<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 1, 1996
- --------------------------------------------------------------------------------
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
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(Registrant's telephone number, including area code)
Page 1 of 3 pages
<PAGE>
ITEM 5. Other Events
Recent Financing
On November 6, 1996, the Registrant completed the sale of $200,000,000
aggregate principal amount of its 7.20% Debentures due November 1, 2026 (the
"Debentures"). Net proceeds of approximately $198,386,000 will be applied to
the payment at maturity of a portion of the Company's commercial paper and to
the prepayment of a portion of the Company's bank term loans.
The Debentures were issued under an Indenture dated as of May 1, 1992
between the Registrant and The Chase Manhattan Bank, as trustee.
EXHIBITS
1.1 Pricing Agreement, dated November 1, 1996, among the Registrant and
Goldman, Sachs & Co., Salomon Brothers Inc, Chase Securities Inc. and
J. P. Morgan Securities Inc., the Underwriters named in Schedule I
thereto, relating to the offer and sale of the Registrant's 7.20%
Debentures due November 1, 2026
4.1 Form of Debenture for the Registrant's 7.20% Debentures due November
1, 2026
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 6, 1996
Page 3 of 3 pages
<PAGE>
EXHIBIT 1.1
PRICING AGREEMENT
-----------------
November 1, 1996
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Dear Sirs:
Champion International Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
February 14, 1996 (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.
<PAGE>
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 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
---------------------------
Name: Frank Kneisel
Title: Senior Vice President - Finance
Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Brothers Inc
Chase Securities Inc
J.P. Morgan Securities Inc.
/s/ Goldman Sachs & Co.
--------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Undewriters
-2-
<PAGE>
SCHEDULE I
Aggregate
Principal Amount
of Debentures
Underwriter to be Purchased
- ----------- ---------------
<TABLE>
<CAPTION>
<S> <C>
Goldman, Sachs & Co.....................................$ 60,000,000
Salomon Brothers Inc.................................... 60,000,000
Chase Securities Inc.................................... 40,000,000
J.P. Morgan Securities Inc.............................. 40,000,000
------------
Total.............................................$200,000,000
============
</TABLE>
I-1
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.20% Debentures due November 1, 2026 (the "Debentures")
Aggregate principal amount:
$200,000,000
Price to Public:
99.943% of the principal amount of the Debentures, plus accrued interest
from November 1, 1996
Purchase Price by Underwriters:
99.193% of the principal amount of the Debentures, plus accrued interest
from November 1, 1996
Specified funds for payment of purchase price:
Federal Funds (same-day) funds by wire transfer
Indenture:
Indenture, dated as of May 1, 1992, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee
Maturity:
November 1, 2026
Interest Rate:
7.20%
Interest Payment Dates:
May 1 and November 1, commencing May 1, 1997. The Debentures will bear
interest from November 1, 1996.
II-1
<PAGE>
Redemption Provisions:
No provision for redemption by the Company
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
November 6, 1996 at 9:30 a.m.
Closing Location: Sullivan & Cromwell
125 Broad Street
New York, New York 10004
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
Chase Securities Inc. J.P. Morgan Securities Inc.
270 Wall Street 60 Wall Street
New York, New York 10017 New York, New York 10260
Other Terms:
The Debentures will be repaid on November 1, 2011, at the option of the
registered holders of the Debentures, at 100% of their principal amount,
together with accrued interest to November 1, 2011. In order for a holder
to exercise this option, the Company must receive at its office or agency
in New York, New York, during the period beginning on September 1, 2011 and
ending at 5:00 p.m. (New York City time) on October 1, 2011 (or, if October
1, 2011 is not a business day, the next succeeding business day), the
Debenture with the form entitled "Option to Elect Repayment on November 1,
2011" on the reverse of the Debenture duly completed. Any such notice
received by the Company during the period beginning on September 1, 2011
and ending at 5:00 p.m. (New York City time) on October 1, 2011 (or, if
October 1, 2011 is not a business day, the next succeeding business day)
shall be irrevocable. No transfer of the Debentures (or, in the event that
the Debentures are being repaid in part, such portion of the Debentures to
be repaid) will be permitted after such notice is received by the Company.
The repayment option may be exercised by the holder of a Debenture for less
than the entire principal amount of the Debentures held by such holder, so
long as the principal amount that is to be repaid is equal to $1,000 or an
integral multiple of $1,000. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any Debenture for
repayment will be determined by the Company, whose determination will be
final and binding.
II-2
<PAGE>
The Debentures will settle in the Same-Day Funds Settlement System of The
Depository Trust Company.
II-3
<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 158525AT2
CHAMPION INTERNATIONAL CORPORATION
7.20% Debenture due November 1, 2026
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, 2026, and to pay
interest thereon from November 1, 1996 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, 1997, at the rate of 7.20% 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 7.20% 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 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
<PAGE>
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 6, 1996
CHAMPION INTERNATIONAL CORPORATION
By /s/ Frank Kneisel
-------------------------------
Attest:
/s/ David Stein
- -------------------------------
Assistant 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.
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ Andrea Koster-Crain
--------------------------
Authorized Officer
-2-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION
7.20% Debenture due November 1, 2026
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 The Chase Manhattan Bank (formerly known
as 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.
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
-3-
<PAGE>
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 by the Company.
This Security will be repaid on November 1, 2011, at the option of the
Holder, at 100% of its principal amount, together with accrued interest to
November 1, 2011. In order for a Holder to exercise this option, the Company
must receive at its office or agency in New York, New York, during the period
beginning on September 1, 2011 and ending at 5:00 P.M. (New York City time) on
October 1, 2011 (or, if October 1, 2011 is not a Business Day, the next
succeeding Business Day), this Security with the form below entitled "Option to
Elect Repayment on November 1, 2011" duly completed. Any such notice received
by the Company during the period beginning September 1, 2011 and ending at 5:00
P.M. (New York City time) on October 1, 2011 (or, if October 1, 2011 is not a
Business Day, the next succeeding Business Day) shall be irrevocable. No
transfer or exchange of this Security (or, in the event that this Security is to
be repaid in part, such portion of this Security to be repaid) will be permitted
after such notice is received by the Company. The repayment option may be
exercised by the Holder for less than the entire principal amount of this
Security, provided the principal amount that is to be repaid is equal to $1,000
or any integral multiple thereof. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of this Security for
repayment will be determined by the Company, whose determination will be final
and binding.
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>
OPTION TO ELECT REPAYMENT ON NOVEMBER 1, 2011
The undersigned hereby irrevocably requests and instructs the Company
to repay the within or attached Security (or portion thereof specified below)
pursuant to its terms at a price equal to the principal amount thereof to be
repaid, together with interest thereon to November 1, 2011, to the undersigned
at
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print or Type Name, Address and Telephone Number of the Undersigned)
For the within or attached Security to be repaid, the Company must
receive at its office or agency in New York, New York, during the period
beginning on September 1, 2011 and ending at 5:00 P.M. (New York City time) on
October 1, 2011 (or, if October 1, 2011 is not a Business Day, the next
succeeding Business Day), this Security with this "Option to Elect Repayment on
November 1, 2011" form duly completed. Any such notice received by the Company
during the period beginning September 1, 2011 and ending at 5:00 P.M. (New York
City time) on October 1, 2011 (or, if October 1, 2011 is not a Business Day, the
next succeeding Business Day) shall be irrevocable. No transfer or exchange of
this Security (or, in the event that this Security is to be repaid in part, such
portion of this Security to be repaid) will be permitted after such notice is
received by the Company.
If less than the entire principal amount of the within or attached
Security is to be repaid, specify the portion thereof (which shall be $1,000 or
an integral multiple of $1,000) which the Holder elects to have repaid:
$ ; and specify the denomination or denominations (which shall be
-----------
$1,000 or an integral multiple of $1,000) of the Security or Securities to be
issued to the Holder for the portion of the within attached Security not being
repaid (in the absence of any such specification, one such Security shall be
issued for the portion not being repaid): $ .
-----------
Dated:
--------------------------------------------------
Note: The signature to this Option to Elect
Repayment on November 1, 2011 must correspond with
the name as written upon the face of the Security
in every particular without alteration or
enlargement or any change whatsoever.
-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
the entireties Minors Act
JT TEN - as joint tenants with ____________________________
right of survivorship State
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,
------------------------------------------------------- ---------------------
1,991 1,992 1,993 1,994 1,995 1,995 1,996
-------- -------- -------- -------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) From Continuing
Operations $40,343 $13,920 ($134,454) $63,305 $771,835 $554,341 $131,202
Add (Deduct):
Income Taxes 37,855 (4,328) (31,222) 24,951 464,728 353,688 68,602
Portion of Rents Representative
of an Interest Factor 9,245 8,694 8,401 8,373 8,181 5,986 7,295
Interest Expense on all Indebtedness 264,666 249,732 262,558 248,079 240,383 182,699 176,730
Capitalized Interest (54,139) (43,437) (37,900) (12,993) (14,367) (10,460) (14,336)
Preferred Stock Dividends of
Weldwood of Canada 9 --- --- --- --- --- ---
Equity Income of, Less Dividends
Received From, Unconsolidated
Affiliates (1,931) (972) (463) (337) (338) (229) (903)
-------- -------- -------- -------- --------- ---------- --------
Income (Loss), as adjusted $296,048 $223,609 $66,920 $331,378 $1,470,422 $1,086,025 $368,590
======== ======== ======== ======== ========= ========== ========
Fixed Charges:
Portions of Rents Representative
of an Interest Factor $9,245 $8,694 $8,401 $8,373 $8,181 $5,986 $7,295
Interest Expense on all Indebtedness 264,666 249,732 262,558 248,079 240,383 182,699 176,730
Preferred Stock Dividends of
Weldwood of Canada 9 --- --- --- --- --- ---
-------- -------- -------- -------- --------- --------- --------
Fixed Charges $273,920 $258,426 $270,959 $256,452 $248,564 $188,685 $184,025
======== ======== ======== ======== ========= ========= ========
Ratio of Earnings to Fixed Charges 1.08 0.87 0.25 1.29 5.92 5.76 2.00
======== ======== ======== ======== ========= ========= ========
</TABLE>
