CHAMPION INTERNATIONAL CORP
8-K, 1996-01-09
PAPER MILLS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   Form 8-K

                                CURRENT REPORT


                      Pursuant ot Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


                                January 9, 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
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)



                               Page 1 of 3 pages
<PAGE>
 
Item 5.  Other Events

        On January 9, 1996, Champion International Corporation (the "Company") 
issued a press release announcing certain unaudited financial results of the 
Company for the three months and the twelve months ended December 31, 1995.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
        
        (c) Exhibits. The following Exhibit is filed as part of this Report:

Exhibit Number                                        Description
- --------------                                        -----------

     99            The Company's Consolidated Statement of Income for the three
                   months and the twelve months ended December 31, 1995
                   (unaudited) and December 31, 1994.


                               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 thereunto duly authorized.

                                        CHAMPION INTERNATIONAL CORPORATION


                                        BY:       /s/ LAWRENCE A. FOX
                                           --------------------------------
                                                    Lawrence A. Fox
                                             Vice President and Secretary

Dated: January 9, 1996









                               Page 3 of 3 pages

<PAGE>
 
                                                                      EXHIBIT 99
                                                                      ----------

              CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF INCOME
                       (in thousands, except per share)

<TABLE> 
<CAPTION> 

                                                  Three Months Ended                     Twelve Months Ended
                                                     December 31,                           December 31,
                                           ------------------------------         -------------------------------
                                             1995                  1994              1995                 1994
                                           --------             ---------         ---------            ----------
                                                    (Unaudited)                  (Unaudited)           
<S>                                      <C>                    <C>               <C>                  <C> 
Net Sales:                                                                                             
    Paper                                $ 1,515,865            $ 1,183,431       $ 6,007,158          $ 4,216,795
    Wood Products                            225,053                281,943           964,880            1,101,397          
                                         -----------            -----------       -----------          -----------
                                         $ 1,740,918            $ 1,465,374       $ 6,972,038          $ 5,318,192
                                         ===========            ===========       ===========          ===========
Income from Operations:
    Paper                                    367,486                113,331         1,364,786               70,887
    Wood Products                             26,521                 60,789           137,329              242,285
    General Corporate Expense                 (9,497)               (10,124)          (72,625)             (47,172)
                                         -----------            -----------       -----------          -----------
                                             384,510                163,996         1,429,490              266,000

Interest and debt expense                     53,777                 59,485           226,016              235,086
Other (income) expense - net (Note 1)          2,199                (37,950)          (33,089)             (57,342)
                                         -----------            -----------       -----------          -----------

Income Before Income Taxes                   328,534                142,461         1,236,563               88,256

Income Taxes                                 111,040                 40,189           464,728               24,951
                                         -----------            -----------       -----------          -----------

Net income                               $   217,494            $   102,272       $   771,835          $    63,305
                                         ===========            ===========       ===========          ===========

Earnings Per Common Share: (Note 2)

    Primary                              $      2.26            $      1.02       $      8.01          $      0.38
                                         ===========            ===========       ===========          ===========
    Fully Diluted                        $      2.26            $      1.02       $      7.67          $      0.38
                                         ===========            ===========       ===========          ===========
</TABLE> 
- -------------------

Note 1: Other (income) expense -- net for the twelve months ended December 31, 
        1995 includes gains of $89 million from the sales of certain operations 
        in Canada and charges of $68 million primarily for the writedown of 
        certain U.S. paper and wood products assets. The three months and twelve
        months ended December 31, 1994 includes a gain of $16 million from the 
        sale of certain assets and income of $19 million from a refund due on
        countervailing duties on lumber exports from Canada into the United
        States in prior years.

Note 2: Earnings per share was calculated for each three month and twelve month
        period on a stand-alone basis. On June 22, 1995 the company purchased
        all 7,894,737 shares of Common Stock that were issued on that date upon
        conversion of the $92.50 Convertible Preference Stock. On June 27, 1995
        the company called all $149,893,000 of its 6 1/2% Convertible
        Subordinated Debentures due April 15, 2011 for redemption on August 8,
        1995. Virtually all of the Debentures were converted into an aggregate
        of 4,309,070 shares of common stock during the third quarter. The
        company purchased an additional 3,186,000 shares of common stock at
        various times during 1995. As a result of all of these transactions, the
        sum of the earnings per share for the four quarters of 1995 does not
        equal the earnings per share for the twelve months ended December 31,
        1995.


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