<PAGE>
REGISTRATION NO. 33-62819
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
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
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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)
COPIES TO:
ALAN G. STRAUS, ESQ. PATRICIA A. CERUZZI, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM SULLIVAN & CROMWELL
919 THIRD AVENUE 250 PARK AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10177
(212) 735-3000 (212) 558-4000
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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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1)(2) PER UNIT(3) OFFERING PRICE(3) FEE(2)
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<S> <C> <C> <C> <C>
Debt Securities........ $600,000,000(4) 100% $600,000,000 $206,896.56
</TABLE>
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(1) Or its equivalent in any other currency or composite currency.
(2) The initial filing of this Registration Statement on September 22, 1995
included $300,000,000 principal amount of the securities set forth above in
the amount to be registered, and a filing fee of $103,448.28 to register such
securities was paid at that time. An additional $300,000,000 principal amount
of securities is being registered under this Amendment and, accordingly, an
additional filing fee of $103,448.28 is being paid in connection with this
Amendment.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Plus such additional principal amount as may be necessary such that, if
Debt Securities are issued with an original issue discount, the aggregate
initial offering price of all debt securities will equal $600,000,000.
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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.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 16, 1995
CHAMPION INTERNATIONAL CORPORATION
DEBT SECURITIES
-----------
Champion International Corporation (the "Company") may offer and sell from
time to time up to $600,000,000 aggregate principal amount of its debt
securities, consisting of debentures, notes and/or other nonconvertible,
unsecured evidences of indebtedness (the "Debt Securities"). The Debt
Securities may be offered as separate series on terms to be determined at the
time of sale. The specified designation, aggregate principal amount,
denominations, maturity, premium, if any, rate (which may be fixed or variable)
and time of payment of any interest, terms for any redemption at the option of
the Company or the holder, terms for any sinking fund payments, initial public
offering price and other terms in connection with the offering and sale of the
Debt Securities in respect of which this Prospectus is being delivered are set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement").
Debt Securities may be denominated in United States dollars or, at the option
of the Company if so specified in the applicable Prospectus Supplement, in any
other currency or in composite currencies or in amounts determined by reference
to an index.
The Company may sell Debt Securities to or through underwriters, and also may
sell Debt Securities directly to other purchasers or through agents. See "Plan
of Distribution". Such underwriters may include Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Salomon Brothers Inc or another underwriter acting
alone or may be a group of underwriters represented by firms including Goldman,
Sachs & Co., J.P. Morgan Securities Inc. or Salomon Brothers Inc. The
accompanying Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased
by underwriters and the compensation, if any, of such underwriters or agents.
-----------
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 , 1995.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
WITH RESPECT TO PARTICULAR OFFERED DEBT SECURITIES (AS HEREINAFTER DEFINED),
THE PROSPECTUS SUPPLEMENT RELATING THERETO, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. NEITHER THIS PROSPECTUS NOR
ANY PROSPECTUS SUPPLEMENT CONSTITUTES 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 AND, WITH RESPECT TO PARTICULAR OFFERED DEBT
SECURITIES, THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THEREOF.
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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 "1933 Act"), with respect to the Debt Securities. 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
Debt Securities, 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 "1934 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, 1994 and the Company's Quarterly Reports on Form 10-Q for the three month
periods ended March 31, 1995, June 30, 1995 and September 30, 1995, which have
been filed by the Company under the 1934 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 1934 Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities 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 and 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.
2
<PAGE>
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 is a major
manufacturer of market pulp, plywood and lumber 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 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.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net proceeds from
the sale of the Debt Securities will be added to the Company's general
corporate funds and may be used to pay at maturity a portion of the Company's
commercial paper and short-term notes which are classified as long-term debt
for balance sheet purposes, to reduce or refinance long-term debt or for
general corporate purposes. Prior to such application, all or a portion of the
net proceeds may be invested in short-term investments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of earnings
to fixed charges for the periods shown.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, NINE MONTHS
----------------------------------------------------- ENDED
1990 1991 1992(1) 1993(2) 1994 SEPTEMBER 30, 1995
---- ---- ------- ------- ---- ------------------
<S> <C> <C> <C> <C> <C>
2.44 1.08 -- -- 1.29 5.76
</TABLE>
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(1) For the twelve month period ended December 31, 1992, fixed charges
exceeded earnings by $34.8 million.
(2) For the twelve month period ended December 31, 1993, fixed charges
exceeded earnings by $204 million.
For the purpose of these ratios, earnings have been determined by adding
fixed charges and income taxes to income from continuing operations and
deducting therefrom (i) undistributed income of affiliates which are not
wholly-owned and which are accounted for on an equity basis and (ii)
capitalized interest. Fixed charges consist of (i) interest on indebtedness,
including capitalized interest and amortization of debt discount and premium;
(ii) the estimated portion of rent expense which approximates an interest
factor; and (iii) preferred stock dividend requirements of a consolidated
subsidiary.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") will be
described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Debt Securities are to be issued under an Indenture (the "Indenture"),
dated as of May 1, 1992, between the Company and Chemical Bank, a corporation
organized under the laws of the State of New York, as Trustee (the "Trustee").
A copy of the form of Indenture is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Debt Securities
and the Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the
Indenture, including the definitions therein of certain terms. Whenever
particular provisions or defined terms in the Indenture are referred to, such
provisions or defined terms are incorporated herein by reference. Section
references used herein are references to the Indenture. Capitalized terms not
otherwise defined herein shall have the meaning given to them in the Indenture.
3
<PAGE>
GENERAL
The Debt Securities will be nonconvertible, unsecured obligations of the
Company.
The Debt Securities of any series may be issued in definitive form or, if
provided in the Prospectus Supplement relating thereto, may be represented in
whole or in part by a Global Security or Securities, registered in the name of
a Depositary designated by the Company. Each Debt Security represented by a
Global Security is referred to herein as a "Book-Entry Security".
The Indenture does not limit the amount of Debt Securities that may be issued
thereunder and provides that Debt Securities may be issued thereunder from time
to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
the Offered Debt Securities: (i) the title of the Offered Debt Securities; (ii)
any limit upon the aggregate principal amount of the Offered Debt Securities;
(iii) the date or dates on which the principal of the Offered Debt Securities
is payable; (iv) the rate or rates (which may be fixed or variable) per annum
at which the Offered Debt Securities will bear interest, if any, the date or
dates from which such interest will accrue, or the method by which such date or
dates shall be determined, the date on which payment of such interest will
commence, the Interest Payment Dates on which such interest will be payable and
the Regular Record Date for the interest payable on any Interest Payment Date;
(v) the place or places where the principal of, premium, if any, and interest
on the Offered Debt Securities will be payable; (vi) the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Debt Securities will, pursuant to any mandatory sinking fund
provisions, or may, pursuant to any optional sinking fund provisions, be
redeemed in whole or in part by the Company; (vii) the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Offered Debt Securities may be repaid, in whole or in part, at the option of
the Holder thereof; (viii) the right, if any, of the Company to issue Offered
Debt Securities in lieu of Offered Debt Securities theretofore redeemed or
repaid; (ix) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Offered Debt Securities will be
issuable; (x) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (xi) the currency of
payment of principal of and premium, if any, and interest on the Offered Debt
Securities; (xii) any index used to determine the amount of payments of
principal of and premium, if any, and interest on the Offered Debt Securities;
(xiii) whether the Offered Debt Securities will be issued in whole or in part
in the form of one or more Global Securities and, in such case, the Depositary
for such Global Securities; and (xiv) any other terms of the Offered Debt
Securities. (Section 301)
Unless otherwise provided in a Prospectus Supplement and except with respect
to Book-Entry Securities, principal, premium, if any, and interest, if any,
will be payable, and the Debt Securities will be transferable, at the office or
agency of the Company maintained for such purposes in the Borough of Manhattan,
The City of New York, which will be the office of the Trustee, at 450 West 33rd
Street, New York, New York 10001, or at such other places in the Borough of
Manhattan, The City of New York, as the Company may designate. Unless other
arrangements are made, interest will be paid by checks mailed to the Holders at
their addresses as they appear in the Security Register. (Sections 202, 305 and
1002) For a description of payments of principal of, premium, if any, and
interest on, and transfer of, Book-Entry Securities, and exchanges of Global
Securities representing Book-Entry Securities, see "Book-Entry Securities".
Any request, demand, authorization, direction, notice, consent, waiver or Act
of Holders may be given in writing to the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department,450 West 33rd Street, New York,
New York 10001 or at any Place of Payment. (Section 105)
Unless otherwise indicated in the Prospectus Supplement relating thereto and
except with respect to Book-Entry Securities, the Debt Securities will be
issued only in fully registered form, without coupons, in denominations of
$1,000 and any integral multiple thereof. (Section 302) No service charge will
be made for any registration of transfer or exchange of the Debt Securities,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith. (Section 305)
4
<PAGE>
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities and to
any other securities which are issued with original issue discount for federal
income tax purposes will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the maturity thereof upon the occurrence of
an Event of Default and the continuation thereof. (Section 101)
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indenture and the Debt Securities would not necessarily afford
Holders of the Debt Securities protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect Holders.
RESTRICTIONS ON SECURED DEBT
The Company covenants in the Indenture that it will not, nor will it permit
any United States Subsidiary to, create, assume or incur any Lien (except any
existing on the date of the Indenture) upon any of its or their Principal
Properties, whether owned at such date or thereafter acquired, as security for
any indebtedness without making effective provision, and the Company covenants
in the Indenture that in any such case effective provision will be made,
whereby the Debt Securities shall be secured equally and ratably with (or prior
to) any and all other obligations and indebtedness thereby secured; provided,
however, that the foregoing restriction shall not apply to: (a) Liens upon any
property or assets owned by any Subsidiary when it became a Subsidiary; (b)
Liens upon any property acquired after the date of the Indenture, securing the
purchase price thereof or created or incurred simultaneously with (or within
180 days after) such acquisition to finance the acquisition of such property or
existing on such property at the time of such acquisition, or Liens on
improvements made after such date, in each case subject to certain conditions
and provided that the principal amount of the obligation or indebtedness
secured by such Lien shall not exceed 100% of the cost or fair value (as
determined in good faith by the Board of Directors), whichever shall be lower,
of the property or improvements at the time of the acquisition or completion
thereof; (c) certain renewals, extensions or replacements of the Liens referred
to in clauses (a) and (b); (d) certain tax Liens or governmental charges and
materialmen's, mechanics', landlords' or other like Liens arising in the
ordinary course of business and securing obligations not overdue or which shall
be contested in good faith; (e) certain pledges or deposits; (f) any lease; (g)
Liens on, and created or arising solely in connection with the tax-exempt
financing of, certain facilities; (h) easements or similar encumbrances, the
existence of which do not impair the use of the property subject thereto for
the purposes for which it is held or was acquired; and (i) Liens arising out of
any final judgment for the payment of money aggregating not in excess of
$10,000,000 or Liens arising out of any judgments which are being contested in
good faith. Certain of the Company's subsidiaries, including its Canadian and
Brazilian subsidiaries, are not subject to the foregoing restriction.
Notwithstanding the above, the Company or any United States Subsidiary may
create, assume or incur any Lien that would otherwise be subject to the
foregoing restriction, provided that at no time shall the aggregate amount of
all outstanding obligations and indebtedness secured by Liens that would
otherwise be prohibited by the above, plus the aggregate amount of Attributable
Debt in respect of sale and leaseback transactions described in the next
succeeding paragraph (other than any such transactions to the extent that the
cash portion of the net proceeds of the sale of such property shall have been
applied in compliance with clause (b) of the following paragraph), exceed 10%
of Consolidated Net Tangible Assets at the end of the next preceding fiscal
year of the Company. (Section 1007)
RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS
The Company covenants in the Indenture that it will not, and will not permit
any United States Subsidiary to, directly or indirectly, sell or transfer
(other than to the Company or a United States Subsidiary) any Principal
Property (other than property sold or transferred to an industrial development
corporation or governmental instrumentality in connection with a revenue or
pollution control financing)
5
<PAGE>
owned on the date of the Indenture or thereafter acquired with the intention
that the Company or any United States Subsidiary shall take back a lease
thereof (other than a lease for a term of not more than three years or a lease
entered into solely for tax purposes) unless (a) the net proceeds of such sale
shall at least be equal to the fair value (as determined in good faith by the
Board of Directors) of such Principal Property, and either (b) an amount equal
to the cash portion of the net proceeds of such sale shall be applied within
180 days either before or after the effective date of any such transaction (i)
to the retirement of Funded Indebtedness (other than any thereof owed to the
Company or any Subsidiary) or (ii) to the retirement of Debt Securities or
(iii) to the purchase of property, facilities or equipment (other than the
property, facilities or equipment involved in such sale) having a value at
least equal to the cash portion of the net proceeds of such sale or (c) the
property, facilities or equipment involved in such sale could have been
subjected to a Lien to secure indebtedness in a principal amount equal to the
aggregate amount of Attributable Debt in respect of such sale without equally
and ratably securing the Debt Securities pursuant to the preceding paragraph.
Certain of the Company's subsidiaries, including its Canadian and Brazilian
subsidiaries, are not subject to the foregoing restriction. (Section 1008)
RESTRICTIONS ON TRANSFER OF PRINCIPAL PROPERTIES
The Company covenants in the Indenture that it will not, and will not permit
any United States Subsidiary to, transfer (whether by merger, consolidation or
otherwise) any Principal Property to any Subsidiary other than a United States
Subsidiary unless the Company or such United States Subsidiary receives fair
value therefor (as determined in good faith by the Board of Directors) or
unless within 120 days of the effective date of such transfer Funded
Indebtedness of the Company or a United States Subsidiary, which by its terms
is not subordinated to the Debt Securities and is in a principal amount equal
to such fair value, is retired (other than any mandatory retirement). Certain
of the Company's subsidiaries, including its Canadian and Brazilian
subsidiaries, are not subject to the foregoing restriction. (Section 1009)
CERTAIN DEFINITIONS
"Attributable Debt" means, as to any particular lease entered into after the
date of the Indenture under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the total net amount
of rent required to be paid by such Person under such lease during the
remaining term thereof, discounted to present values as of such time in
accordance with generally accepted accounting principles from the respective
due dates thereof to such date.
"Consolidated Net Tangible Assets" means the total amount of assets of the
Company and its consolidated Subsidiaries (less applicable reserves) after
deducting therefrom: (a) all current liabilities of the Company and its
consolidated Subsidiaries and (b) goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, such assets
and exclusions and deductions therefrom to be in such amounts, if any, as would
appear on a consolidated balance sheet of the Company and its consolidated
Subsidiaries as of the date of computation, prepared in accordance with
generally accepted accounting principles applied on a consistent basis.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind.
"Principal Property" means (a) any building, structure or other facility used
primarily for manufacturing and located in the United States (other than
facilities financed with tax-exempt bonds), in each case the net book value of
which on the date as of which the determination is being made shall exceed 1%
of Consolidated Net Tangible Assets, and (b) any timberlands in the United
States owned in fee or under contract for the purchase of the fee by the
Company or any United States Subsidiary other than such timberlands in the
aggregate not exceeding 10% of the timberlands acreage in the United States
owned in fee or under contract for the purchase of the fee by the Company or
any United States Subsidiary on the date as of which any determination shall be
made; provided, however, that the term "Principal Property" shall not include
any timberlands, buildings, structures, facilities or any portion of any of the
foregoing which, in the opinion of the Board of Directors of the Company, shall
not be of material importance to the total business conducted by the Company
and its Subsidiaries taken
6
<PAGE>
as an entirety; and provided, further, that the term "Principal Property" shall
not include any timberlands designated by the Board of Directors as being held
primarily for development and/or sale, or any timberlands held for the
exploitation of minerals or mineral rights.
"United States Subsidiary" means any Subsidiary other than a Subsidiary
which: (a) is not organized under the laws of the United States or any state
thereof and does not regularly maintain more than 50% of its operating assets
within the continental limits of the United States; (b) is principally engaged
in the business of financing; (c) is principally engaged in the business of
owning, buying, selling, leasing, dealing in or developing real property; or
(d) is principally engaged in exporting goods or merchandise from or importing
goods or merchandise into the United States. (Section 101)
MERGERS AND SALES OF ASSETS BY THE COMPANY
The Company may not consolidate with or merge into any other corporation or
transfer its properties and assets substantially as an entirety to any Person
unless (a) the corporation formed by such consolidation or into which the
Company is merged or the Person to which the properties and assets of the
Company are so transferred shall be a corporation organized and existing under
the laws of the United States, any State thereof or the District of Columbia
and shall expressly assume the payment of the principal of (and premium, if
any) and interest on the Debt Securities and the performance of the other
covenants of the Company under the Indenture, (b) immediately after giving
effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
occurred and be continuing, (c) such surviving corporation or such Person, as
the case may be, shall not immediately thereafter have outstanding indebtedness
secured by any Lien not permitted by the Indenture or shall have secured the
Debt Securities equally and ratably with (or prior to) any indebtedness secured
thereby, and (d) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance or transfer and any supplemental indenture comply with the
Indenture and the conditions precedent therein relating to any such transaction
have been complied with. (Section 801)
The Company may not lease its properties and assets substantially as an
entirety to any Person. (Section 803)
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events: (i) default for 30 days in
any payment of interest on any Debt Security of such series; (ii) default in
the payment of principal of, premium, if any, on any Debt Security of such
series when due; (iii) default in the deposit of any sinking fund payment with
respect to any Debt Security of such series when due; (iv) default, for 60 days
after appropriate notice, in performance of any other covenant or warranty in
the Indenture (other than a covenant or warranty included in the Indenture
solely for the benefit of series of Debt Securities other than that series);
(v) certain events of bankruptcy, insolvency or reorganization; or (vi) any
other Event of Default provided with respect to Debt Securities of that series.
In case an Event of Default shall occur and be continuing with respect to any
series of Debt Securities, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of that series may declare
the principal amount of such series (or, if the Debt Securities of that series
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms of that series) to be due and payable immediately. Any
Event of Default with respect to a particular series of Debt Securities may be
waived by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of such series, except in the event of a failure to
pay principal of, premium, if any, or interest on such Debt Security or in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security
of each series affected by such modification or covenant. Upon receipt by the
Trustee of any notice pursuant to (iv) above with respect to the Debt
Securities of a series all or part of which is represented by a Book-Entry
Security, the Trustee shall establish a record date for determining Holders of
Outstanding Debt Securities of such series entitled to join in such notice,
which record date shall be at the close of business on the day the Trustee
receives such notice. (Sections 501, 502 and 513)
7
<PAGE>
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture requires the Company to file annually with the Trustee an
officers' certificate as to the absence of defaults under the terms of the
Indenture. (Section 1011) The Indenture provides that the Trustee may withhold
notice to the Holders of the Debt Securities of any default (except in payment
of principal or premium, if any, or interest or any sinking fund instalment) if
it considers such to be in the interest of the Holders of the Debt Securities.
(Section 602)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the
Indenture provides that the Trustee shall be under no obligation to exercise
any of its rights or powers under the Indenture at the request, order or
direction of the Holders of the Debt Securities unless such Holders shall have
offered to the Trustee reasonable indemnity. (Sections 601 and 603) Subject to
such provisions for indemnification and certain other rights of the Trustee,
the Indenture provides that the Holders of a majority in principal amount of
the Outstanding Debt Securities of any series affected shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Debt Securities of such series. In the case of
Book-Entry Securities, the Indenture requires the Trustee to establish a record
date for purposes of determining which Holders are entitled to join in such
direction. (Sections 512 and 603)
No Holder of any Debt Security of any series will have the right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless (i) such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to Debt Securities of that
series, (ii) the Holders of at least 25% in principal amount of the Outstanding
Debt Securities of that series shall have made written request to the Trustee
to institute such proceeding as Trustee, (iii) such Holder or Holders shall
have offered to the Trustee reasonable indemnity, (iv) the Trustee shall have
failed to institute such proceeding within 60 days, and (v) the Trustee shall
not have received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of that series a direction inconsistent with
such request. (Section 507) However, the Holder of any Debt Security will have
an absolute right to receive payment of the principal of and premium (if any)
and interest on such Debt Security on or after the due dates expressed in such
Debt Security and to institute suit for the enforcement of any such payment.
(Section 508)
MODIFICATION AND WAIVER
Certain modifications and amendments of the Indenture may be made by the
Company and the Trustee only with the consent of the Holders of not less than
66 2/3% in principal amount of the Outstanding Debt Securities of each series
affected by the modification or amendment, provided that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby: (i) change the Stated Maturity of the principal of,
or any instalment of principal of or interest on, any such Debt Security; (ii)
reduce the principal amount of, or the premium, if any, or the interest on, any
such Debt Security (including in the case of an Original Issue Discount
Security the amount payable upon acceleration of the maturity thereof); (iii)
change the place of payment where, or the coin or currency in which, any
principal of (and premium, if any) and interest on, any such Debt Security is
payable; (iv) impair the right to institute suit for the enforcement of any
such payment on or with respect to any such Debt Security; (v) reduce the
above-stated percentage of Outstanding Debt Securities of any series the
consent of the Holders of which is necessary to modify or amend the Indenture;
or (vi) modify the foregoing requirements or reduce the percentage of aggregate
principal amount of Outstanding Debt Securities of any series necessary for
waiver of compliance with certain provisions of the Indenture or for waiver of
certain defaults. The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
modification or amendment to the Indenture. (Section 902)
The Holders of not less than 66 2/3% in principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is
8
<PAGE>
concerned, compliance by the Company with certain restrictive provisions of the
Indenture. The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to waive compliance with
any covenant or condition under the Indenture. (Section 1012) The Holders of a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all Debt Securities of that series
waive any past default under the Indenture with respect to that series, except
a default in the payment of the principal of, premium, if any, or interest on
any Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected. (Section 513)
DEFEASANCE OF OFFERED DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCES
Satisfaction and Discharge. Upon the request of the Company, the Indenture
will cease to be of further effect (except for certain obligations to register
the transfer or exchange of Debt Securities, rights of Holders to receive pay-
ments of principal, premium, if any, and interest on the Debt Securities, any
other rights of such Holders with respect to amounts deposited with the Trustee
in accordance with this paragraph, and the obligations of the Company to the
Trustee and any Authenticating Agent), if, among other things, (i) all Out-
standing Debt Securities (other than Debt Securities which have been destroyed,
lost or stolen and which have been replaced or paid and Debt Securities for
whose payment money has been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust) have been delivered to the Trustee for cancellation; or (ii) all such
Debt Securities not delivered to the Trustee for cancellation (A) have become
due and payable, or (B) will become due and payable at their Stated Maturity
within one year, or (C) are to be called for redemption within one year, or
(D) are deemed paid and discharged pursuant to the following paragraph, as ap-
plicable, and the Company, in the case of (A), (B) or (C) above, has deposited
or caused to be deposited with the Trustee in trust for such purpose an amount
of money, or in the case of (B) or (C) above and if no Debt Securities of any
series Outstanding are subject to repayment at the option of Holders, (I) U.S.
Government Obligations which through the payment of interest and principal in
respect thereof in accordance with their terms will provide not later than one
day before the Stated Maturity or Redemption Date, as the case may be, money in
an amount, or (II) a combination of money or U.S. Government Obligations as
provided in (I) above, in each case sufficient to pay and discharge the entire
indebtedness on such Debt Securities, for principal, premium, if any, and in-
terest to the date of such deposit (in the case of Debt Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be. (Section 401)
Defeasance and Discharge. The Indenture provides that the Company will be
discharged from any and all obligations in respect of the Debt Securities of
any series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and hold moneys for
payment in trust) on the 91st day after the date of deposit with the Trustee,
in trust, of money and/or U.S. Government Obligations, which through the
payment of interest and principal in respect thereof in accordance with their
terms will provide money, in an amount sufficient to pay each instalment of
principal, premium, if any, and interest on and any mandatory sinking fund
payments in respect of the Debt Securities of such series on the Stated
Maturity of such payments, or until a Redemption Date designated by the
Company, in accordance with the terms of the Indenture and such Debt
Securities. Such discharge may only occur if, among other things, (i) the
Company has received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that Holders of the Debt
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, defeasance
and discharge had not occurred, and (ii) such deposit, defeasance and discharge
will not cause any Debt Securities of such series then listed on the New York
Stock Exchange or other securities exchange to be delisted. (Section 403)
The Indenture provides that the Company may effect a discharge of the Debt
Securities of any series and the Indenture notwithstanding any prior defeasance
of certain of the Company's obligations under the Indenture in accordance with
the following paragraph. (Section 403)
9
<PAGE>
Defeasance of Certain Covenants. The Indenture provides that with respect to
any series of Debt Securities the Company may elect to omit to comply with the
restrictive covenants of the Indenture described herein under "Restrictions on
Secured Debt", "Restrictions on Sale and Leaseback Transactions" and
"Restrictions on Transfer of Principal Properties" if the Company deposits with
the Trustee, in trust, money and/or U.S. Government Obligations, which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide money, in an amount sufficient to pay each instalment
of principal, premium, if any, and interest on and any mandatory sinking fund
payments in respect of the Debt Securities of such series on the Stated
Maturity of such payments, or until a Redemption Date designated by the
Company, in accordance with the terms of the Indenture and such Debt
Securities. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an Opinion of Counsel (who may be an
employee of or counsel for the Company) to the effect that the Holders of the
Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and defeasance of
certain covenants and will be subject to federal income tax on the same amount
and in the same manner and at the same times, as would have been the case if
such deposit and defeasance had not occurred. (Section 1010)
Defeasance and Events of Default. In the event the Company omits to comply
with certain covenants of the Indenture with respect to any series of Debt
Securities as described above and the Debt Securities of such series are
declared due and payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations on deposit with the Trustee
will be sufficient to pay amounts due on the Debt Securities of such series at
the time of their Stated Maturity, or until a Redemption Date designated by the
Company, but may not be sufficient to pay amounts due on the Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
The Prospectus Supplement may describe any modifications to the provisions
described above, with respect to the Debt Securities or a particular series
thereof.
BOOK-ENTRY SECURITIES
The following description of Book-Entry Securities will apply to any series
of Debt Securities issued in whole or in part in the form of a Global Security
or Securities except as otherwise provided in the Prospectus Supplement
relating thereto.
Upon issuance, all Book-Entry Securities of like tenor and having the same
date of original issue will be represented by a single Global Security. Each
Global Security representing Book-Entry Securities will be deposited with, or
on behalf of, the Depositary, which will be a clearing agent registered under
the 1934 Act. The Global Security will be registered in the name of the
Depositary or a nominee of the Depositary which will be identified in the
Prospectus Supplement.
Ownership of beneficial interest in a Global Security representing Book-Entry
Securities will be limited to institutions that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. In addition, ownership of beneficial interests by
participants in such a Global Security will only be evidenced by, and the
transfer of that ownership interest will only be effected through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interest in such a Global Security by persons that hold through
participants will only be evidenced by, and the transfer of that ownership
interest within such participant will only be effected through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such laws may impair this ability to transfer beneficial
interests in such a Global Security.
Payment of principal of, premium, if any, and interest on Book-Entry
Securities represented by any Global Security registered in the name of or held
by the Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owners and Holder of the Global Security
representing such Book-Entry Securities. None of the Company, the Trustee or
any agent of
10
<PAGE>
the Company or the Trustee will have any responsibility or liability for any
aspect of the Depositary's records or any participant's records relating to or
payments made on account of beneficial ownership interests in a Global Security
representing such Book-Entry Securities or for maintaining, supervising or
reviewing any of the Depositary's records or any participant's records relating
to such beneficial ownership interests. Payments by participants to owners of
beneficial interests in a Global Security held through such participants will
be governed by the Depositary's procedures, as is now the case with securities
held for the accounts of customers registered in "street name," and will be the
sole responsibility of such participants.
No Global Security described above may be transferred except as a whole by
the Depositary for such Global Security to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.
A Global Security representing Book-Entry Securities is exchangeable for
definitive Debt Securities in registered form, of like tenor and of an equal
aggregate principal amount, only if (a) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the 1934 Act, (b) the Company in its sole discretion
determines that such Global Security shall be exchangeable for definitive Debt
Securities in registered form or (c) there shall have occurred and be
continuing an Event of Default with respect to the Debt Securities. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable in whole for definitive Debt Securities in registered form, of
like tenor and of an equal aggregate principal amount, and, unless otherwise
specified in the Prospectus Supplement relating thereto, in denominations of
$1,000 and integral multiples thereof. Such definitive Debt Securities shall be
registered in the name or names of such person or persons as the Depositary
shall instruct the Trustee. It is expected that such instructions may be based
upon directions received by the Depositary from its participants with respect
to ownership of beneficial interests in such Global Security.
Except as provided above, owners of beneficial interests in such Global
Security will not be entitled to receive physical delivery of Debt Securities
in definitive form and will not be considered the Holders thereof for any
purpose under the Indenture, and no Global Security representing Book-Entry
Securities shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of the Depositary or its
nominee. Accordingly, each person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a Holder under the
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or an owner of a
beneficial interest in such Global Security desires to give or take any action
that a Holder is entitled to give or take under the Indenture, the Depositary
would authorize the participants holding the relevant beneficial interests to
give or take such action, and such participants would authorize beneficial
owners owning through such participant to give or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
CERTAIN INFORMATION REGARDING THE TRUSTEE
The Trustee and its affiliates provide credit to the Company and its
subsidiaries from time to time. The largest amount of borrowings by the Company
and its subsidiaries from the Trustee and its affiliates outstanding at any
time during 1994 was $19,000,000. In addition, commercial paper issued by a
subsidiary of the Company, the largest amount of which outstanding at any time
during 1994 was $19,000,000, was secured by a letter of credit issued by an
affiliate of the Trustee. The Trustee acts as trustee under two indentures
relating to tax-exempt financings of the Company. Also, two members of the
Company's Board of Directors serve as members of the board of directors of the
Trustee's parent corporation and the Trustee; one of these individuals is the
Chairman and Chief Executive Officer of the Company and the other is the
Chairman and Chief Executive Officer of the Trustee's parent corporation and
the Trustee. Additionally, affiliates of the Trustee provide other banking
services to the Company and its subsidiaries, including pension fund investment
management and cash management
11
<PAGE>
services. The Company anticipates that it and its subsidiaries will continue to
conduct banking transactions with, and utilize other banking services of, the
Trustee and affiliates of the Trustee in the normal course of their business.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters and also may
sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co., J.P. Morgan Securities Inc. and
Salomon Brothers Inc or another underwriter acting alone or may be a group of
underwriters represented by firms including one or more of Goldman, Sachs &
Co., J.P. Morgan Securities Inc. and Salomon Brothers Inc. Unless otherwise
indicated in the Prospectus Supplement, any underwriters will be obligated to
purchase all of the Offered Debt Securities if any are purchased. Only
underwriters named in each Prospectus Supplement are deemed to be underwriters
in connection with the Debt Securities offered thereby.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sales of Debt Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Debt Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be underwriters, and
any discounts or commissions received by them and any profit on the resale of
Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the 1933 Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the 1933 Act, or to contribution with respect to
payments which the underwriters, dealers or agents may be required to make in
respect thereof.
Goldman, Sachs & Co. has acted as financial advisor to the Company and has
performed services in connection with the underwriting and sale of securities
on behalf of the Company for which it has received fees. The Company
anticipates that Goldman, Sachs & Co. will provide similar services in the
future. John L. Weinberg, a director of the Company and a member of the
Committee on Board Affairs and the Compensation and Stock Option Committee of
the Company's Board of Directors, was Senior Partner of The Goldman Sachs
Group, L.P. and its principal affiliate Goldman, Sachs & Co., until November
30, 1990, when he retired as a general partner and became Senior Chairman of
The Goldman Sachs Group, L.P. In July 1991, Mr. Weinberg became Senior Chairman
of Goldman, Sachs & Co.
VALIDITY OF DEBT SECURITIES
Unless otherwise specified in a Prospectus Supplement, the validity of the
Debt Securities will be passed upon for the Company by Lawrence A. Fox, Esq.,
Vice President and Secretary of the Company, and, if sold to or through
underwriters, by Sullivan & Cromwell, New York, New York. Mr. Fox holds options
to acquire 9,050 shares of the Company's Common Stock and, as of October 31,
1995, 2,326 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 LLP, 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.
12
<PAGE>
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 by the
Registrant in connection with the issuance and distribution of the Debt
Securities, other than underwriting discounts and commissions. All the amounts
shown are estimates for the Debt Securities, except for the Securities and
Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $206,896.56
"Blue Sky" fees and expenses................................. 25,000.00
Printing and engraving fees and expenses..................... 75,000.00
Legal fees and expenses...................................... 30,000.00
Accounting fees and expenses................................. 75,000.00
Trustee fees and expenses.................................... 10,000.00
Miscellaneous................................................ 10,000.00
-----------
Total.................................................... $431,896.56
-----------
</TABLE>
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.
<TABLE>
<C> <S>
1.1 --Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 to the Registration Statement on Form S-3 of Champion
International Corporation (Registration No. 33-51217))
1.2 --Form of Distribution Agreement (incorporated by reference to Exhibit
1.2 to the Registration Statement on Form S-3 of Champion
International Corporation (Registration No. 33-51217))
4.1 --Form of Indenture by and between the Company and Chemical Bank, as
Trustee (incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 of Champion International Corporation
(Registration No. 33-47959))
4.2 --Form of Debt Securities (included in Exhibit 4.1)
5 --Opinion of Lawrence A. Fox, Esq., Vice President and Secretary of
the Registrant, as to the validity of the Debt Securities
12 --Computation of Ratios of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Current Report on Form 8-K dated
November 7, 1995 of Champion International Corporation)
23 --Consent of Arthur Andersen LLP
*24 --Power of Attorney
*25 --Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Chemical Bank
</TABLE>
* Filed on September 22, 1995 with the initial filing of this Registration
Statement.
II-1
<PAGE>
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 thereof) 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.
II-2
<PAGE>
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 AMENDMENT TO THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF STAMFORD, STATE OF CONNECTICUT, ON NOVEMBER 16,
1995.
Champion International Corporation
/s/ Lawrence A. Fox
By: ________________________________
(LAWRENCE A. FOX) VICE PRESIDENT
AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
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, Chief November 16,
Executive Officer, 1995
and Director
(Principal
Executive Officer)
*
- -------------------------------------
(ANDREW C. SIGLER)
Vice Chairman and
Director (Principal November 16,
Accounting Officer) 1995
*
- -------------------------------------
(KENWOOD C. NICHOLS)
Senior Vice
President--Finance November 16,
(Principal 1995
Financial Officer)
*
- -------------------------------------
(FRANK KNEISEL)
Director
- -------------------------------------
(LAWRENCE A. BOSSIDY)
* Director
- ------------------------------------- November 16,
(ROBERT A. CHARPIE) 1995
* Director
- ------------------------------------- November 16,
(ALICE F. EMERSON) 1995
Director
- -------------------------------------
(ALLAN E. GOTLIEB)
* Director
- ------------------------------------- November 16,
(L. C. HEIST) 1995
II-3
<PAGE>
SIGNATURE TITLE DATE
* Director
- ------------------------------------- November 16,
(SYBIL C. MOBLEY) 1995
* Director
- ------------------------------------- November 16,
(LAWRENCE G. RAWL) 1995
* Director
- ------------------------------------- November 16,
(WALTER V. SHIPLEY) 1995
* Director
- ------------------------------------- November 16,
(JAMES S. TISCH) 1995
* Director
- ------------------------------------- November 16,
(RICHARD E. WALTON) 1995
* Director
- ------------------------------------- November 16,
(JOHN L. WEINBERG) 1995
/s/ Lawrence A. Fox
*By: ________________________________
(LAWRENCE A. FOX)
A Power of Attorney authorizing Lawrence A. Fox, Marvin H. Ginsky and Andrew
C. Sigler and each of them to sign the Registration Statement and all
amendments thereto as attorneys for directors and officers of the Registrant
was filed with the Securities and Exchange Commission as Exhibit 24 to the
Registration Statement.
II-4
<PAGE>
EXHIBIT 5
CHAMPION INTERNATIONAL CORPORATION
ONE CHAMPION PLAZA
STAMFORD, CT 06921
November 16, 1995
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 Amendment No. 1 (the "Amendment")
to its Registration Statement on Form S-3 (Registration No. 33-62819) (the
"Registration Statement"), which Amendment is being filed today with the
Securities and Exchange Commission. The Registration Statement, as amended by
the Amendment, relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of $600,000,000 aggregate principal amount of the Company's
debt securities (the "Debt Securities"). The Debt Securities are to be issued
pursuant to an Indenture, dated as of May 1, 1992, entered into between the
Company and Chemical Bank, as trustee (the "Indenture").
I am a member of the Bar of the State of New York and express no opinion as
to the laws, including without limitation laws relating to choice of law, 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 being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
I have examined (i) the Registration Statement; (ii) the Amendment; (iii)
the Indenture; (iv) certain forms of the Debt Securities; (v) the Certificate of
Incorporation, as amended, of the Company; (vi) the By-Laws, as amended, of the
Company; and (vii) the resolutions adopted by the Board of Directors of the
Company relating to the issuance of the Debt Securities, authorizing a committee
of the Board of Directors or certain officers of the Company to determine the
final terms of the Debt Securities and approving the Indenture. I have also
examined originals or photocopies or certified copies of such
<PAGE>
November 16, 1995
Page 2
corporate records of the Company and its subsidiaries and such other agreements,
instruments, certificates and representations of public officials, officers and
representatives of the Company and its subsidiaries, as I have deemed necessary
or appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to original documents of all
documents submitted to me as certified copies or photocopies. In making my
examination of documents executed by the parties other than the Company, I have
assumed that such parties had the power, corporate and otherwise, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate and otherwise, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof. As to questions of fact material to the opinions expressed
herein which were not independently established or verified, I have relied upon
oral or written statements and representations of officers and other
representatives of the Company.
In rendering such opinions, I also have assumed that (i) prior to the
offering and sale of Debt Securities, the committee of the Board of Directors,
or one of the officers of the Company, duly authorized by the Board of Directors
will determine by proper corporate action the terms of the Debt Securities and
the prices at which the Debt Securities are to be issued and sold pursuant to
the terms of the Indenture, (ii) at the time of the offering and sale of Debt
Securities, the Registration Statement, as amended by the Amendment, will be
effective and all necessary authorizations, approvals and licenses under the
"Blue Sky" and securities laws of the various states will be in effect, and
(iii) the denomination of Debt Securities in a currency other than United States
dollars will not contravene the exchange control laws of the jurisdiction the
currency of which the Debt Securities are denominated.
Based upon and subject to the foregoing and having regard for legal
considerations I deem relevant, I am of the opinion that:
1. The Indenture has been duly authorized, executed and delivered by the
Company and constitutes the valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (c) requirements that a claim with respect to
any Debt Securities denominated other than in United States dollars (or a
foreign currency or foreign currency unit judgment in respect of such
<PAGE>
November 16, 1995
Page 3
claim) be converted into United States dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law, and (d) the governmental
authority to limit, delay or prohibit the making of payments in foreign currency
or foreign currency units or payments outside the United States.
2. The Debt Securities, when duly executed by the Company and
authenticated by the Trustee in accordance with the Indenture and paid for by
the purchasers thereof, will be valid and binding obligations of the Company
entitled to the benefit of the Indenture and enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally, (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity), (c)
requirements that a claim with respect to any Debt Securities denominated other
than in United States dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law, and
(d) governmental authority to limit, delay or prohibit the making of payments in
foreign currency or foreign currency units or payments outside the United
States.
I hereby consent to the filing of this opinion as an exhibit to the
Amendment to the Registration Statement.
Very truly yours,
/s/ Lawrence A. Fox
Vice President and Secretary
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-62819) (the "Amendment") of our report dated January 17,
1995 included in Champion International Corporation's (the "Company's") Annual
Report to Shareholders for the year ended December 31, 1994, and incorporated by
reference in the Company's Form 10-K for the year ended December 31, 1994, and
to all references to our Firm included in this Amendment.
Arthur Andersen LLP
New York, N.Y.
November 16, 1995
