<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
November 7, 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
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(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 November 10, 1995, the Registrant completed the sale of $200,000,000
aggregate principal amount of its 7.35% Debentures due November 1, 2025 (the
"Debentures"). Net proceeds of approximately $197,154,000 will be applied to
the payment at maturity of a portion of the Company's commercial paper and notes
payable to banks.
The 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 November 7, 1995, among the Registrant and
Salomon Brothers Inc and Goldman, Sachs & Co., as representatives of
the Underwriters named in Schedule I thereto, relating to the offer
and sale of the Registrant's 7.35% Debentures due November 1, 2025
4.1 Form of Debenture for the Registrant's 7.35% Debentures due November
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
Vice President and Secretary
Dated: November 10, 1995
Page 3 of 3 pages
<PAGE>
EXHIBIT 1.1
PRICING AGREEMENT
November 7, 1995
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
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 (a) 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 and (b)
for an increase in common stock outstanding since June 30, 1995 from
92,055,022 shares to 96,511,602 shares on October 31, 1995 due primarily to
the issuance of common stock upon the conversion of the Company's 6 1/2%
Convertible Subordinated Debentures due April 15, 2011. 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
<PAGE>
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 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/ Frank Kneisel
..................................
Accepted as of the date hereof:
Salomon Brothers Inc
By: /s/ Pamela Kendall
...................................
Name: Pamela Kendall
Title: Vice President
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
.....................................
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
DEBENTURES
TO BE
UNDERWRITER PURCHASED
----------- ---------
<S> <C>
Salomon Brothers Inc................................. $ 85,000,000
Goldman, Sachs & Co.................................. 85,000,000
J.P. Morgan Securities Inc. ......................... 20,000,000
UBS Securities Inc. ................................. 10,000,000
------------
Total............................................ $200,000,000
============
</TABLE>
I-1
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.35% Debentures due November 1, 2025 (the "Debentures")
Aggregate principal amount:
$200,000,000
Price to Public:
99.452% of the principal amount of the Debentures, plus accrued interest
from November 10, 1995
Purchase Price by Underwriters:
98.577% of the principal amount of the Debentures, plus accrued interest
from November 10, 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:
November 1, 2025
Interest Rate:
7.35%
Interest Payment Dates:
May 1 and November 1
Redemption Provisions:
The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time on or after November 1, 1996, at a redemption price
equal to the greater of (i) 100% of the principal amount of such Debentures
and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on such Debentures discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the "Treasury Rate" (as defined in the prospectus
supplement relating to the Debentures) plus 25 basis points, plus in each
case accrued interest thereon to the date of the redemption.
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
November 10, 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:
Salomon Brothers Inc Goldman, Sachs & Co.
Seven World Trade Center 85 Broad Street
New York, New York 10048 New York, New York 10004
Other Terms
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: $200,000,000
NO. FXR-1
CUSIP 158525AR6
CHAMPION INTERNATIONAL CORPORATION
7.35% Debenture due November 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 Two Hundred Million Dollars ($200,000,000) on November 1, 2025, and to pay
interest thereon from November 10, 1995 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on May
1 and November 1 in each year, commencing May 1, 1996, at the rate of 7.35% 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 7.35% 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 April 15 or October 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
<PAGE>
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 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: November 10, 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
7.35% Debenture due November 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 $200,000,000.
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 until November 1,
1996, and on and after such date are subject to redemption as a whole or in
part, at the option of the Company, upon not less than 30 nor more than 60 days'
notice by mail, at a redemption price equal to the greater of (i) 100% of the
principal amount of the Securities of this series to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 25 basis points, plus in each case accrued interest thereon to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption data, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government
-4-
<PAGE>
Securities" or (ii) if such release (or any successor release) is not published
or does not contain such prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations. "Reference Treasury Dealer Quotations" means,
with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc,
Goldman, Sachs & Co. , J.P. Morgan Securities Inc. and UBS Securities Inc. and
their respective successors; provided, however, that if any of the foregoing
-------- -------
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
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.
-5-
<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 Minors Act
the entireties
____________________________
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.
-6-
<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>
Nine Months Ended
Years Ended December 31, September 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 ($38,967) $554,341
Add (Deduct):
Income Taxes 196,964 37,855 (4,328) (31,222) 24,951 (15,238) 353,688
Portion of Rents Representative
of an Interest Factor 10,404 9,245 8,694 8,401 8,373 6,184 5,986
Interest Expense on all Indebted 228,884 264,666 249,732 262,558 248,079 185,197 182,699
Capitalized Interest (72,467) (54,139) (43,437) (37,900) (12,993) (9,596) (10,460)
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) (290) (229)
-------- -------- -------- ------- -------- -------- ----------
Income (Loss), as adjusted $584,168 $296,048 $223,609 $66,920 $331,378 $127,290 $1,086,025
======== ======== ======== ======= ======== ======== ==========
Fixed Charges:
Portions of Rents Representative
of an Interest Factor $10,404 $9,245 $8,694 $8,401 $8,373 $6,184 $5,986
Interest Expense on all Indebted 228,884 264,666 249,732 262,558 248,079 185,197 182,699
Preferred Stock Dividends of
Weldwood of Canada 23 9 --- --- --- --- ---
-------- -------- -------- ------- -------- -------- ----------
Fixed Charges $239,311 $273,920 $258,426 $270,959 $256,452 $191,381 $188,685
======== ======== ======== ======= ======== ======== ==========
Ratio of Earnings to Fixed Charges 2.44 1.08 .87 .25 1.29 .67 5.76
======== ======== ======== ======= ======== ======== ==========
</TABLE>
