party shall have been advised
by counsel that there may be one or more material
defenses available to such indemnified party that are in
conflict with those available to the indemnifying party
(in which case, if such indemnified party notifies the
indemnifying parties in writing that it elects to employ
separate counsel at the expense of the indemnifying
parties, the indemnifying parties shall not have the
right to assume the defense thereof and the reasonable
fees and expenses of such counsel shall be at the expense
of the indemnifying parties), it being understood,
however, that, the indemnifying parties shall not, in
connection with any one such action, claim or proceeding
or separate but substantially similar or related actions,
claims or proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate
local counsel) at any time for such indemnified parties,
unless in the judgment of counsel to one or more of such
indemnified parties, a conflict of interest may exist
between or among such indemnified parties with respect to
such action, claim or proceeding. Whether or not such
defense is assumed by the indemnifying parties, such
indemnifying parties or indemnified party shall not be
subject to any liability for any settlement made without
its consent (but such consent shall not be unreasonably
withheld). No indemnifying party shall be liable for any
settlement of any such action or proceeding effected
without its written consent, but if settled with its
written consent, or if there be a final judgment for the
plaintiff in any such action, claim or proceeding, each
indemnifying party jointly and severally agrees subject
to the exceptions and limitations set forth above, to
indemnify and hold harmless each indemnified party from
and against any loss or liability by reason of such
settlement or judgment. The indemnifying parties shall
not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional
term thereof the giving by the claimant or plaintiff to
such indemnified party of a release, in form and
substance reasonably satisfactory to the indemnified
party, from all liability in respect of such action,
claim or proceeding for which such indemnified party
would be entitled to indemnification hereunder (whether
or not any indemnified party is a party thereto).
(d) Contribution. If the indemnification
provided for in this paragraph 4 is unavailable to an
indemnified party or is insufficient to hold such
indemnified party harmless for any Losses in respect of
which this paragraph 4 would otherwise apply by its terms
(other than by reason of exceptions provided in this
paragraph 4), then each applicable indemnifying party, in
lieu of indemnifying such indemnified party, shall have a
joint and several obligation to contribute to the amount
paid or payable by such indemnified party as a result of
such Losses, in such proportion as is appropriate to
reflect the relative fault of the indemnifying party, on
the one hand, and such indemnified party, on the other
hand, in connection with the actions, statements or
omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative
fault of such indemnifying party, on the one hand, and
indemnified party, on the other hand, shall be determined
by reference to, among other things, whether any action
in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged
omission to state a material fact, has been taken or made
by, or relates to information supplied or approved in
writing by, such indemnifying party or indemnified party,
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent any
such action, statement or omission. The amount paid or
payable by an indemnified party as a result of any Losses
shall be deemed to include any legal or other fees or
expenses incurred by such party in connection with any
investigation or proceeding, to the extent such party
would have been indemnified for such expenses if the
indemnification provided for in paragraph 4(a) or (b)
were available to such party.
The parties hereto agree that it would not be
just and equitable if contribution pursuant to this
paragraph 4(d) were determined by pro rata allocation or
by any other method of allocation that does not take
account of the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the
provisions of this paragraph 4(d), the Shareholder shall
not be required to contribute any amount in excess of
such holder's Maximum Contribution Amount. The
Shareholder's "Maximum Contribution Amount" shall equal
the excess of (i) the aggregate proceeds received by such
holder pursuant to the sale of the Shares pursuant to the
Shelf Registration over (ii) the aggregate amount of
damages that such holder has otherwise been required to
pay by reason of such untrue statement or omission or
alleged untrue statement or omission. No person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such
fraudulent misrepresentation.
5. Miscellaneous
(a) Amendments and Waivers. The
provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from
the provisions hereof may not be given, without the
express written consent of the Company and the
Shareholder.
(b) Notices. All notices and other
communications provided for or permitted hereunder shall
be made in writing by hand-delivery, certified first-
class mail, return receipt requested, next-day air
courier or facsimile:
(i) if to the Company, at One
Champion Plaza, Stamford Connecticut, 06921,
telecopy number (203) 358-2974, Attention:
Lawrence A. Fox, Vice President and Secretary,
or at such other address, notice of which is
given in accordance with the provisions of this
paragraph 5(b); and
(ii) if to the Shareholder, at
667 Madison Avenue, New York, New York, 10021,
telecopy number (212) 935-6801, Attention:
Corporate Secretary, or at such other address,
notice of which is given in accordance with the
provisions of this paragraph 5(b).
All such notices and communications shall be
deemed to have been duly given: when delivered by hand,
if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; one
business day after being timely delivered to a next-day
air courier; and when receipt is acknowledged by the
addressee, if telecopied.
(c) Successors and Assigns. The rights
and obligations of the parties to this Agreement shall be
binding on the parties hereto and their successors and
permitted assigns, but such rights and obligations may
not be assigned or delegated without the express written
consent of the parties to this Agreement.
(d) Counterparts. This Agreement may be
executed in counterparts and by the parties hereto in
separate counterparts, each of which when so executed
shall be deemed to be an original and both of which taken
together shall constitute one and the same agreement.
(e) Headings. The headings in this
Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
(g) Entire Agreement. This Agreement is
intended by the parties as a final expression of their
agreement, and is intended to be a complete and exclusive
statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements
and understandings between the parties with respect to
such subject matter.
If the foregoing accurately reflects the
substance of our agreement, kindly so indicate by signing
the enclosed copy of this letter and returning it to us.
CHAMPION INTERNATIONAL CORPORATION
By:______________________________
Name:
Title:
Seen and agreed as of this 2nd day of February, 1994.
LOEWS CORPORATION
By:______________________________
Name:
Title:
EXHIBIT 5
EXHIBIT 5
CHAMPION INTERNATIONAL CORPORATION
One Champion Plaza
Stamford, Connecticut 06921
February 2, 1994
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
Gentlemen:
As Vice President and Secretary of Champion
International Corporation (the "Company"), I am familiar
with the Company's Registration Statement on Form S-3
(the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to the
registration for the account of Loews Corporation of
17,107,900 outstanding shares (the "Shares") of the
Company's Common Stock, $.50 par value.
I am a member of the Bar of the State of New York
and express no opinion as to the laws of any jurisdiction
other than the Federal laws of the United States of
America and the laws of the State of New York.
This opinion is delivered pursuant to the
requirements of Item 601(b)(5) of Regulation S-K under
the Act.
Based upon the foregoing, I am of the opinion that
the Shares are legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
Lawrence A. Fox
Vice President and Secretary
LAF:col
EXHIBIT 23
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent
to the incorporation by reference in this Registration
Statement of our report dated January 18, 1993 included
in Champion International Corporation's (the "Company's")
Annual Report to Shareholders for the year ended December
31, 1992, and incorporated by reference in the Company's
Form 10-K for the year ended December 31, 1992 (the "Form
10-K"), and of our report dated January 18, 1993 included
in the Form 10-K and to all references to our Firm
included in this Registration Statement.
Arthur Andersen & Co.
New York, N.Y.
February 2, 1994
EXHIBIT 24
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned Directors and Officers of CHAMPION
INTERNATIONAL CORPORATION (the "Company"), which intends to file a
Registration Statement with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, registering
outstanding shares of Common Stock for the account of Loews
Corporation, hereby constitutes and appoints LAWRENCE A. FOX,
MARVIN H. GINSKY and ANDREW C. SIGLER his or her true and lawful
attorneys-in-fact and agents, each of them with full power to act
without the others, for him or her and in his or her name, place
and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments and other documents relating
thereto, and to file such Registration Statement and such
amendments with all exhibits thereto, and any and all other
information and documents in connection therewith, with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, hereby granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands this 20th day of January, 1994.
ANDREW C. SIGLER KENWOOD C. NICHOLS
Andrew C. Sigler Kenwood C. Nichols
Chairman of the Board, Chief Vice Chairman and Director
Executive Officer, and Director (Principal Accounting Officer)
(Principal Executive Officer)
GERALD J. BEISER
Gerald J. Beiser
Senior Vice President - Finance
(Principal Financial Officer)
ROBERT A. CHARPIE H. BARCLAY MORLEY
Robert A. Charpie, Director H. Barclay Morley, Director
ALICE F. EMERSON LAWRENCE G. RAWL
Alice F. Emerson, Director Lawrence G. Rawl, Director
ALLAN E. GOTLIEB WALTER V. SHIPLEY
Allan E. Gotlieb, Director Walter V. Shipley, Director
L. C. HEIST JAMES S. TISCH
L. C. Heist, Director James S. Tisch, Director
RICHARD E. WALTON
Sybil C. Mobley, Director Richard E. Walton, Director
JOHN L. WEINBERG
John L. Weinberg, Director
