REGISTRATION NO. 333-34069
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHAMPION INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-1427390
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHAMPION INTERNATIONAL CORPORATION
SAVINGS PLAN #077
SAVINGS PLAN FOR HOURLY EMPLOYEES #158
NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN
MANAGEMENT INCENTIVE DEFERRAL PLAN
THE EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
(FULL TITLES OF THE PLANS)
LAWRENCE A. FOX, ESQ.
VICE PRESIDENT AND SECRETARY
CHAMPION INTERNATIONAL CORPORATION
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of the Registration
Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
COMMON STOCK,
$.50 PAR VALUE 5,000,000 SHARES(3) NA NA $90,247.00(2)
</TABLE>
(1) PLUS SUCH INDETERMINATE NUMBER OF ADDITIONAL SHARES AS MAY
BECOME ISSUABLE BY OPERATION OF ANY ADJUSTMENTS TO THE COMMON STOCK.
(2) THE REGISTRATION FEE WAS PREVIOUSLY PAID IN CONNECTION WITH
THE INITIAL FILING OF THE REGISTRATION STATEMENT ON AUGUST 21, 1997.
ACCORDINGLY, NO ADDITIONAL FEE IS PAYABLE HEREWITH.
(3) THE 5,000,000 SHARES OF COMMON STOCK TO BE OFFERED PURSUANT TO
THE REGISTRATION STATEMENT AS AMENDED HEREBY CONSIST OF 3,000,000 SHARES
ISSUABLE UNDER THE CHAMPION INTERNATIONAL CORPORATION SAVINGS PLAN #077 AND
2,000,000 SHARES ISSUABLE UNDER THE CHAMPION INTERNATIONAL CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES #158. NO SHARES OF COMMON STOCK ARE BEING
REGISTERED UNDER THE CHAMPION INTERNATIONAL CORPORATION NONQUALIFIED
SUPPLEMENTAL SAVINGS PLAN OR MANAGEMENT INCENTIVE DEFERRAL PLAN, OR UNDER
THE EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES OF WELDWOOD OF CANADA LIMITED.
IN ADDITION, PURSUANT TO RULE 416(C) UNDER THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT AS AMENDED HEREBY ALSO COVERS AN INDETERMINATE
AMOUNT OF INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE EMPLOYEE BENEFIT
PLANS DESCRIBED HEREIN.
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION
8(C) OF THE SECURITIES ACT OF 1933, MAY DETERMINE.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Post-Effective Amendment No.1 to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-34069) is being
filed to include therein an indeterminate amount of interests to be offered
or sold pursuant to the Champion International Corporation Management
Incentive Deferral Plan. The information called for in Part I of Form S-8
will be distributed to participants in the applicable plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement
on Form S-8 (Registration No. 333-34069) are hereby incorporated by
reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock being offered
under the Registration Statement has been passed upon by Lawrence A. Fox,
Esq., Vice President and Secretary of the Registrant. A copy of the opinion
of Mr. Fox was filed as Exhibit 5 to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-34069). Since only interests in
the Champion International Corporation Management Incentive Deferral Plan
are being registered under this Post-Effective Amendment No. 1, no
additional opinion is required.
ITEM 8. EXHIBITS
For a listing of Exhibits to this Post-Effective
Amendment No. 1 to the Registration Statement, see the Exhibit Index on
page 6 which is incorporated by reference herein.
SIGNATURES
THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT
OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE
THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY
CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF STAMFORD AND STATE OF CONNECTICUT, ON JANUARY 9, 1998.
CHAMPION INTERNATIONAL CORPORATION
(Registrant)
By /s/ LAWRENCE A. FOX
___________________________________
(LAWRENCE A. FOX)
VICE PRESIDENT AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE
INDICATED.
SIGNATURE TITLE DATE
Chairman of the Board,
Chief Executive Officer
and Director (Principal
RICHARD E. OLSON* Executive Officer) January 9, 1998
________________________
(RICHARD E. OLSON)
Vice Chairman and Executive
Officer and Director (Principal
KENWOOD C. NICHOLS* Accounting Officer) January 9, 1998
_________________________
(KENWOOD C. NICHOLS)
Senior Vice President-
Finance (Principal
FRANK KNEISEL* Financial Officer) January 9, 1998
__________________________
(FRANK KNEISEL)
___________________________ Director
(LAWRENCE A. BOSSIDY)
ROBERT A. CHARPIE* Director January 9, 1998
___________________________
(ROBERT A. CHARPIE)
H. CORBIN DAY* Director January 9, 1998
___________________________
(H. CORBIN DAY)
ALICE F. EMERSON* Director January 9, 1998
___________________________
(ALICE F. EMERSON)
ALLAN E. GOTLIEB* Director January 9, 1998
___________________________
(ALLAN E. GOTLIEB)
SYBIL C. MOBLEY* Director January 9, 1998
___________________________
(SYBIL C. MOBLEY)
__________________________ Director
(WALTER V. SHIPLEY)
RICHARD E. WALTON* Director January 9, 1998
_________________________
(RICHARD E. WALTON)
JOHN L. WEINBERG* Director January 9, 1998
__________________________
(JOHN L. WEINBERG)
*By /s/ LAWRENCE A. FOX
______________________
(LAWRENCE A. FOX)
A MANUALLY SIGNED POWER OF ATTORNEY AUTHORIZING STEPHEN B. BROWN,
LAWRENCE A. FOX AND RICHARD E. OLSON AND EACH OF THEM TO SIGN THE
REGISTRATION STATEMENT AND ALL AMENDMENTS THERETO AS ATTORNEYS FOR
DIRECTORS AND CERTAIN OFFICERS OF THE REGISTRANT WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AS EXHIBIT 24 TO THE REGISTRATION
STATEMENT.
THE PLANS. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE PENSION AND EMPLOYEE BENEFITS COMMITTEE, THE ADMINISTRATOR OF THE
REGISTRANT'S PLANS DESCRIBED HEREIN, HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE CITY OF STAMFORD, STATE
OF CONNECTICUT, ON JANUARY 9, 1998.
CHAMPION INTERNATIONAL CORPORATION
SAVINGS PLAN #077
SAVINGS PLAN FOR HOURLY EMPLOYEES #158
NONQUALIFIED SUPPLEMENTAL SAVINGS PLAN
MANAGEMENT INCENTIVE DEFERRAL PLAN
BY /s/ WILLIAM C. FOSTER
_________________________________________
(WILLIAM C. FOSTER)
SENIOR ASSOCIATE COUNSEL - EMPLOYEE
RELATIONS/HUMAN RESOURCES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF WELDWOOD OF CANADA
LIMITED, THE ADMINISTRATOR OF THE WELDWOOD OF CANADA LIMITED PLAN DESCRIBED
HEREIN, HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED, IN THE CITY OF STAMFORD, STATE OF CONNECTICUT,
ON JANUARY 9, 1998.
THE EXECUTIVE RETIREMENT PLAN FOR EMPLOYEES
OF WELDWOOD OF CANADA LIMITED
BY /s/ KENWOOD C. NICHOLS
______________________________________
(KENWOOD C. NICHOLS)
CHAIRMAN, COMPENSATION COMMITTEE
EXHIBIT INDEX
Each Exhibit is listed according to the number assigned to it in
the Exhibit Table of Item 601 of Regulation S-K.
EXHIBIT NUMBER DESCRIPTION
5* Opinion of counsel, including consent
23.1 Consent of Independent Public Accountants
23.2* Consent of counsel (included in Exhibit 5)
24* Power of Attorney
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (Registration No. 333-34069), filed August 21, 1997.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment No. 1 to the
Registration Statement (No. 333-34069) of our report dated January 17, 1997
included in Champion International Corporation's (the "Company's") Annual
Report to Shareholders for the year ended December 31, 1996, and
incorporated by reference in the Company's Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
Post-Effective Amendment No. 1.
/S/ ARTHUR ANDERSEN LLP
New York, N.Y.
January 9, 1998
