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
December 16, 1997
- --------------------------------------------------------------------------------
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 December 19, 1997, the Registrant completed the sale of $100,000,000
aggregate principal amount of its 6.65% Notes due December 15, 2037 (the
"Notes") and $100,000,000 aggregate principal amount of its 7.15% Debentures due
December 15, 2027 (the "Debentures"). Net proceeds of approximately $198,350,000
will be applied to the payment at maturity of the Company's commercial paper,
other short-term obligations and a portion of the 9.80% Notes due February 1,
1998.
The Notes and 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 December 16, 1997, 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 6.65% Notes due December 15, 2037
and 7.15% Debentures due December 15, 2027
4.1 Form of Note for the Registrant's 6.65% Notes due December 15,
2037
4.2 Form of Debenture for the Registrant's 7.15% Debentures due
December 15, 2027
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: December 19, 1997
Page 3 of 3 pages
Exhibit 1.1
PRICING AGREEMENT
December 16, 1997
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
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.
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.
<PAGE>
If the foregoing is in accordance with your understanding, please sign
and return to us 6 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
by:
(Goldman, Sachs & Co.)
-2-
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Aggregate Principal Aggregate Principal
Amount of Debentures Amount of Notes
Underwriter to be Purchased to be Purchased
- ----------- --------------- ---------------
<S> <C> <C>
Goldman, Sachs & Co........................................ $50,000,000 $50,000,000
Salomon Brothers Inc ...................................... $50,000,000 $50,000,000
----------- -----------
Total............................................. $100,000,000 $100,000,000
============ ============
</TABLE>
I-1
<PAGE>
SCHEDULE II
Title of Designated Securities:
7.15% Debentures due December 15, 2027 (the "Debentures")
6.65% Notes due December 15, 2037 (the "Notes")
Aggregate principal amount:
Debentures: $100,000,000
Notes: $100,000,000
Price to Public:
99.875% of the principal amount of the Debentures, plus accrued interest,
if any, from December 19, 1997
100.000% of the principal amount of the Notes, plus accrued interest, if
any, from December 19, 1997
Purchase Price by Underwriters:
99.000% of the principal amount of the Debentures, plus accrued interest,
if any, from December 19, 1997
99.350% of the principal amount of the Notes, plus accrued interest, if
any, from December 19, 1997
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:
Debentures: December 15, 2027
Notes: December 15, 2037
Interest Rate:
Debentures: 7.15%
Notes: 6.65%
II-1
<PAGE>
Interest Payment Dates:
June 15 and December 15, commencing June 15, 1998. The Debentures and the
Notes will bear interest from December 19, 1997.
Redemption Provisions:
No provision for redemption by the Company
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
December 19, 1997 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
Other Terms:
The Notes will be repaid on December 15, 2007, at the option of the
registered holders of the Notes, at 100% of their principal amount,
together with accrued interest to December 15, 2007. 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 October 15, 2007 and
ending at 5:00 p.m. (New York City time) on November 15, 2007 (or, if
November 15, 2007 is not a business day, the next succeeding business day),
the Note with the form entitled "Option to Elect Repayment on December 15,
2007" on the reverse of the Note duly completed. Any such notice received
by the Company during the period beginning on October 15, 2007 and ending
at 5:00 p.m. (New York City time) on November 15, 2007 (or, if November 15,
2007 is not a business day, the next succeeding business day) shall be
irrevocable. No transfer of the Notes (or, in the event that the Notes are
being repaid in part, such portion of the Notes 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 Note for less than the entire
principal amount of the Notes 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 Note for repayment will be determined by
the Company, whose determination will be final and binding.
II-2
<PAGE>
The Debentures and the Notes will settle in the Same-Day Funds Settlement
System of The Depository Trust Company.
II-3
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: $100,000,000
NO. FXR-1
CUSIP 158525 AU9
CHAMPION INTERNATIONAL CORPORATION
6.65% Note due December 15, 2037
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 Million Dollars ($100,000,000) on December 15, 2037, and to pay
interest thereon from December 19, 1997 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on June
15 and December 15 in each year, commencing June 15, 1998, at the rate of 6.65%
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 6.65% 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 June 1 or December 1
(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
<PAGE>
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: December 19, 1997
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.
THE CHASE MANHATTAN BANK,
as Trustee
By----------------------------------
Authorized Officer
-2-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION
6.65% Note due December 15, 2037
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 $100,000,000.
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
-3-
<PAGE>
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 by the Company.
This Security will be repaid on December 15, 2007, at the option of the
Holder, at 100% of its principal amount, together with accrued interest to
December 15, 2007. 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 October 15, 2007 and ending at 5:00 P.M. (New York City time) on
November 15, 2007 (or, if November 15, 2007 is not a Business Day, the next
succeeding Business Day), this Security with the form below entitled "Option to
Elect Repayment on December 15, 2007" duly completed. Any such notice received
by the Company during the period beginning October 15, 2007 and ending at 5:00
P.M. (New York City time) on November 15, 2007 (or, if November 15, 2007 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
-4-
<PAGE>
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>
OPTION TO ELECT REPAYMENT ON DECEMBER 15, 2007
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 December 15, 2007, 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 October 15, 2007 and ending at 5:00 P.M. (New York City time) on
November 15, 2007 (or, if November 15, 2007 is not a Business Day, the next
succeeding Business Day), this Security with this "Option to Elect Repayment on
December 15, 2007" form duly completed. Any such notice received by the Company
during the period beginning October 15, 2007 and ending at 5:00 P.M. (New York
City time) on November 15, 2007 (or, if November 15, 2007 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 December 15, 2007 must
correspond with the name as
written upon the face of
the Security in every
particular without
alteration or enlargement
or any change whatsoever.
-6-
<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.
-7-
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: $100,000,000
NO. FXR-1
CUSIP 158525 AV7
CHAMPION INTERNATIONAL CORPORATION
7.15% Debenture due December 15, 2027
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 Million Dollars ($100,000,000) on December 15, 2027, and to pay
interest thereon from December 19, 1997 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on June
15 and December 15 in each year, commencing June 15, 1998, at the rate of 7.15%
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 7.15% 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 June 1 or December 1
(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
<PAGE>
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: December 19, 1997
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.
THE CHASE MANHATTAN BANK,
as Trustee
By----------------------------------
Authorized Officer
-2-
<PAGE>
CHAMPION INTERNATIONAL CORPORATION
7.15% Debenture due December 15, 2027
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 $100,000,000.
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
-3-
<PAGE>
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 by the Company.
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 ----------------------------
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.
-5-
EXHIBIT 12
(Unaudited)
<TABLE>
<CAPTION>
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Computation of Ratios of Earnings to Fixed Charges
(In thousands of dollars, except ratio data)
Nine Months Ended
Years Ended December 31, September 30,
------------------------------------------------------------ ----------------------
1992 1993 1994 1995 1996 1996 1997
------- --------- ------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (Loss) From Continuing
Operations $13,920 ($134,454) $63,305 $771,835 $141,306 $131,202 ($28,275)
Add (Deduct):
Income Taxes (4,328) (31,222) 24,951 464,728 63,664 68,602 (26,675)
Portion of Rents Representative
of an Interest Factor 8,694 8,401 8,373 8,181 9,954 7,295 8,445
Interest Expense on all Indebtedness 249,732 262,558 248,079 240,383 240,668 176,730 191,511
Capitalized Interest (43,437) (37,900) (12,993) (14,367) (18,454) (14,336) (11,151)
Equity Income of, Less Dividends
Received From, Unconsolidated
Affiliates (972) (463) (337) (338) (1,000) (903) (861)
Income (Loss), as adjusted $223,609 $66,920 $331,378 $1,470,422 $436,138 $368,590 $132,994
======== ======= ======== ========== ======== ======== ========
Fixed Charges:
Portions of Rents Representative
of an Interest Factor $8,694 $8,401 $8,373 $8,181 $9,954 $7,295 $8,445
Interest Expense on all Indebtedness 249,732 262,558 248,079 240,383 240,668 176,730 191,511
------- -------- ------- ------- ------- ------- -------
Fixed Charges $258,426 $270,959 $256,452 $248,564 $250,622 $184,025 $199,956
Ratio of Earnings to Fixed Charges 0.87 0.25 1.29 5.92 1.74 2.00 0.67
</TABLE>
