<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
August 29, 1995
--------------------------------------------------------------------------------
Date of Report
(Date of earliest event reported)
CHAMPION INTERNATIONAL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-3053 13-1427390
---------------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
One Champion Plaza, Stamford, Connecticut 06921
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 358-7000
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Page 1 of 3 pages
<PAGE>
ITEM 5. Other Events
(a) Recent Financing
On September 1, 1995, the Registrant completed the sale of $150,000,000
aggregate principal amount of its 7.10% Notes due September 1, 2005 (the
"Notes") and $150,000,000 aggregate principal amount of its 7.75% Debentures due
September 1, 2025 (the "Debentures"). Net proceeds of approximately
$296,806,500 will be applied to the payment at maturity of a portion of the
Company's commercial paper and notes payable to banks.
The Notes and Debentures were issued under an Indenture dated as of May 1,
1992 between the Registrant and Chemical Bank, as trustee.
EXHIBITS
1.1 Pricing Agreement, dated August 29, 1995, among the Registrant and
Goldman, Sachs & Co. and Salomon Brothers Inc, the Underwriters named
in Schedule I thereto, relating to the offer and sale of the
Registrant's 7.10% Notes due September 1, 2005 and 7.75% Debentures
due September 1, 2025
4.1 Form of Note for the Registrant's 7.10% Notes due September 1, 2005
4.2 Form of Debenture for the Registrant's 7.75% Debentures due
September 1, 2025
12 Statement re computation of ratios of earnings to fixed charges
Page 2 of 3 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Champion International Corporation
By: /s/ Lawrence A. Fox
-------------------------------------
Lawrence A. Fox, Secretary
Dated: September 1, 1995
Page 3 of 3 pages
<PAGE>
EXHIBIT 1.1
PRICING AGREEMENT
-----------------
August 29, 1995
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Champion International Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
August 29, 1995 (the "Underwriting Agreement"), between the Company on the one
hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Unless otherwise
provided herein, each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had
been set forth in full herein; and each of the representations and warranties
set forth therein shall be deemed to have been made at and as of the date of
this Pricing Agreement, except that each representation and warranty which
refers to the Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the Prospectus in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case of
a supplement mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us 8 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company
<PAGE>
for examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Champion International Corporation
By: /s/ T.L. Hart
................................
Accepted as of the date hereof:
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
....................................
(Goldman, Sachs & Co.)
Salomon Brothers Inc
By: /s/ James Treco
...................................
Name:
Title:
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF
NOTES DEBENTURES
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
----------- --------- ---------
<S> <C> <C>
Goldman, Sachs & Co.............. $75,000,000 $75,000,000
Salomon Brothers Inc............. 75,000,000 75,000,000
------------ ------------
Total........................ $150,000,000 $150,000,000
============ ============
</TABLE>
I-1
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.10% Notes due September 1, 2005 (the "Notes")
7.75% Debentures due September 1, 2025 (the "Debentures")
Aggregate principal amount:
Notes: $150,000,000
Debentures: $150,000,000
Price to Public:
99.893% of the principal amount of the Notes, plus accrued interest from
September 1, 1995
99.503% of the principal amount of the Debentures, plus accrued interest
from September 1, 1995
Purchase Price by Underwriters:
99.243% of the principal amount of the Notes, plus accrued interest from
September 1, 1995
98.628% of the principal amount of the Debentures, plus accrued interest
from September 1, 1995
Specified funds for payment of purchase price:
Same-day Funds
Indenture:
Indenture, dated as of May 1, 1992, between the Company and Chemical Bank,
as Trustee
Maturity:
Notes: September 1, 2005
Debentures: September 1, 2025
Interest Rate:
Notes: 7.10%
Debentures: 7.75%
Interest Payment Dates:
March 1 and September 1
Redemption Provisions:
No provisions for redemption
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
September 1, 1995, at 9:30 a.m.
Closing Location: Sullivan & Cromwell
250 Park Avenue
New York, New York 10077
II-1
<PAGE>
Names and addresses of Representatives:
Goldman, Sachs & Co. Salomon Brothers Inc
85 Broad Street Seven World Trade Center
New York, New York 10004 New York, New York 10048
Other Terms
Each of the Notes and the Debentures will represent a separate series of
Designated Securities for purposes of the Underwriting Agreement and this
Pricing Agreement.
Each of the Notes and the Debentures will settle in the Same-Day Funds
Settlement System of The Depository Trust Company.
II-2
<PAGE>
EXHIBIT 4.1
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, 55 Water Street, New York, New York 10004 to Champion
International Corporation or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as requested by an authorized representative of Cede & Co.,
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered
owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.
REGISTERED PRINCIPAL AMOUNT: $150,000,000
NO. FXR-1
CUSIP 158525AP0
CHAMPION INTERNATIONAL CORPORATION
7.10% Note due September 1, 2005
Champion International Corporation, a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., a
nominee of The Depository Trust Company or registered assigns, the principal sum
of One Hundred Fifty Million Dollars ($150,000,000) on September 1, 2005, and to
pay interest thereon from September 1, 1995 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 1 and September 1 in each year, commencing March 1, 1996, at the rate
of 7.10% per annum, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of 7.10% per annum on any overdue principal and
premium, if any and on any overdue instalment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
<PAGE>
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
-------- -------
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 1, 1995
CHAMPION INTERNATIONAL CORPORATION
By
--------------------------------
Attest:
-------------------------
Secretary
(SEAL)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
CHEMICAL BANK,
as Trustee
By
--------------------------
Authorized Officer
-2-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION
7.10% Note due September 1, 2005
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1992 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $150,000,000.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness on this Security and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
-3-
<PAGE>
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series do not provide for a sinking fund.
The Securities of this series will not be redeemable.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-4-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants UNIF GIFT
in common MIN ACT - ______ Custodian_______
(Cust) (Minor)
TEN ENT - as tenants by Under Uniform Gifts to
the entireties Minors Act
____________________________
JT TEN - as joint tenants with State
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used
though not in the above list.
____________________
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
_____________________________________
________________________________________________________________________________
Please print or typewrite name and address,
including postal zip code of assignee
________________________________________________________________________________
the within Security and all rights thereunder,
hereby irrevocably constituting and appointing
________________________________________ attorney to transfer said Security on
the books of the Company, with full power of substitution in the premises.
Dated:_______________
______________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the within instrument in every particular,
without alteration or enlargement or any change
whatever.
-5-
<PAGE>
EXHIBIT 4.2
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, 55 Water Street, New York, New York 10004 to Champion
International Corporation or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as requested by an authorized representative of Cede & Co.,
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered
owner hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.
REGISTERED PRINCIPAL AMOUNT: $150,000,000
NO. FXR-1
CUSIP 158525AQ8
CHAMPION INTERNATIONAL CORPORATION
7.75% Debenture due September 1, 2025
Champion International Corporation, a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., a
nominee of The Depository Trust Company or registered assigns, the principal sum
of One Hundred Fifty Million Dollars ($150,000,000) on September 1, 2025, and to
pay interest thereon from September 1, 1995 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 1 and September 1 in each year, commencing March 1, 1996, at the rate
of 7.75% per annum, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of 7.75% per annum on any overdue principal and
premium, if any and on any overdue instalment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
<PAGE>
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
-------- -------
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 1, 1995
CHAMPION INTERNATIONAL CORPORATION
By
--------------------------------
Attest:
-----------------------------
Secretary
(SEAL)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
CHEMICAL BANK,
as Trustee
By
-------------------------
Authorized Officer
-2-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION
7.75% Debenture due September 1, 2025
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1992 (herein called the
"Indenture"), between the Company and Chemical Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $150,000,000.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness on this Security and (b) certain restrictive covenants
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.
-3-
<PAGE>
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Trustee and the Security Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series do not provide for a sinking fund.
The Securities of this series will not be redeemable.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-4-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants UNIF GIFT
in common MIN ACT - ______ Custodian_______
(Cust) (Minor)
TEN ENT - as tenants by Under Uniform Gifts to
the entireties Minors Act
____________________________
JT TEN - as joint tenants with State
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used
though not in the above list.
____________________
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
_____________________________________
________________________________________________________________________________
Please print or typewrite name and address,
including postal zip code of assignee
________________________________________________________________________________
the within Security and all rights thereunder,
hereby irrevocably constituting and appointing
________________________________________ attorney to transfer said Security on
the books of the Company, with full power of substitution in the premises.
Dated:_______________
______________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face
of the within instrument in every particular,
without alteration or enlargement or any change
whatever.
-5-
<PAGE>
EXHIBIT 12
(Unaudited)
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Computation of Ratios of Earnings to Fixed Charges
(In thousands of dollars, except ratio data)
<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
----------------------------------------------------- --------------------
1990 1991 1992 1993 1994 1994 1995
-------- -------- -------- --------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) From Continuing
Operations $222,623 $ 40,343 $ 13,920 ($134,454) $ 63,305 ($ 62,084) $318,758
Add (Deduct):
Income Taxes 196,964 37,855 (4,328) (31,222) 24,951 (23,975) 205,621
Portion of Rents Representative
of an Interest Factor 10,404 9,245 8,694 8,401 8,373 3,872 3,867
Interest Expense on all Indebted-
ness 228,884 264,666 249,732 262,558 248,079 122,106 121,131
Capitalized Interest (72,467) (54,139) (43,437) (37,900) (12,993) (6,679) (6,603)
Preferred Stock Dividends of
Weldwood of Canada 23 9 --- --- --- --- ---
Equity Income of, Less Dividends
Received From, Unconsolidated
Affiliates (2,263) (1,931) (972) (463) (337) (170) (80)
-------- -------- -------- --------- -------- -------- --------
Income (Loss), as adjusted $584,168 $296,048 $223,609 $ 66,920 $331,378 $ 33,070 $642,694
======== ======== ======== ========= ======== ======== ========
Fixed Charges:
Portions of Rents Representative
of an Interest Factor $10,404 $9,245 $8,694 $8,401 $8,373 $3,872 $3,867
Interest Expense on all Indebted-
ness 228,884 264,666 249,732 262,558 248,079 122,106 121,131
Preferred Stock Dividends of
Weldwood of Canada 23 9 --- --- --- --- ---
-------- -------- -------- --------- -------- -------- --------
Fixed Charges $239,311 $273,920 $258,426 $270,959 $256,452 $125,978 $124,998
======== ======== ======== ========= ======== ======== ========
Ratio of Earnings to Fixed Charges 2.44 1.08 .87 .25 1.29 .26 5.14
======== ======== ======== ========= ======== ======== ========
</TABLE>
