UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)
--
CHAMPION INTERNATIONAL CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
15852 51 0
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(CUSIP Number)
Barry Hirsch, Senior Vice President and Secretary
Loews Corporation
667 Madison Avenue, New York, New York 10021 (212) 545-2920
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1995
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(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box ____.
Check the following box if a fee is being paid with the statement __.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1
SCHEDULE 13D
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CUSIP No. 15852 51 0
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOEWS CORPORATION
IRS Identification No. 13-2646102
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
N/A (b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /___/
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 14,517,800
SHARES ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 43,453
EACH ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 14,517,800
WITH ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,453
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,561,253
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
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14 TYPE OF REPORTING PERSON*
HC
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Page 2
AMENDMENT NO. 14
to
SCHEDULE 13D
relating to the
Common Stock, $0.50 par value per share
of
CHAMPION INTERNATIONAL CORPORATION
This Amendment No. 14 to Schedule 13D filed by Loews Corporation, a Delaware
corporation, ("Loews"), relates to the Common Stock, $0.50 par value per share
(the "Shares"), of Champion International Corporation, a New York corporation
(the "Issuer"), and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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Item 6 is hereby supplemented as follows:
"On June 26, 1995 Loews reached an agreement providing for the sale of
5,000,000 Shares owned by Loews through Goldman, Sachs & Co., as underwriter
(the "Underwriter"). The price to the public is $52.45 per Share, and the
underwriting discount is $0.6294 per Share. In addition, Loews has granted to
the Underwriter an over-allotment option to purchase up to an additional 500,000
Shares. Loews understands that the Underwriter intends to exercise the over-
allotment option in full. Loews further understands that of the Shares being
sold by it, the Issuer has agreed to purchase 2,000,000 Shares at the public
offering price. The sale of the Shares is expected to be consummated on or
about June 30, 1995.
"Loews has also agreed not to offer, sell or otherwise dispose of any Shares
in addition to the foregoing 5,500,000 Shares for 90 days after June 26, 1995
without the prior written consent of the Underwriter, provided that the fore-
going agreement will terminate if at any time during such 90-day period the
closing price of the Shares on the New York Stock Exchange exceeds $57.45 per
Share.
"If all of the 5,500,000 Shares are sold by Loews, Loews would own directly
9,017,800 Shares, representing approximately 9.6% of the Shares outstanding (or
approximately 9.85% of the Shares outstanding after giving effect to the
purchase by the Issuer of 2,000,000 Shares as noted above).
"Separately, the Issuer announced that it has called for redemption all of its
6.5% Convertible Subordinated Debentures due April 15, 2011 (the "Debentures").
As previously reported, a subsidiary of Loews owns $1,510,000 principal amount
of the Debentures, which are convertible into 43,453 Shares."
Page 3
Item 7. Material To Be Filed as Exhibits
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Exhibit 99.01 - Press Release by the Issuer, dated June 27, 1995.
SIGNATURE
---------
The undersigned certifies that after reasonable inquiry and to the best of its
knowledge and belief, the information set forth in this Statement is true,
complete and correct.
LOEWS CORPORATION
Dated: June 27, 1995 By: Guy A. Kwan
Controller
Page 4
Exhibit 99.01
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CHAMPION News Release
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
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CHAMPION INTERNATIONAL CORPORATION AGREES TO PURCHASE TWO MILLION SHARES OF
COMMON STOCK FROM LOEWS CORPORATION AND CALLS FOR REDEMPTION 6.5% CONVERTIBLE
SUBORDINATED DEBENTURES DUE APRIL 15, 2011
STAMFORD, CT, June 27, 1995 -- Champion International Corporation announced
today the proposed sale of 5,000,000 shares of its outstanding common stock by
Loews Corporation, as selling shareholder, at a price to the public of $52.45
per share. The stock will be offered for sale through Goldman, Sachs & Co., as
underwriters. Loews Corporation also has granted the underwriters an over
- -allotment option to purchase up to an additional 500,000 shares. Of the shares
being sold by Loews Corporation, Champion has agreed to purchase 2,000,000
shares at the public offering price. Champion will not receive any proceeds
from the sale of the shares by Loews Corporation. Copies of the prospectus
relating to the shares being sold on behalf of Loews Corporation may be obtained
from Goldman, Sachs & Co., 85 Broad Street, New York, New York.
Separately, Champion also announced that it has called all of its 6.5%
Convertible Subordinated Debentures Due April 15, 2011 for redemption on August
8, 1995 at the 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 the
company's common stock for each $1,000 principal amount of Debentures, which is
equivalent to a conversion price of $34.75 per share. The closing sale price of
a share of the company's common stock on the New York Stock Exchange on June 26,
1995 was $53.625. Details regarding the call, including the Notice of
Redemption and Letter of Transmittal for use in converting or redeeming the
Debentures, will be mailed to all holders of record by The Fifth Third Bank,
Cincinnati, Ohio, which is the Trustee of the issue.
Champion is one of America's leading manufacturers of paper for business
communications, commercial printing, publications, and newspapers.
Headquartered in Stamford, Connecticut, the company owns or manages more than
five million acres of forestlands in the United States and is also a major
manufacturer of market pulp, plywood, and lumber.
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