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Registration No. 333-34069
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 2 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
WELDWOOD OF CANADA LIMITED EMPLOYEE
PHANTOM SHARE PLAN
(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.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
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)
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</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 by Post-Effective Amendment No. 1 and 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
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Supplemental Savings Plan or Management Incentive Deferral Plan, or under The
Executive Retirement Plan for Employees of Weldwood of Canada Limited or the
Weldwood of Canada Limited Employee Phantom Share Plan.
--------------------
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the
Registration Statement, as amended by Post-Effective Amendment No. 1 and 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. 2 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.
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2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Post-Effective Amendment No. 2 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 Weldwood of Canada Limited Employee Phantom Share 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), as amended by Post-Effective Amendment No. 1, 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 Weldwood of Canada
Limited Employee Phantom Share Plan are being registered under this Post-
Effective Amendment No. 2, no additional opinion is required.
Item 8. Exhibits
For a listing of Exhibits to this Post-Effective Amendment No. 2 to
the Registration Statement, see the Exhibit Index on page 6 which is
incorporated by reference herein.
3
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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. 2 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 April 1, 1999.
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. 2 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board,
Chief Executive Officer
* and Director (Principal
------------------------- Executive Officer) April 1, 1999
(Richard E. Olson)
Vice Chairman and Executive
Officer and Director
* (Principal
- -------------------------- Accounting Officer) April 1, 1999
(Kenwood C. Nichols)
Vice President - Finance
and Treasurer (Principal April 1, 1999
/s/ Thomas L. Hart Financial Officer)
- ---------------------------
(Thomas L. Hart)
- --------------------------- Director
(Lawrence A. Bossidy)
*
- --------------------------- Director April 1, 1999
(Robert A. Charpie)
*
- --------------------------- Director April 1, 1999
(H. Corbin Day)
*
- --------------------------- Director April 1, 1999
(Alice F. Emerson)
*
- --------------------------- Director April 1, 1999
(Allan E. Gotlieb)
- --------------------------- Director
(Henrique C. Meirelles)
</TABLE>
4
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Signature Title Date
--------- ----- ----
- -------------------------- Director
(Walter V. Shipley)
*
- -------------------------- Director April 1, 1999
(Richard E. Walton)
*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. 2 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
April 1, 1999.
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 plans described herein, has duly
caused this Post-Effective Amendment No. 2 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 April 1, 1999.
The Executive Retirement Plan for Employees
of Weldwood of Canada Limited
Weldwood of Canada Limited Phantom Share Plan
By /s/ Kenwood C. Nichols
----------------------------------------
(Kenwood C. Nichols)
Chairman, Compensation Committee
5
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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.
G/Stein5/247
6
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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. 2 to the Registration
Statement (No. 333-34069) of our report dated January 18, 1999 included in
Champion International Corporation's (the "Company's") Annual Report to
Shareholders for the year ended December 31, 1998, and incorporated by reference
in the Company's Form 10-K for the year ended December 31, 1998, and to all
references to our Firm included in this Post-Effective Amendment No. 2.
/s/ Arthur Andersen LLP
Stamford, CT
April 1, 1999
