<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1993
---------------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------------------------------------
Commission File Number 1-3053
---------------------------------------------------
Champion International Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1427390
- -------------------------------- --------------------------------
State or other jurisdiction
of incorporation (I.R.S. Employer
or organization 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)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-- --
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 1993
- ------------------------------ ------------------------------
Common stock, $.50 par value 92,978,767
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements.
- ------------------------------
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
(in thousands, except per share)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
----------------------- -----------------------
June 30, June 30,
----------------------- -----------------------
1993 1992 1993 1992
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales $2,523,275 $2,429,847 $1,256,299 $1,229,570
Cost of products sold 2,327,036 2,247,573 1,163,853 1,140,636
Selling, general and
administrative
expenses 150,932 146,026 76,885 73,653
---------- ---------- ---------- ----------
Income From Operations 45,307 36,248 15,561 15,281
Interest and debt
expense 107,876 104,920 54,303 51,652
Other (income) expense
- net (Note 2) 21,440 (44,252) (1,506) (29,110)
---------- ---------- ---------- ----------
Income (Loss) Before
Income Taxes and
Cumulative
Effect of Accounting
Changes (84,009) (24,420) (37,236) (7,261)
Income Taxes (33,603) (19,622) (14,894) (9,267)
---------- ---------- ---------- ----------
Income (Loss) Before
Cumulative Effect of
Accounting Changes (50,406) (4,798) (22,342) 2,006
Cumulative Effect of
Accounting Changes,
Net of Taxes (Note 3) (7,523) (454,314) --- ---
---------- ---------- ---------- ----------
Net Income (Loss) $ (57,929) $ (459,112) $ (22,342) $ 2,006
========== ========== ========== ==========
Dividends on Preference
Stock 13,875 13,875 6,938 6,938
========== ========== ========== ==========
Net Income (Loss)
Applicable to Common
Stock $ (71,804) $ (472,987) $ (29,280) $ (4,932)
========== ========== ========== ==========
Average Number of
Common Shares
Outstanding 92,731 92,622 92,769 92,639
========== ========== ========== ==========
Earnings (Loss) Per
Common Share (Exhibit
11):
Income (Loss) Before
Cumulative Effect
of Accounting Changes $ (.69) $ (.20) $ (.31) $ (.05)
========== ========== ========== ==========
Cumulative Effect of
Accounting Changes $ (.08) $ (4.90) $ --- $ ---
========== ========== ========== ==========
Net Income (Loss) $ (.77) $ (5.10) $ (.31) $ (.05)
========== ========== ========== ==========
Cash dividends
declared $ .10 $ .10 $ .05 $ .05
========== ========== ========== ==========
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-2-
<PAGE>
<TABLE>
<CAPTION>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands of dollars)
June 30, December 31,
1993 1992
(unaudited)
------------- ------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 21,693 $ 36,678
Short-term investments 53,831 54,932
Receivables - net 501,101 469,846
Inventories 487,009 479,511
Prepaid expenses 34,277 24,622
Deferred income taxes 75,374 76,911
------------- ------------
Total Current Assets 1,173,285 1,142,500
------------- ------------
Timber and timberlands,
at cost - less cost of
timber harvested 2,018,462 2,011,567
------------- ------------
Property, plant and equipment,
at cost 8,475,862 8,218,903
Less - Accumulated Depreciation (2,628,597) (2,456,043)
------------- ------------
5,847,265 5,762,860
------------- ------------
Other assets and deferred charges 462,288 464,505
------------- -----------
Total Assets $ 9,501,300 $ 9,381,432
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities
Current installments of long-term debt $ 11,364 $ 21,147
Accounts and notes payable and accrued liabilities 710,561 757,092
Income taxes 7,610 8,132
------------- ------------
Total Current Liabilities 729,535 786,371
------------- ------------
Long-term debt 3,587,098 3,290,875
------------- ------------
Other liabilities 656,178 637,275
------------- ------------
Deferred income taxes 1,096,061 1,159,244
------------- ------------
Minority interest in subsidiaries 53,616 48,864
------------- ------------
Preference stock, $1.00 par value, $92.50 cumulative
convertible series; 300,000 shares issued and
outstanding (redeemable at maturity for $300,000) 300,000 300,000
------------- ------------
Shareholders' Equity:
Preference stock, no series designated, 6,731,431
shares authorized but unissued --- ---
Capital Shares:
Common (92,956,317 and 92,879,567
shares
outstanding at June 30, 1993 and
December 31, 1992, respectively) 48,149 48,079
Capital Surplus 1,161,746 1,158,150
Retained Earnings 1,983,027 2,064,120
------------- ------------
3,192,922 3,270,349
------------- ------------
Treasury shares, at cost (100,233) (100,201)
Cumulative translation adjustment (13,877) (11,345)
------------- ------------
Total Shareholders' Equity 3,078,812 3,158,803
------------- ------------
Total Liabilities and Shareholders' Equity $ 9,501,300 $ 9,381,432
============= ============
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-3-
</TABLE>
<PAGE>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CASH FLOWS (unaudited)
(in thousands of dollars)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
June 30,
-------------------------
1993 1992
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income (Loss) $ (57,929) $ (459,112)
Adjustments to reconcile net income
(loss) to net cash provided by operations:
Cumulative effect of accounting
changes 7,523 454,314
Depreciation expense and cost of
timber harvested 213,657 193,968
Deferrals of pre-operating and
start-up costs (13,435) (9,224)
(Increase)/decrease in receivables (31,674) (13,958)
(Increase)/decrease in inventories (8,417) 9,261
(Increase)/decrease in prepaid
expenses (9,733) 3,892
Increase/(decrease) in accounts
and notes payable
and accrued liabilities (17,866) (15,425)
Increase/(decrease) in accrued
interest payable (2,124) (2,517)
Increase/(decrease) in income
taxes (469) (5,523)
Increase/(decrease) in other
liabilities 6,903 1,930
Increase/(decrease) in deferred
income taxes (34,210) (21,481)
All other - net 11,604 (8,335)
----------- -----------
Net cash provided by (used in)
operating activities 63,830 127,790
----------- -----------
Cash flows from investing activities:
Expenditures for property, plant,
and equipment (270,012) (254,607)
Timber and timberlands
expenditures (53,539) (39,448)
Purchase of investments (82,621) (192,612)
Proceeds from redemption of
investments 80,436 147,126
Proceeds from sales of property,
plant, and equipment
and timber and timberlands 13,093 52,149
All other - net (16,090) (33,702)
----------- -----------
Net cash provided by (used in)
investing activities (328,733) (321,094)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of
long-term debt 819,814 326,202
Payments of current installments
of long-term debt
and long-term debt (548,394) (174,376)
Cash dividends paid (23,163) (23,163)
All other - net 1,661 (1,880)
----------- -----------
Net cash provided by (used in)
financing activities 249,918 126,783
----------- -----------
Increase/(decrease) in cash and cash
equivalents (14,985) (66,521)
Cash and Cash Equivalents:
Beginning of period 36,678 112,696
----------- -----------
End of period $ 21,693 $ 46,175
=========== ===========
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest (net of capitalized
amounts) $ 111,465 $ 108,876
Income taxes (3,606) 8,901
</TABLE>
The accompanying Notes to Consolidated Financial
Statements are an integral part of this statement.
-4-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
June 30, 1993
Note 1.
The unaudited information furnished in this report reflects all adjustments
which are, in the opinion of management, necessary to present fairly a statement
of the results for the interm periods reported. All such adjustments made were
of a normal recurring nature.
Note 2.
Other (income) expense - net for the three month and six month periods ended
June 30, 1992 includes non-recurring pre-tax income of $26 million and $46
million, respectively, primarily from the sale of timberlands and from certain
environmental litigation settlements received by the company.
Note 3.
In the fourth quarter of 1993, the company adopted, retroactive to January 1,
1993, Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits". The standard requires an accrual method
of accounting for postemployment benefits. Prior to adoption, the company was on
a cash basis of accounting for certain of these postemployment benefits. The
cumulative effect of adopting Statement No. 112 as of January 1, 1993, resulted
in an after-tax charge of $7.5 million ($.08 per share) to 1993 earnings after
reduction of approximately $4.7 million for income tax effects. The effect of
adoption on 1993 results, after recording the cumulative effect, was not
material.
The cumulative effect of accounting changes for the six months ended June 30,
1992 is the after-tax effect of adopting a new accounting standard for
postretirement benefits other than pensions and a new accounting standard for
income taxes.
-5-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------------------------------------------------------------------------
Results of Operations.
- ----------------------
Results of Operations
- ---------------------
Summary
In the fourth quarter of 1993, the company adopted, retroactive to January 1,
1993, Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits". The cumulative effect of adopting
Statement No. 112, as of January 1, 1993, resulted in an after-tax charge of
$7.5 million ($.08 per share) to 1993 earnings after reduction of approximately
$4.7 million for income tax effects.
Results for the second quarter of 1993 declined from a year ago but improved
somewhat from last quarter. The company reported a second quarter loss of $22
million, compared to last year's net income of $2 million and a loss before the
cumulative effect of an accounting change of $28 million last quarter. The
fully diluted loss per share of 31 cents in the second quarter compared to a
loss per share of five cents a year ago and a loss per share before the
cumulative effect of an accounting change of 38 cents last quarter.
In last year's second quarter, non-recurring items added approximately 16 cents
per share to results. Excluding non-recurring items, the loss per share of 31
cents in the second quarter of 1993 compared to per share losses of 21 cents a
year ago and 38 cents last quarter.
Operating income of $16 million was approximately even with last year. Higher
prices for wood products were offset primarily by lower average price levels for
certain paper grades. However, overall results were down due to a decline in
other (income) expense - net from last year, which included income of $26
million from non-recurring items, principally sales of timberlands and various
litigation settlements received by the company.
Operating income was down from $30 million last quarter. The decline in wood
products prices from the first quarter's record levels more than offset the
improvement in prices for certain paper grades. However, overall results were
higher due to an increase in other (income) expense - net from last quarter,
which included net charges relating to discontinued operations and investments.
For the first six months, the company reported a loss before the cumulative
effect of an accounting change of $50 million and a per share loss of 69 cents,
compared to a loss before the cumulative effect of accounting changes of $5
million and a per share loss of 20 cents for the first six months of 1992.
Non-recurring net income of $29 million was recorded for the first six months of
1992, which added approximately 31 cents per share to results.
Paper Segment
The second quarter loss from operations of $36 million compared to losses
of $11 million a year ago and $52 million last quarter.
The domestic printing and writing papers business incurred a significant
operating loss for the quarter, down substantially from the slight operating
profit last year but improved from last quarter's operating loss. The decline
from last year was attributable primarily to lower prices. A price increase for
uncoated free sheet papers which went into effect late in the first quarter,
and additional price increases which took effect during the second quarter,
were principally responsible for the improvement over the first quarter.
Prices for coated freesheet papers declined during the quarter, however.
Scheduled maintenance outages occurred at three of the four domestic printing
and writing papers mills in the second quarter.
Operating income at the Brazilian subsidiary, Champion Papel e Celulose Ltda.,
was up from last year but down slightly from last quarter. The improvement from
last year was due to higher prices and increased pulp and paper production,
with several production records set during the quarter. However, prices
declined from last quarter. New capacity additions by various competitors in
Brazil are continuing to cause a decline in domestic prices. Reflecting weak
overall results at the company's U.S. operations, approximately 84% of the
company's operating income, before general corporate expense, was attributable
to the Brazilian subsidiary.
-6-
<PAGE>
Operating income for the publication papers business improved substantially from
the losses of a year ago and last quarter. Shipments were higher than last year
and last quarter, as production records were set at three of the four
publication papers mills during the quarter. Higher prices for most coated
paper grades and lower purchased pulp costs also contributed to the
improvement. Prices for uncoated groundwood papers declined during the quarter,
however. A price increase for coated groundwood grades became effective July
1. Maintenance outages are scheduled at three publication papers mills during
the third quarter.
The company's U.S. and Canadian market pulp operations incurred an operating
loss for the quarter, down significantly from the operating income of a year ago
and down slightly from last quarter's loss. Prices for most softwood and
hardwood pulp grades declined from last year and last quarter due to continuing
weak demand and excess industry capacity. Shipments also declined from last
year and last quarter. Scheduled maintenance outages occurred at certain of the
company's pulp mills in the second quarter and will occur at certain pulp mills
in the third quarter.
The company's newsprint business incurred a sizeable loss for the quarter.
Results improved from the operating loss of last year but declined from the
operating loss of last quarter. Newsprint prices were higher than last year and
last quarter due to a price increase which went into effect March 1. However,
newsprint shipments declined from last year's and last quarter's levels as the
result of reduced demand as well as scheduled maintenance outages during the
second quarter at the company's two newsprint mills. Newsprint prices declined
early in the third quarter.
Earnings for the packaging business were about even with last year and down from
last quarter. Prices for kraft paper and linerboard declined during the first
quarter and into the second quarter. Shipments were higher than last year but
lower than last quarter.
Wood Products Segment
The company's wood products segment, which includes the wood-related operations
of the Canadian subsidiary, Weldwood of Canada Limited, reported second quarter
income from operations of $65 million, up substanially from $36 million a year
ago but down from $94 million last quarter. In both the U.S.and Canada, prices
for lumber, studs and plywood were significantly higher than last year but lower
than the first quarter's record levels. Price increases in the first quarter
were due primarily to industry timber shortages in the U.S., as the result of
environmental considerations in the west and weather conditions in the south.
In addition, increased demand--caused in part by uncertainties regarding
supply--further impacted prices. However, a lower than anticipated increase in
housing starts and a buildup in inventory levels by customers during the first
quarter resulted in reduced demand and lower prices in the second quarter.
Financial Condition
General
The company's current ratio was 1.6 to 1 at June 30, 1993 as compared to 1.5 to
1 at March 31, 1993 and year-end 1992. Total debt to total capitalization was
45% at June 30, 1993 as compared to 44% at March 31, 1993 and 42% at year-end
1992.
As discussed below, in the first six months of 1993 and 1992, the company's net
cash provided by operating activities was not sufficient to meet the
requirements of its investing activities (principally capital expenditures) and
its financing activities (principally debt payments and cash dividends). Each
year the approximate difference was financed through borrowings and through cash
and cash equivalents. Net borrowings generated cash proceeds of $271 million in
the first six months of 1993, as compared to $152 million in the same period
last year. Cash and cash equivalents declined by $15 million in the first six
months of 1993 and by $67 million in the first six months of 1992.
Looking ahead, the company anticipates that net cash provided by operating
activities supplemented by the proceeds of any asset sales and by borrowings,
including borrowings under or supported by its bank lines of credit, will be
sufficient to meet the capital expenditure, debt payment and dividend
requirements of the company. The company's extensive capital improvement
program is nearing completion, with the remaining projects due to come on line
by the end of summer. After completing this program, the company plans to
reduce capital spending to levels required for routine capital replacements,
environmental compliance and incremental improvements.
-7-
<PAGE>
Operating Activities
For the first six months, net cash provided by operating activities of $64
million was down from $128 million a year ago principally due to the increase in
the net loss before the cumulative effect of accounting changes.
Investing Activities
For the first six months, net cash used in investing activities of $329 million
was up from $321 million a year ago. The increase was principally due to
reduced proceeds from asset sales and higher capital expenditures, partially
offset by lower net investments in marketable securities. The higher capital
expenditures were associated with the recent completion of the de-inking project
at the Sheldon, Texas mill, the construction of a new uncoated paper machine at
the Courtland, Alabama mill, the environmental improvement and modernization
project at the Canton, North Carolina mill and the construction of a sawmill in
Hinton, Alberta. The three ongoing projects are scheduled for completion by the
end of summer.
On July 19, 1993, the company announced the execution of a non-binding letter of
intent to sell approximately 870,000 acres of timberlands in Montana to Plum
Creek Timber Company, L.P. The sale of the timberlands is subject to the
simultaneous sale of the company's wood products facilities at Bonner and Libby,
Montana, to Stimson Lumber Company. Both transactions are subject to a number
of material conditions, including the execution of definitive purchase and sale
agreements. The company expects to complete the transactions before the end of
the year for an aggregate consideration of approximately $260 million.
The sawmill complex at Lumber City and Swainsboro, Georgia, remains for sale.
Financing Activities
For the first six months, net cash provided by financing activities of $250
million was up from $127 million a year ago, principally as the result of an
increase in net borrowings attributable to the additional capital expenditure
requirements and the decline in net cash provided by operating activities
described above.
At June 30, 1993, the company had $729 million of U.S. commercial paper and
other short-term obligations outstanding, all of which are classified as
long-term debt, up from $585 million at March 31, 1993 and $721 million at
year-end 1992. In addition, at June 30, 1993, the company had $164 million of
notes outstanding under its U.S. bank lines of credit, as compared to $175
million at March 31, 1993 and $178 million at year- end 1992. Domestically, at
June 30, 1993, $729 million of the company's unused bank lines of credit of $851
million support the classification of commercial paper and other short-term
obligations as long-term debt.
The annual principal payment requirements under the terms of all long-term debt
agreements for the period from July 1 through December 31, 1993 are $3 million
and for the years 1994 through 1997 are $255 million, $369 million, $986 million
and $263 million, respectively.
The company issued a $50 million medium-term note on May 7, 1993, and a $50
million medium-term note on June 24, 1993, both in private placements. The net
proceeds of the two issues were used to pay a portion of the company's
commercial paper and short-term notes at maturity.
The Environment
The company may incur capital expenditures, in addition to those set forth in
the company's Annual Report on Form 10-K for the fiscal year ended December 31,
1992, to meet the requirements of the Great Lakes Water Quality Agreement of
1978 and the Great Lakes Critical Programs Act of 1990. Pursuant thereto, in
April 1993, the United States Environmental Protection Agency issued proposed
guidance to the states regarding water quality standards for the waters of the
Great Lakes and their tributaries. The company is awaiting the issuance of
implementing regulations by the affected state environmental agencies in order
to determine the extent of any additional costs and the period over which they
will be incurred. As a result, the company is not yet in a position to provide
a meaningful estimate of such costs.
-8-
<PAGE>
The company was a defendant in a class action which originally sought $5 billion
in damages allegedly resulting from the purported discharge of hazardous
substances, including dioxin, from the company's Canton, North Carolina mill
into the Pigeon River. In October 1992, a mistrial was declared after the jury
was unable to reach a unanimous verdict. In May 1993, the court approved a
settlement of the action providing for the payment of $6.5 million by the
company. In June 1993, the court's approval of the settlement was appealed.
The company and many other corporations, municipalities and individuals are
defendants in three separate actions filed in Texas by numerous individuals.
Each of these actions seeks damages in excess of $5 billion, allegedly resulting
from the purported disposal of waste materials, including hazardous substances,
into the McGinnis Waste Disposal Site located at Hall's Bayou Ranch. The
company is vigorously defending each of the actions.
-9-
<PAGE>
PART II. OTHER INFORMATION
---------------------------
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 1. Legal Proceedings.
- ---------------------------
As most recently reported in the company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, on January 4, 1991, a class action was brought
against the company in state court in Tennessee. The class consisted of all
Tennessee residents who own or lease land around Douglas Lake or along the
Pigeon River. Subsequently, the case was transferred to the United States
District Court for the Eastern District of Tennessee. While the original
complaint sought $5 billion in compensatory and punitive damages, immediately
prior to trial the plaintiffs reduced their demand to $367.9 million. The
plaintiffs originally claimed damages for both personal injury and property
damage, but the personal injury claims were dismissed. The case proceeded to
trial on plaintiffs' theory that discharges of hazardous materials, including
dioxin, from the company's Canton, North Carolina mill had decreased property
values along the river and the lake. The trial began on September 14, 1992 and
ended in a mistrial on October 16, 1992, when the jury was unable to reach a
unanimous verdict. On February 3, 1993, the court preliminarily approved a
settlement of the action providing for a payment of $6.5 million by the
company. On May 3, 1993, the court gave final approval to the settlement. On
June 1, 1993, the court's approval of the settlement was appealed.
As most recently reported in the company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, on March 16, 1993, an action was brought in
the District Court of Galveston County, Texas, by several individuals against
the company and many other corporations, individuals and municipalities. The
action seeks at least $5 billion in compensatory and punitive damages for
personal injury, diminution in property value, nuisance, trespass, assault and
battery, and negligent infliction of emotional distress allegedly resulting
from the purported depositing of waste materials, including hazardous
substances, in the McGinnis Waste Disposal Site located at Hall's Bayou Ranch.
On May 4 and June 9, 1993, two other actions, each seeking at least $5 billion
in compensatory and punitive damages on substantially similar grounds, were
brought in the same court by numerous individuals against the company and many
other corporations, individuals and municipalities.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
(a) The Annual Meeting of Shareholders of the company was held on May
20, 1993.
(b) N/A
(c)(i) Four nominees were elected to the Board of Directors at the 1993
Annual Meeting.
Robert A. Charpie - 89,472,565 votes were cast in favor of his
election and 766,074 votes were withheld.
Alice F. Emerson - 89,405,415 votes were cast in favor of her
election and 833,224 votes were withheld.
Allan E. Gotlieb - 89,470,504 votes were cast in favor of his
election and 768,135 votes were withheld.
Kenwood C. Nichols - 89,456,649 votes were cast in favor of his
election and 781,990 votes were withheld.
(ii) The shareholders approved the appointment of Arthur Andersen & Co.
as the company's auditors for 1993. There were 89,927,179 votes
cast in favor of the proposal, 184,990 votes cast against the
proposal and 126,470 abstentions.
(iii)The shareholders approved a management proposal to amend the
company's 1986 Stock Option Plan. There were 77,403,726 votes
cast in favor of the proposal, 8,673,840 votes cast against the
proposal, 1,381,154 abstentions and 2,779,919 broker non-votes.
-10-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
(iv) The shareholders rejected a shareholder proposal concerning a non-
executive chairperson. There were 11,882,270 votes cast in favor
of the proposal, 70,640,912 votes cast against the proposal,
825,438 abstentions and 6,890,019 broker non-votes.
(d) N/A
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) See exhibit index following the signature page.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the undersigned on behalf of the registrant as duly
authorized officers thereof and in their capacities as the chief accounting
officers of the registrant.
Champion International Corporation
----------------------------------
(Registrant)
Date: January 26, 1994 John M. Nimons
- -------------------------------- ----------------------------------
(Signature)
John M. Nimons
Vice President and Controller
Date: January 26, 1994 Kenwood C. Nichols
- -------------------------------- ----------------------------------
(Signature)
Kenwood C. Nichols
Vice Chairman
-12-
<PAGE>
EXHIBIT INDEX
Each exhibit is listed according to the number assigned to it in
the Exhibit Table of Item 601 of Regulation S-K.
11 - Calculation of Primary Earnings Per Common Share and Fully
Diluted Earnings per Common Share (unaudited).
<PAGE>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES EXHIBIT 11
Calculation of Primary Earnings (Loss) Per Common Share and
Fully Diluted Earnings (Loss) Per Common Share (unaudited)
(in thousands, except per share)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
---------------------- --------------------
June 30, June 30,
---------------------- --------------------
1993 1992 1993 1992
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
Primary earnings
(loss) per
common share:
Net Income
(Loss) $(57,929) $(459,112) $(22,342) $ 2,006
Dividends on
Preference
Shares 13,875 13,875 6,938 6,938
-------- --------- -------- --------
Net Income
(Loss)
Applicable to
Common Stock $(71,804) $(472,987) $(29,280) $ (4,932)
======== ========= ======== ========
Average number of
common shares
outstanding 92,731 92,622 92,769 92,639
======== ========= ======== ========
Per share $ (.77) $ (5.10) $ (.31) $ (.05)
======== ========= ======== ========
Fully diluted earnings
(loss) per common share:
Net Income (Loss)
Applicable to Common
Stock $(71,804) $(472,987) $(29,280) $ (4,932)
Add income effect, assuming
conversion of dilutive
convertible securities --- --- --- ---
-------- --------- -------- --------
Net income (loss) on a
fully diluted basis
$(71,804) $(472,987) $(29,280) $ (4,932)
======== ========= ======== ========
Average number of common
shares outstanding 92,731 92,622 92,769 92,639
Add common share effect,
assuming conversion
of dilutive convertible
securities --- --- --- ---
-------- --------- -------- --------
Average number of common
shares outstanding on
a fully diluted basis 92,731 92,622 92,769 92,639
======== ========= ======== ========
Per share $ (.77) $ (5.10) $ (.31) $ (.05)
======== ========= ======== ========
</TABLE>
NOTE:
(1) The computation of fully diluted earnings per common share assumes
that the average number of common shares outstanding during the period is
increased by the conversion of securities having a dilutive effect, and that net
income applicable to common stock is increased by dividends and after-tax
interest on such securities.
