Rule No. 424(b)(3)
Registration No. 33-52123
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 9, 1994
5,000,000 SHARES
CHAMPION INTERNATIONAL CORPORATION
COMMON STOCK
($.50 PAR VALUE)
______________
All of the 5,000,000 shares of Common Stock, par value $.50 per
share (the "Shares"), of Champion International Corporation (the
"Company") offered hereby are being sold by the Selling Shareholder
named herein. The Company has agreed to purchase 2,000,000 of such
Shares at the public offering price. The Company will not receive any
of the proceeds from the sale of the Shares.
The Common Stock is listed on the New York Stock Exchange under the
symbol "CHA". On June 26, 1995, the last reported sale price of the
Common Stock on the New York Stock Exchange was $53.625.
________________
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) SHAREHOLDER(2)
Per Share . . . . . . . . . $52.45 $.6294 $51.8206
Total(3) . . . . . . . . . . $262,250,000 $3,147,000 $259,103,000
(1) The Company and the Selling Shareholder have agreed to
indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933. See
"Underwriting".
(2) Before deducting estimated expenses incurred in connection
with this offering of $75,000 payable by the Selling
Shareholder.
(3) The Selling Shareholder has granted the Underwriter an
option exercisable prior to June 30, 1995 to purchase up to
an additional 500,000 shares of Common Stock at the public
offering price per share, less the underwriting discount,
solely to cover over-allotments. If such option is
exercised in full, the total initial public offering price,
underwriting discount and proceeds to the Selling
Shareholder will be $288,475,000, $3,461,700 and
$285,013,300, respectively. See "Underwriting".
________________
The shares of Common Stock offered hereby are offered by the
Underwriter, as specified herein, subject to receipt and acceptance by
it and subject to its right to reject any order in whole or in part.
It is expected that certificates for the shares will be ready for
delivery in New York, New York on or about June 30, 1995.
GOLDMAN, SACHS & CO.
________________
The date of this Prospectus Supplement is June 26, 1995.
________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE SHARES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, INC., IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
RECENT DEVELOPMENTS
PURCHASE OF SHARES FOLLOWING CONVERSION OF PREFERENCE STOCK
On June 22, 1995, the Company purchased 7,894,737 shares of its
Common Stock at a price of $49.125 per share from subsidiaries of
Berkshire Hathaway Inc. following the conversion by such subsidiaries
of 300,000 shares of the Company's $92.50 Convertible Preference Stock
into shares of Common Stock. The funds for the Company's purchase of
such shares of Common Stock were provided by short term bank
borrowings that bore interest at the time of the purchase at the rate
of approximately 6.9% per annum.
CALL OF CONVERTIBLE SUBORDINATED DEBENTURES
On June 27, 1995, the Company announced that it has called all of
its 6-1/2% Convertible Subordinated Debentures due April 15, 2011 (the
"Debentures") for redemption on August 8, 1995 at a price of 100.65%
of their principal amount plus accrued interest to the redemption
date. The Debentures are convertible at any time until the close of
business on the redemption date at the rate of 28.777 shares of Common
Stock for each $1,000 principal amount of Debentures, which is the
equivalent of a conversion price of $34.75 per share of Common Stock.
As of the date hereof, an aggregate of $149,893,000 principal amount
of Debentures was outstanding.
SELLING SHAREHOLDER
The Shares are being offered and sold by Loews Corporation (the
"Selling Shareholder"). Before giving effect to the sale of the
Shares offered hereby, the Selling Shareholder owned directly
14,517,800 shares of Common Stock, representing approximately 15.5% of
the shares of Common Stock outstanding on the date hereof. In
addition, a subsidiary of the Selling Shareholder owns $1,510,000
principal amount of the Debentures, which are convertible into 43,453
shares of Common Stock. The Debentures have been called for
redemption. See "Recent Developments". Upon consummation of the sale
of the Shares being offered hereby, the Selling Shareholder will own
9,017,800 shares of Common Stock directly, assuming that the
Underwriter exercises the option to purchase an additional 500,000
shares of Common Stock in connection with this offering. The
ownership of $1,510,000 principal amount of Debentures and the
associated beneficial ownership of 43,453 shares of Common Stock by a
subsidiary of the Selling Shareholder will not be affected by this
offering. James S. Tisch, a Director of the Company, is a Director
and President of the Selling Shareholder.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement,
the Selling Shareholder has agreed to sell to Goldman, Sachs & Co.
(the "Underwriter"), and the Underwriter has agreed to purchase from
the Selling Shareholder, all of the shares of Common Stock offered
hereby.
Under the terms and conditions of the Underwriting Agreement, the
Underwriter is committed to take and pay for all of the shares offered
hereby, if any are taken.
The Underwriter proposes to offer the shares of Common Stock in
part directly to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and in part to certain
securities dealers at such price less a concession of $.25 per share.
The Underwriter may allow, and such dealers may reallow, a concession
not in excess of $.10 per share to certain brokers and dealers. After
the shares of Common Stock are released for sale to the public, the
offering price and other selling terms may from time to time be varied
by the Underwriter.
The Selling Shareholder has granted the Underwriter an option
exercisable prior to June 30, 1995 to purchase up to an aggregate of
500,000 additional shares of Common Stock to cover over-allotments, if
any, at the public offering price less the underwriting discount, as
set forth on the cover page of this Prospectus Supplement. The
Underwriter may exercise such option only to cover over-allotments in
connection with the sale of the 5,000,000 shares of Common Stock
offered hereby.
The Company has agreed to purchase 2,000,000 of the 5,000,000
shares of Common Stock being sold by the Selling Shareholder in this
offering at the public offering price set forth on the cover page of
this Prospectus Supplement. The funds for the Company's purchase of
such shares of Common Stock will be provided by additional short term
bank borrowings.
The Selling Shareholder has agreed not to offer, sell or otherwise
dispose of any shares of Common Stock for 90 days after the date of
this Prospectus Supplement without the prior written consent of the
Underwriter, except for shares of Common Stock offered in this
offering, provided that the agreement of the Selling Shareholder will
terminate if at any time during such 90-day period the closing price
of the Common Stock on the New York Stock Exchange exceeds $57.45 per
share.
The Company and the Selling Shareholder have agreed to indemnify
the Underwriter against certain liabilities, including liabilities
under the Securities Act of 1933.
The Underwriter performs investment banking services for the
Company from time to time for which it receives customary fees.
PROSPECTUS
17,107,900 SHARES
CHAMPION INTERNATIONAL CORPORATION
COMMON STOCK
($.50 PAR VALUE)
__________________
All 17,107,900 shares of Common Stock, par value $.50 per share
(the "Shares"), of Champion International Corporation (the "Company")
offered hereby are outstanding shares owned by and being sold by the
Selling Shareholder named herein. The Company will not receive any of
the proceeds from the sale of Shares.
The Selling Shareholder may offer the Shares from time to time,
depending on market conditions and other factors, in one or more
transactions on the New York Stock Exchange or other national
securities exchanges on which the Shares are traded, in the over the
counter market or otherwise, at market prices prevailing at the time
of sale, at negotiated prices or at fixed prices. The Shares may be
offered from time to time in any manner permitted by law, including
through underwriters, dealers or agents, and directly to one or more
purchasers. To the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered
and the terms of the offering, including the names of the
underwriters, any discounts, commissions and other items constituting
compensation to underwriters, dealers or agents, the public offering
price and any discounts, commissions or concessions allowed or
reallowed or paid by underwriters to dealers. See "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange under the
symbol "CHA". On February 1, 1994, the last reported sale price of
the Common Stock on the New York Stock Exchange was $33-5/8 per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
THE DATE OF THIS PROSPECTUS IS FEBRUARY 9, 1994
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED THEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.
________________
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and
the Common Stock, reference is hereby made to such Registration
Statement, including the exhibits filed as part thereof.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Commission. The Registration Statement (with
exhibits), as well as such reports, proxy statements and other
information, can be inspected and copied at the public reference
facilities maintained by the Commission at its principal offices at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional offices located at: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549 at prescribed rates. In addition, copies of
such material and other information about the Company are available
for inspection at the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, the Company's Quarterly Reports on Form 10-Q and
Form 10-Q/A for the quarterly periods ended March 31, 1993, June 30,
1993 and September 30, 1993 and the Company's Current Reports on Form
8-K dated January 20, 1993, August 26, 1993 and January 18, 1994,
which have been filed by the Company under the Exchange Act, are
incorporated by reference herein.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares
shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference herein,
other than exhibits thereto (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such
copies should be directed to Lawrence A. Fox, Esq., Vice President and
Secretary, Champion International Corporation, One Champion Plaza,
Stamford, Connecticut 06921; telephone number (203) 358-7000.
THE COMPANY
Champion International Corporation (the "Company") is one of the
leading domestic manufacturers of paper for business communications,
commercial printing, publications and newspapers. In addition, the
Company has plywood and lumber manufacturing operations and owns or
controls approximately 5,100,000 acres of timberlands in the United
States. The Company's Canadian and Brazilian subsidiaries also own or
control significant timber resources supporting their operations.
The Company, after its merger with St. Regis Corporation in 1984,
redefined its business strategy to become primarily a producer of pulp
and paper with a particular emphasis on printing and writing papers.
In 1993, over 75% of the Company's sales were generated by the
Company's paper business.
The Company was incorporated under the laws of the State of New
York in 1937. The principal executive offices of the Company are
located at One Champion Plaza, Stamford, Connecticut 06921; telephone
number (203) 358-7000.
DESCRIPTION OF CAPITAL STOCK
The following description does not purport to be complete and is
qualified in its entirety by reference to the Restated Certificate of
Incorporation, as amended (the "Certificate"), and the By-Laws, as
amended, of the Company, the Stock Purchase Agreement concerning the
Convertible Preference Stock (as defined below) and the Business
Corporation Law of the State of New York. Copies of the Certificate,
the By-Laws and the Stock Purchase Agreement are exhibits to the
registration statement of which this Prospectus is a part.
The authorized capital of the Company consists of 250,000,000
shares of Common Stock and 8,531,431 shares of Preference Stock, par
value $1.00 per share (the "Preference Stock"). The Board of
Directors of the Company has the authority to cause shares of the
Preference Stock to be issued from time to time in one or more series
and to specify the number of shares in each series and the designation
and relative rights, preferences and limitations of the shares of each
such series. As of the date of this Prospectus, the Company has
outstanding 300,000 shares of Preference Stock, $92.50 Cumulative
Convertible Series (the "Convertible Preference Stock"), and it has
designated, but has not issued, 1,100,000 shares of Preference Stock,
Participating Cumulative Series, and 400,000 shares of Preference
Stock, Participating Cumulative Series B (collectively, the
"Participating Preference Stock"). The Common Stock, Convertible
Preference Stock and Participating Preference Stock do not have
preemptive rights, and any other series of Preference Stock issued
after the date of this Prospectus will not have preemptive rights
unless provided in the designation of such series.
CONVERTIBLE PREFERENCE STOCK
Each share of Convertible Preference Stock is entitled to
cumulative cash dividends of $92.50 per year and to $1,000 plus
accrued and unpaid dividends upon the liquidation of the Company, in
each case in preference to the shares of Common Stock. Unpaid
dividends bear interest per annum at the greater of 9-1/4% or the
prime rate plus 5%. Each share of Convertible Preference Stock is
convertible into approximately 26.3 shares of Common Stock and may
cast approximately 26.3 votes on each matter submitted to the
shareholders, voting as a class with the Common Stock, subject in each
case to adjustment under certain circumstances. The Company has the
right, except in certain circumstances, to redeem the Convertible
Preference Stock for $1,150 per share plus accrued and unpaid
dividends. On December 6, 1999, the Company must redeem all the
outstanding shares of the Convertible Preference Stock for $1,000 plus
accrued and unpaid dividends. Upon the occurrence of a "Change of
Control" (as defined in the Certificate), each holder of the
Convertible Preference Stock will have the option to require the
Company to redeem its shares, at the holder's option, either at $1,000
per share of Convertible Preference Stock or at a price per share of
Convertible Preference Stock equal to the price paid for a share of
Common Stock in the Change of Control event multiplied by the number
of shares of Common Stock into which a share of Convertible Preference
Stock is then convertible, plus accrued and unpaid dividends. In
addition, except under certain circumstances, the Company has the
right to purchase any securities, including Common Stock, owned by the
original holders of the Convertible Preference Stock before such
securities are sold to third parties.
PARTICIPATING PREFERENCE STOCK
Although the Certificate designates two series of Participating
Preference Stock aggregating 1,500,000 shares, none of such shares is
outstanding. If ever issued, each share of Participating Preference
Stock (i) may cast 100 votes on each matter submitted to the
shareholders, voting as a class with the Common Stock, (ii) will be
entitled to dividends equal to at least 100 times the dividend paid on
a share of Common Stock, and (iii) will be entitled to $100 plus
accrued and unpaid dividends upon the liquidation of the Company in
preference to the shares of Common Stock, subject in each case to
adjustment under certain circumstances.
COMMON STOCK
Subject to all the rights of the Preference Stock, dividends may be
paid upon the Common Stock as and when declared by the Board of
Directors out of funds legally available therefor. Upon any
liquidation of the Company, and after the holders of the Preference
Stock have been paid in full the amounts to which they are entitled,
the remaining net assets of the Company will be distributed pro rata
to the holders of the Common Stock. Each holder of Common Stock is
entitled to cast one vote for each share thereof held.
The Board of Directors of the Company is divided into three classes
that have staggered three-year terms. The terms of approximately one-
third of the directors expire each year. The Certificate does not
provide for cumulative voting.
The Transfer Agent and Registrar for the Common Stock is Chemical
Bank, New York, New York.
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
SELLING SHAREHOLDER
The 17,107,900 shares of Common Stock offered hereby (the "Shares")
are being offered and sold by Loews Corporation (the "Selling
Shareholder"). The Shares constitute all the Common Stock owned
directly by the Selling Shareholder and represent approximately 18.39%
of the shares of Common Stock outstanding on the date hereof. In
addition, a subsidiary of the Selling Shareholder owns $1,510,000
principal amount of the Company's 6.5% Convertible Subordinated
Debentures due April 15, 2011, which are convertible into 43,453
shares of Common Stock. If all the Shares are sold pursuant to this
Prospectus or otherwise, the Selling Shareholder will not own any of
the Company's Common Stock directly and such subsidiary of the Selling
Shareholder will own beneficially 43,453 shares of the Company's
Common Stock. James S. Tisch, a Director of the Company, is a
Director and Executive Vice President of the Selling Shareholder.
PLAN OF DISTRIBUTION
The Selling Shareholder may offer the Shares from time to time
depending on market conditions and other factors, in one or more
transactions on the New York Stock Exchange or other national
securities exchanges on which the Shares are traded, in the over-the-
counter market or otherwise, at market prices prevailing at the time
of sale, at negotiated prices or at fixed prices. The Shares may be
offered in any manner permitted by law, including through
underwriters, brokers, dealers or agents, and directly to one or more
purchasers. Sales of the Shares may involve (a) sales to underwriters
who will acquire Shares for their own account and resell them in one
or more transactions at fixed prices or at varying prices determined
at time of sale, (b) a block transaction in which the broker or dealer
so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the
transaction, (c) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account, (d) an exchange
distribution in accordance with the rules of any such exchange, and
(e) ordinary brokerage transactions and transactions in which a broker
solicits purchasers. Brokers and dealers may receive compensation in
the form of underwriting discounts, concessions or commissions. The
Selling Shareholder and any broker or dealer that participates in the
distribution of Shares may be deemed to be underwriters and any
commissions received by them and any profit on the resale of Shares
positioned by a broker or dealer may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended
(the "Securities Act"). In the event the Selling Shareholder engages
an underwriter in connection with the sale of the Shares, to the
extent required, a Prospectus Supplement will be distributed, which
will set forth the number of Shares being offered and the terms of the
offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters,
dealers or agents, the public offering price and any discounts,
commissions or concessions allowed or reallowed or paid by
underwriters to dealers.
In addition, the Selling Shareholder may from time to time sell
Shares in transactions under Rule 144 promulgated under the Securities
Act.
Pursuant to an agreement between the Company and the Selling
Shareholder, the Selling Shareholder will pay all the expenses
incident to the registration, offering and sale of the Shares,
including the registration fee and any commissions and discounts of
underwriters, dealers or agents. The Selling Shareholder and the
Company have agreed to indemnify each other against certain civil
liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by
Lawrence A. Fox, Esq., Vice President and Secretary of the Company.
Mr Fox holds options to acquire 18,850 shares of the Company's Common
Stock and, as of December 31, 1993, 2,071 shares of the Company's
Common Stock were held for his account under an employee benefit plan.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES,
AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS 5,000,000 SHARES
HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS TO WHICH IT RELATES CHAMPION INTERNATIONAL
DO NOT CONSTITUTE AN OFFER TO CORPORATION
SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES COMMON STOCK
OTHER THAN THE SECURITIES TO ($.50 PAR VALUE)
WHICH THEY RELATE OR AN OFFER
TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES
IN ANY CIRCUMSTANCES IN WHICH _______________
SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS TO WHICH IT PROSPECTUS SUPPLEMENT
RELATES NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN _______________
NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF
OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS
DATE. GOLDMAN, SACHS & CO.
_______________
TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
Recent Developments . . S-3
Selling Shareholder . . S-3
Underwriting . . . . . S-3
PROSPECTUS
Available Information . 2
Incorporation of Documents by
Reference . . . . . 2
The Company . . . . . . 3
Description of Capital Stock 3
Use of Proceeds . . . . 4
Selling Shareholder . . 5
Plan of Distribution . 5
Legal Matters . . . . . 6
Experts . . . . . . . . 6
