CHAMPION INTERNATIONAL CORP, SC 14D9, 2000-05-19

CHAMPION INTERNATIONAL CORP
SC 14D9, 2000-05-19
PAPER MILLS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14D-9
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

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CHAMPION INTERNATIONAL CORPORATION
(NAME OF SUBJECT COMPANY)

CHAMPION INTERNATIONAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, PAR VALUE $.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)

158525105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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STEPHEN B. BROWN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CHAMPION INTERNATIONAL CORPORATION
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

WITH A COPY TO:

BLAINE V. FOGG, ESQ.
JOSEPH A. COCO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.

The name of the subject company to which this Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") relates is Champion
International Corporation, a New York corporation ("Champion"). The address of
the principal executive offices of Champion is One Champion Plaza, Stamford,
Connecticut 06921. The telephone number of the principal executive offices of
Champion is (203) 358-7000.

The title of the class of equity securities to which this Schedule 14D-9
relates is the common stock, par value $.50 per share (the "Common Stock"), of
Champion, including the associated preferred stock purchase rights (the "Rights"
and, together with the Common Stock, the "Shares"). As of May 11, 2000, there
were 96,851,138 Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

The name, business address and business telephone number of Champion, which
is the person filing this Schedule 14D-9, are set forth in Item 1 above.

This Schedule 14D-9 relates to the offer by International Paper Company, a
New York corporation ("International Paper"), through its wholly owned
subsidiary, Condor Acquisition Corporation, a New York corporation (the
"Purchaser"), disclosed in a Tender Offer Statement on Schedule TO, dated May
19, 2000 (the "Schedule TO"), to exchange each issued and outstanding Share for
(i) $50 net to the seller in cash and (ii) a number of shares of International
Paper common stock (the "Exchange Ratio") equal to (A) $25 divided by the
Average IP Trading Price (as defined below), if the Average IP Trading Price is
greater than or equal to $34 or (B) .7353, if the Average IP Trading Price is
less than $34, subject to the terms and conditions set forth in the prospectus
relating to the exchange offer, dated May 16, 2000 (the "Prospectus"), and the
related Letter of Transmittal (the "Letter of Transmittal" which, together with
the Prospectus, as amended or supplemented from time to time, constitute the
"Offer"). If the Purchaser does not accept for payment the Shares in the Offer
on June 16, 2000 by virtue of the failure of any of the regulatory conditions to
the Offer set forth in the Prospectus to be satisfied, the Purchaser will pay to
the holders of Shares an additional payment in cash calculated at a rate of 8%
per annum on the $75 per share Offer consideration from and after such date
until the acceptance for payment of Shares validly tendered and not withdrawn in
the Offer. For purposes of the Offer, "Average IP Trading Price" means the
average (rounded to the nearest 1/10,000) of the volume weighted averages
(rounded to the nearest 1/10,000) of the trading prices of International Paper
common stock on the New York Stock Exchange, as reported by Bloomberg Financial
Markets, for the 15 trading days randomly selected by lot by International Paper
and Champion together from the 30 consecutive trading days ending on the third
trading day immediately preceding the date on which all of the conditions to the
Offer set forth in the Prospectus have been satisfied or waived.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of May 12, 2000 (the "Merger Agreement"), among Champion, International Paper
and the Purchaser. The Merger Agreement provides, among other things, that as
soon as practicable following the satisfaction or waiver of the conditions set
forth in the Merger Agreement, the Purchaser will be merged with and into
Champion (the "Merger"), with Champion as the surviving corporation (the
"Surviving Corporation"). At the effective time of the Merger (the "Effective
Time"), each Share then outstanding (other than Shares held by International
Paper, the Purchaser or Champion and by shareholders who perfect appraisal
rights under New York law, which will be available only if the Merger is
completed as a short-form merger pursuant to Section 905 of the New York
Business Corporation Law) will be converted into the right to receive the same
amount of cash and shares of International Paper common stock as is being
offered in the Offer. A copy of the Merger Agreement is filed herewith as
Exhibit (e)(1) and is incorporated herein by reference.

As set forth in the Prospectus, the principal executive offices of
International Paper and the Purchaser are located at Two Manhattanville Road,
Purchase, New York 10577.

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ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

The information contained in the Information Statement attached hereto as
Schedule I is incorporated herein by reference. Each material agreement,
arrangement or understanding and any actual or potential conflict of interest
between Champion or its affiliates and Champion's executive officers, directors
or affiliates, or between Champion or its affiliates and International Paper or
the Purchaser or their respective executive officers, directors or affiliates,
is either incorporated herein by reference as a result of the previous sentence
or set forth below.

Treatment of Options and Restricted Stock Units. The Merger Agreement
provides that each outstanding option to purchase Shares which has been granted
under Champion's stock plans, programs, arrangements and agreements, including
those granted to the executive officers of Champion, whether or not vested or
exercisable, will be cancelled in exchange for a single lump cash payment by
International Paper at the Effective Time in an amount equal to the product of
the number of Shares subject to such option immediately prior to the Effective
Time and the excess, if any, of $75 over the exercise price per Share of such
option. The aggregate cash value (measured by calculating the difference between
$75 per share and the weighted average exercise price) for all outstanding
options held by Champion's executive officers is approximately $30,000,000.

The Merger Agreement also provides that each restricted stock unit granted
to an employee or former employee of Champion, whether or not vested,
outstanding immediately prior to the Effective Time shall be cancelled in
exchange for a single lump sum cash payment of $75, payable by International
Paper at the Effective Time.

Employment and Severance Agreements. The Merger will constitute a "change
in control" of Champion within the meaning of Champion's employment or severance
agreements with fourteen Champion executives. All of these agreements provide
for the payment in a lump sum of the following amounts if the executive is
terminated without cause (as defined in the relevant employment or severance
agreement) within three years after a change in control of Champion: (1)
severance pay and medical, dental and disability coverage, for two years in the
event of certain types of terminations or three years (except with respect to
one executive, who will only receive benefits measured by a deemed severance
period of two years) in the event of other types of terminations; (2) except
with respect to one executive, the present value of all of the executive's
retirement benefits, other than the portion attributable to Champion's qualified
pension plan, after providing credit for two additional years of service in the
event of certain types of terminations or three additional years of service in
the event of other types of terminations; and (3) an amount sufficient to make
the executive whole with respect to any applicable excise tax on benefits
received in connection with a change in control. In addition, Champion would be
required to pay the executive's legal expenses if Champion does not make the
required payments under the agreements.

Each agreement further provides that Champion will fund the foregoing
amounts through a trust when a potential change in control occurs. A potential
change in control had occurred in connection with the signing of an Agreement
and Plan of Merger with UPM-Kymmene Corporation dated February 17, 2000 (the
"UPM-Kymmene Merger Agreement"). Accordingly, Champion had placed into trust
approximately $159 million to fund its potential payment obligations. It is
anticipated that an additional approximately $40 million will be required
largely as a result of the treatment of options and restricted stock units in
the Merger Agreement.

With respect to nine of the fourteen Champion executives, the Merger
Agreement provides that, upon certain terminations of employment, those
executives will receive benefits measured by a deemed severance period of three
years (except with respect to one executive, who will receive benefits measured
by a deemed severance period of two years); provided that (1) such executive
continues to be employed by Champion after the closing date of the Merger and
does not terminate his employment prior to December 31, 2000, (2) the date of
termination of such executive shall be at the election of International Paper if
such termination occurs before December 31, 2000, (3) such executive agrees that
he will not knowingly make any statement or take any action that would disparage
or otherwise harm International Paper, Champion or their respective businesses
or reputations or that of their officers, directors or shareholders and (4) such
executive agrees that until the earlier of December 31, 2000 or the termination
of his employment at the election of International
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Paper, he will fully cooperate with International Paper by providing it with
such information about Champion (and other companies to the extent such
information is not covered by a confidentiality agreement) as it may reasonably
request and will use his reasonable best efforts to take all actions necessary
or desirable to effect an orderly and expeditious integration of Champion and
International Paper after the closing of the Merger.

Deferred Compensation Plan. The Merger Agreement provides that
International Paper will honor all accrued obligations under Champion's deferred
compensation and supplemental retirement plans. Each unit of deferred
compensation or supplemental savings which is measured by, or deemed invested
in, a share of Champion common stock (a "Phantom Share") will, if issued under a
plan which gives the participants no investment alternatives, be automatically
converted into a number of shares of International Paper phantom stock equal to
the sum of (1) $50 divided by the Average IP Trading Price and (2) the Exchange
Ratio. If a Phantom Share was issued under a plan which gives participants
investment alternatives, then (1) one-third of each Phantom Share will
automatically be converted into the number of phantom shares of International
Paper common stock equal to the Exchange Ratio; and (2) two-thirds of each
Phantom Share will automatically be deemed to be converted into $50 in cash
available for alternative deemed investments under the relevant plan.

Severance Plans. The Merger Agreement provides that International Paper
will honor Champion's severance policy in effect as of the Effective Time
through at least December 31, 2001. In addition, for at least two years
following the merger, International Paper will honor the Severance Plan for Key
Employees, which currently contains up to 201 participants. For at least one
year following the merger, International Paper will also honor the
Reorganization Severance Plan which Champion will establish prior to the
Effective Time. This plan will cover approximately 5,600 nonrepresented salaried
and hourly employees, excluding any employees who have individual agreements
with Champion with respect to severance.

Champion Benefit Plans. Pursuant to the terms of the Merger Agreement,
International Paper has agreed that, at least through December 31, 2001, all
current and former employees of Champion will be provided with salary and
benefits under employee benefit plans with terms that are at least as favorable,
in the aggregate, as those currently provided by Champion. Champion will also
continue to honor certain life insurance plans and agreements for its executive
officers.

Bonus Plans. The Merger Agreement provides that Champion will pay a pro
rata bonus to certain of its employees, including its executive officers, with
respect to their employment with Champion during the year 2000 through the
Effective Time. If an employee is not terminated on or prior to December 31,
2000, this bonus will be payable on or prior to February 28, 2001 in accordance
with International Paper's standard policies in effect for year 2000 bonuses;
provided that the employee has not voluntarily terminated his or her employment
on or before the bonus payment date. If an employee is terminated without cause
(as defined in Champion's Severance Plan for Key Employees) prior to December
31, 2000, then the bonus will be payable within five days of termination. This
bonus amount will be determined by Champion in a manner consistent with past
practice and shall be reviewed with and be reasonably acceptable to
International Paper.

Certain of Champion's employees, including its executive officers, will
also receive a pro rata bonus with respect to their employment with Champion or
International Paper during the year 2000 from the Effective Time through
December 31, 2000; provided that similarly situated employees of International
Paper participate in International Paper's bonus plans. If an employee (1) is
not terminated on or prior to December 31, 2000 and has not voluntarily
terminated his or her employment on or before the bonus payment date or (2) is
terminated without cause prior to December 31, 2000, then this bonus will be
payable on or prior to February 28, 2001 in accordance with International
Paper's standard policies in effect for year 2000 bonuses. This bonus will be
reasonably determined by International Paper by application of (1) Champion's
targets and (2) International Paper's performance measures, each as in effect on
May 12, 2000.

Retention Plan. In addition, Champion will establish a retention plan for
certain of its employees. This plan will have an aggregate cost of up to
$11,500,000 and will contain participants who are determined as reasonably and
mutually acceptable to International Paper and Champion. Payment under this plan
will be made to Champion's employees who are employed by Champion at the first
anniversary of the Effective Time or who have previously been terminated without
cause, terminated as a result of death or disability or
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constructively terminated. A participant's payment will be equal to 50% of his
or her salary as in effect immediately prior to the Effective Time.

Directors' and Officers' Insurance; Indemnification. The Merger Agreement
provides that for a period of six years from the Effective Time, the Surviving
Corporation will maintain in effect Champion's existing directors' and officers'
liability insurance covering those persons who were covered under such insurance
on May 12, 2000 (the "Indemnified Parties"); provided that International Paper
is not required to expend an amount in excess of 225% of the annual premiums
currently paid by Champion for such insurance. If such insurance coverage is not
otherwise available, International Paper will cause its directors' and officers'
liability insurance then in effect to cover those persons who are covered on May
12, 2000 with respect to those matters covered by Champion's directors' and
officers' liability policy.

The Surviving Corporation will also indemnify all Indemnified Parties to
the fullest extent permitted by applicable law with respect to all acts and
omissions arising out of such individuals' service as officers, directors,
employees or agents of Champion or any of its subsidiaries or as trustees or
fiduciaries of any plan for the benefit of employees of Champion or any of its
subsidiaries occurring prior to the Effective Time, including the transactions
contemplated by the Merger Agreement. In the event that any Indemnified Party
becomes involved in any action, proceeding or investigation in connection with
any matter occurring prior to the Effective Time, the Surviving Corporation will
pay, as incurred, such Indemnified Party's reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in connection
therewith. Subject to certain notice and cooperation provisions, the Surviving
Corporation will pay all reasonable expenses, including attorneys' fees, that
may be incurred by any Indemnified Party in enforcing the indemnification
provisions of the Merger Agreement or any action involving an Indemnified Party
resulting from the transactions contemplated by the Merger Agreement.

The Merger Agreement. A summary of the material provisions of the Merger
Agreement is included in the Prospectus and is incorporated herein by reference.
The summary is qualified in its entirety by reference to the complete text of
the Merger Agreement, a copy of which is filed herewith as Exhibit (e)(1) and is
incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

RECOMMENDATION OF THE BOARD OF DIRECTORS

At a meeting held on May 12, 2000, the Champion Board unanimously approved
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger, and determined that the transactions contemplated by the
Merger Agreement, including the Offer and the Merger, are fair to and in the
best interests of Champion and its shareholders. The Champion Board recommends
that Champion's shareholders accept the Offer and tender their Shares pursuant
to the Offer.

A letter to Champion's shareholders communicating the Board's
recommendation and a press release announcing the execution of the Merger
Agreement are filed herewith as Exhibits (a)(3) and (a)(4), respectively, and
are incorporated herein by reference.

BACKGROUND

As part of the continuous evaluation of its businesses and plans,
International Paper regularly considers a variety of strategic options and
transactions. In recent years, as part of this process, International Paper's
management has evaluated various alternatives for expanding its paper
manufacturing and products businesses, including the advisability of
acquisitions, and has, from time to time, analyzed opportunities for
consolidation in the paper manufacturing and products industries and discussed
such matters with the International Paper Board of Directors.

On February 17, 2000, Champion entered into an Agreement and Plan of Merger
with UPM-Kymmene Corporation. Under the terms of the UPM-Kymmene Merger
Agreement, a subsidiary of UPM-Kymmene would have been merged with and into
Champion, and each outstanding share of Champion's common stock would have been
converted into 1.99 UPM-Kymmene American Depositary Shares representing

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UPM-Kymmene's ordinary shares or, at the option of each Champion shareholder,
1.99 UPM-Kymmene ordinary shares.

On April 24, 2000, with the approval of the International Paper Board of
Directors, John T. Dillon, Chief Executive Officer of International Paper, sent
the following letter to Richard E. Olson, Chairman and Chief Executive Officer
of Champion.

Mr. Richard E. Olson
Chairman & CEO
Champion International Corporation
One Champion Plaza
Stamford, CT 06921

Dear Dick:

Our board of directors has authorized me to convey to you and to the board
of directors of Champion International Corporation our offer to acquire all of
Champion shares for a combination of cash and International Paper common stock
at a value of $64 per share, of which $43 is cash and $21 is International Paper
common stock. Based on today's closing price of $39 15/16 for International
Paper common stock, the exchange ratio represented by the stock portion of our
offer is 0.526. In order to protect the value of our offer for Champion
shareholders, we would maintain the value of the stock component down to a price
of $36 per International Paper share.

Our two companies, while competitors, are headquartered only a few miles
from each other, and many of us have enjoyed close friendships with Champion
employees at all levels over many years. We are confident that our corporate
"cultures" are similar, and that an assimilation of the two companies would be
relatively easy. We believe that our recent experience with Union Camp and
Federal Paperboard, both companies which you knew well, demonstrates our ability
to combine the best of both companies into an even better company. In addition,
a merger between International Paper and Champion would permit the combined
company to realize many efficiencies and create an even stronger competitor in
an industry which must now compete on a global basis.

We are of course aware that Champion is currently a party to a merger
agreement with UPM-Kymmene Corporation. Based on today's closing price of
UPM-Kymmene ADRs, under that agreement Champion shareholders would receive
UPM-Kymmene shares with a value of $52.735. We believe it is clear that our
proposal represents a superior offer in a number of important respects. It
represents a 21.4% premium over the implied value of the UPM-Kymmene offer
today; it is largely in cash; and, because of our inclusion in the Dow Jones
Industrial Average as well as our average daily trading volume on the New York
Stock Exchange, the International Paper stock we are offering is far more liquid
than ADRs or shares traded on the Helsinki Exchange.

In addition, our proposal is not subject to a due diligence review of your
business, to pooling-of-interests accounting treatment, or to a vote of the
International Paper shareholders. We are confident that there are no impediments
to our offer from an antitrust or other standpoint. Nonetheless, International
Paper will give Champion International the same undertaking as did UPM-Kymmene
to take whatever steps are required to obtain regulatory approval. Furthermore,
our lawyers have a draft agreement containing substantially similar conditions,
representations and warranties as in the UPM-Kymmene agreement. We have fully
committed financing for our offer. We will be making our Hart-Scott-Rodino
filing within a day or two. In short, we are convinced we can consummate the
transaction quickly.

Dick, I think you already know that our board of directors and I have a
great deal of respect for you and for the Champion board. We would have much
preferred to discuss this matter with you directly, but recognized that you were
bound by the strict terms of your merger agreement. However, given developments
in the market subsequent to the UPM-Kymmene proposal, what is contained in this
letter is clearly a superior proposal from a financial point of view, and we are
certain that the Champion board of directors, as well as the Champion
shareholders, will recognize that fact.

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I want to assure you that we view a merger with Champion as an important
strategic objective for International Paper and that we are committed to
bringing the combination to a successful conclusion. We understand that, after
UPM-Kymmene has been informed of our proposal, which we intend to make public,
the Champion board can authorize management to enter into discussions with us,
and we would respectfully request that the Champion board make that
determination as soon as possible. I look forward to meeting with you at the
earliest opportunity.

Sincerely,

John

Champion and International Paper subsequently issued press releases
announcing the delivery of the International Paper proposal.

On April 27, 2000, the Champion Board held a meeting to discuss the
International Paper proposal and to review, with Champion's counsel, Champion's
obligations under the UPM-Kymmene Merger Agreement and the Board's fiduciary
duties to Champion's shareholders.

On April 28, 2000, counsel for International Paper contacted counsel for
Champion to advise Champion that International Paper would be prepared to
increase its offer if the Champion Board of Directors conducted a fair process
to sell Champion. Counsel for Champion responded that Champion and its
representatives were restricted under the terms of the UPM-Kymmene Merger
Agreement from engaging in discussions or negotiations with International Paper
and its representatives and that the Champion Board of Directors would consider
International Paper's proposal and take appropriate action consistent with the
Board's fiduciary duties and the UPM-Kymmene Merger Agreement, perhaps sometime
in the following week.

On May 5, 2000, the Champion Board held a meeting to further discuss the
International Paper proposal. At this meeting, the Champion Board determined,
after consulting with its financial advisors and counsel, that engaging in
negotiations with International Paper could reasonably be likely to lead to the
delivery of a superior proposal and was necessary to discharge the Board's
fiduciary duties. Accordingly, the Board authorized Champion management and its
advisors to commence negotiations with International Paper with respect to a
possible acquisition of Champion by International Paper. Following the Board
meeting, Champion informed UPM-Kymmene of the Board's determination to commence
negotiations.

Later on May 5, 2000, International Paper and Champion entered into a
confidentiality agreement, and counsel for International Paper delivered a draft
merger agreement to counsel for Champion. On May 6, 2000, counsel for
UPM-Kymmene delivered a draft amendment to the existing merger agreement between
Champion and UPM-Kymmene reflecting a possible acquisition of Champion by
UPM-Kymmene in an all-cash transaction.

Commencing on May 7, 2000, counsel for Champion negotiated the terms of the
draft merger agreements with counsel for International Paper and UPM-Kymmene,
respectively.

On May 8, 2000, Juha Niemela, President and Chief Executive Officer of
UPM-Kymmene delivered a letter to Mr. Olson proposing that UPM-Kymmene acquire
all outstanding Champion shares at a price of $70 per share in cash. The terms
of the UPM-Kymmene proposal indicated that the terms of the proposal were not
permitted to be disclosed prior to its acceptance.

Following receipt of UPM-Kymmene's proposal, counsel for Champion informed
counsel for International Paper that UPM-Kymmene had made a proposal to acquire
Champion at a price substantially higher than the International Paper proposal,
but that under the terms of the UPM-Kymmene proposal, Champion was not permitted
to disclose the price or other terms of the proposal to International Paper.

On May 9, 2000, Mr. Dillon delivered a letter and revised draft of a merger
agreement to Mr. Olson which contemplated a $75 per share cash tender offer for
two-thirds of the outstanding shares of Champion common stock to be followed by
a stock-for-stock merger in which each share of Champion common stock

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would be converted into shares of International Paper common stock with a value
of $75 (subject to a price floor of $34.50 per International Paper share). Under
the terms of the revised International Paper proposal, International Paper had
the right to withdraw its offer if (1) the Champion Board did not determine
prior to 11:59 p.m. on May 9, 2000 that the revised International Paper proposal
constituted a superior proposal or (2) Champion had not accepted International
Paper's revised proposal and executed a merger agreement with International
Paper prior to 6:00 p.m. on May 12, 2000.

Later that evening, the Champion Board held a meeting to discuss
International Paper's and UPM-Kymmene's revised proposals. At this meeting, the
Champion Board, after consulting with its financial advisors and counsel,
determined that International Paper's revised proposal constituted a superior
proposal and that it was necessary to terminate the UPM-Kymmene Merger Agreement
and enter into the International Paper merger agreement in order for the Board
to comply with its fiduciary duties. Following the Board meeting, Champion
notified UPM-Kymmene of the Board's determination and its intent to terminate
the UPM-Kymmene Merger Agreement and enter into the International Paper merger
agreement at 5:00 p.m. on May 12, 2000 if the International Paper proposal
continued to constitute a superior proposal at such time.

From May 9, 2000 to May 12, 2000, counsel for Champion and counsel for
International Paper and UPM-Kymmene continued to negotiate the terms of the
draft merger agreements.

During the afternoon of May 12, 2000, International Paper delivered a
letter to Champion indicating that, on the assumption that Champion's Board of
Directors was prepared to terminate the UPM-Kymmene Merger Agreement at 5:00
p.m. on such date, it was prepared to (1) convert the structure of its proposal
to provide for an exchange offer for all outstanding Champion shares consisting
of $50 in cash and shares of International Paper common stock having a value of
$25, (2) adjust the price floor on the stock portion of the consideration to $34
and (3) pay Champion shareholders an additional payment in cash calculated at a
rate of 8% per annum on the $75 per share Offer consideration in the event that
the closing of the exchange offer is delayed due to the failure to obtain
antitrust approvals.

The Champion Board held a meeting beginning at approximately 4:30 p.m. on
May 12, 2000. Shortly after the meeting commenced, UPM-Kymmene and its counsel
informed Champion and its counsel that UPM-Kymmene was unwilling to revise its
$70 per share offer. Also during the Board meeting, at approximately 4:45 p.m.,
Champion's counsel and financial advisors contacted International Paper's
counsel and financial advisors to inquire as to whether $75 per share
represented International Paper's best offer. International Paper declined to
increase its $75 per share offer, but reaffirmed its willingness to make the
adjustments described in its May 12 letter. The Champion Board then reaffirmed
its determination that International Paper's $75 per share proposal continued to
constitute a superior proposal and determined that terminating the UPM-Kymmene
Merger Agreement was necessary for the Board to comply with its fiduciary duties
and that the International Paper Merger Agreement was fair to and in the best
interests of Champion shareholders. The Board then determined to terminate the
UPM-Kymmene Merger Agreement.

Following the Champion Board meeting, Champion terminated the UPM-Kymmene
Merger Agreement and paid UPM-Kymmene the $210 million termination fee and
expenses required under the UPM-Kymmene Merger Agreement. Later that evening,
International Paper and Champion executed the merger agreement and issued press
releases to that effect.

REASONS FOR THE CHAMPION BOARD'S RECOMMENDATION; FACTORS CONSIDERED

In approving the Merger Agreement, the Offer, the Merger and the other
transactions contemplated by the Merger Agreement, and recommending that
Champion's shareholders accept the Offer and tender their Shares pursuant to the
Offer, the Board of Directors of Champion considered a number of factors,
including:

1. The Board's belief that the $75 per Share consideration offered by
International Paper pursuant to the Merger Agreement was superior to the
$70 per Share consideration offered by UPM-Kymmene pursuant to its proposal
on May 8, 2000. The Board also considered that UPM-Kymmene had informed
Champion on May 12, 2000 that it would not increase its $70 per share
offer.

2. The opinion of Goldman, Sachs & Co. to the effect that, as of May
12, 2000, the consideration to be paid in the Offer and the Merger pursuant
to the Merger Agreement was fair from a financial point of

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view to Champion's shareholders (other than International Paper). See
"-- Opinion of Goldman, Sachs & Co."

3. The fact that the value of the stock portion of the consideration
offered in the Offer and the Merger is protected to the extent that the
Average IP Trading Price falls to $34 per share, but could decrease in the
event that the Average IP Trading Price were to fall below $34 per share.
The Board also considered the fact that the per Share consideration offered
in the Offer and the Merger will bear cash interest at the rate of 8% per
annum if the Offer is not consummated by June 16, 2000 due to the failure
to obtain certain regulatory approvals by such date.

4. The fact that since the public announcement of the execution of the
UPM-Kymmene Merger Agreement on February 17, 2000, no third party (other
than International Paper) had expressed to Champion an interest in pursuing
a possible business combination.

5. The fact that the consideration and other terms of the Merger
Agreement resulted from arms-length negotiations between Champion and
International Paper, and the Champion Board's belief that $75 per Share
represented the highest per Share consideration that could be negotiated
with International Paper.

6. The commitment by International Paper in the Merger Agreement to
take all actions necessary to obtain the required regulatory approvals of
the Offer and the Merger, except to the extent that such actions would have
a material adverse effect on International Paper.

7. The fact that the Offer and the Merger provide for a prompt
exchange offer for all Shares to be followed by a second-step merger at the
same consideration, thereby enabling Champion's shareholders to obtain the
benefits of the transaction at the earliest possible time.

8. The financial ability of International Paper to consummate the
Offer and the Merger. In this regard, the Board noted that International
Paper had received executed commitment letters from financial institutions
providing for all financing necessary to purchase the Shares and to pay all
transaction fees in connection with the Offer and the Merger.

9. The fact that the Merger Agreement permits Champion to furnish
information to and participate in negotiations with third parties in
response to an unsolicited acquisition proposal if a majority of the
Champion Board of Directors (a) reasonably determines in good faith, after
consultation with an independent, nationally recognized investment bank,
that taking such action would be reasonably likely to lead to the delivery
to Champion of a superior proposal and (b) determines in good faith, after
receiving the advice of outside legal counsel, that it is necessary to take
such actions in order to comply with its fiduciary duties under applicable
law.

10. The fact that the Champion Board of Directors is permitted to
terminate the Merger Agreement if prior to the purchase of Shares pursuant
to the Offer, a superior proposal is received by Champion and the Champion
Board of Directors reasonably determines in good faith, after receiving the
advice of outside legal counsel, that it is necessary to terminate the
Merger Agreement and enter into a new agreement to effect the superior
proposal in order to comply with its fiduciary duties under applicable law.

The foregoing discussion of the information and factors considered by the
Champion Board of Directors is not intended to be exhaustive, but includes the
material factors considered by the Board of Directors. In view of the variety of
factors considered in connection with its evaluation of the Offer and the
Merger, the Champion Board did not find it practicable to, and did not, quantify
or otherwise assign relative weights to the specific factors considered in
reaching its determination and recommendation. In addition, individual directors
may have given differing weights to different factors.

OPINION OF GOLDMAN, SACHS & CO.

On May 12, 2000, Goldman Sachs delivered its oral opinion to the Board of
Directors of Champion that, as of such date, the consideration to be received in
the offer and the merger was fair from a financial point of view to the holders
(other than International Paper) of Champion common stock. Goldman Sachs
subsequently confirmed its oral opinion by delivery of its written opinion dated
May 12, 2000.

THE FULL TEXT OF THE WRITTEN OPINION OF GOLDMAN SACHS, DATED MAY 12, 2000,
WHICH SETS FORTH ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE
REVIEW UNDERTAKEN IN CONNECTION WITH THE

8
<PAGE> 10

OPINION, IS ATTACHED AS SCHEDULE II AND IS INCORPORATED BY REFERENCE IN THIS
SCHEDULE 14D-9. YOU SHOULD READ THE OPINION IN ITS ENTIRETY.

In connection with its opinion, Goldman Sachs reviewed, among other things:

- the Merger Agreement;

- Annual Reports to Shareholders and Annual Reports on Form 10-K of
Champion and International Paper for the five years ended December 31,
1999;

- certain interim reports to shareholders and Quarterly Reports on Form
10-Q of Champion and International Paper;

- certain other communications from Champion and International Paper to
their respective shareholders; and

- certain internal financial analyses and forecasts for Champion and
International Paper prepared by their respective managements.

Goldman Sachs also held discussions with members of the senior managements
of Champion and International Paper regarding their assessment of the strategic
rationale for, and the potential benefits of, the transaction contemplated by
the merger agreement, the past and current business operations, financial
condition and future prospects of their respective companies and of the combined
operations of Champion and International Paper, and certain cost savings and
operating synergies projected by the managements of Champion and International
Paper to result from the transaction contemplated by the Merger Agreement. In
addition, Goldman Sachs:

- reviewed the reported price and trading activity for the Champion common
stock and International Paper common stock;

- compared certain financial and stock market information for Champion and
International Paper with similar information for certain other
publicly-traded companies;

- reviewed the financial terms of certain recent business combinations in
the paper and forest products industry specifically and in other
industries generally; and

- performed such other studies and analyses as Goldman Sachs considered
appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the
financial and other information discussed with or reviewed by it and assumed
such accuracy and completeness for purposes of rendering its opinion. Goldman
Sachs also assumed that all material governmental, regulatory or other consents
and approvals necessary for the consummation of the transactions contemplated by
the merger agreement will be obtained without any adverse effect on Champion or
International Paper or on the contemplated benefits of the transactions
contemplated by the Merger Agreement. Goldman Sachs did not make an independent
evaluation or appraisal of the assets and liabilities of Champion or
International Paper or any of their respective subsidiaries and were not
furnished with any such evaluation or appraisal.

The advisory services and opinion of Goldman Sachs were provided for the
information and assistance of the Board of Directors of Champion in connection
with its consideration of the transaction contemplated by the Merger Agreement,
and the opinion does not constitute a recommendation as to whether or not any
holder of Champion common stock should tender such shares in connection with the
offer or as to how any holder of Champion common stock should vote with respect
to the Merger.

The following is a summary of certain of the financial analyses used by
Goldman Sachs in connection with providing its oral opinion to Champion's Board
of Directors on May 12, 2000. Goldman Sachs utilized substantially the same type
of financial analyses in connection with providing the written opinion attached
hereto as Schedule II.

THE FOLLOWING SUMMARIES OF FINANCIAL ANALYSES INCLUDE INFORMATION PRESENTED
IN TABULAR FORMAT. YOU SHOULD READ THESE TABLES TOGETHER WITH THE TEXT OF EACH
SUMMARY.

(1) Selected Companies Analysis. Goldman Sachs reviewed and compared
certain financial information, ratios and percentages for Champion and
International Paper with corresponding financial information,

9
<PAGE> 11

ratios and percentages for the following U.S.-based companies in the paper and
forest products industry: (i) Bowater Incorporated; (ii) Consolidated Papers,
Inc.; (iii) Georgia Pacific Corporation; (iv) The Mead Corporation; (v) Westvaco
Corporation; (vi) Weyerhaeuser Company; and (vii) Willamette Industries, Inc.
Goldman Sachs also reviewed and compared certain financial information, ratios
and percentages for Champion and International Paper with corresponding
financial information, ratios and percentages for the following European
companies in the paper and forest products industry: (i) AssiDoman AB; (ii)
Holmen AB; (iii) Metsa-Serla Corporation; (iv) Svenska Cellulosa Aktiebolaget
SCA; (v) Stora Enso Oyj; and (vi) UPM-Kymmene Corporation. Goldman Sachs
selected the aforementioned U.S. and European companies for comparison because
they are publicly-traded companies in the paper and forest products industry
with operations that for purposes of analysis may be considered similar, in
varying degrees, to the operations of Champion and International Paper.

The ratios and percentages were calculated using the closing price per
share for Champion, International Paper and each of the selected companies on
May 9, 2000, the most recent publicly available information, and in certain
cases, estimates provided by Institutional Brokers Estimate System ("IBES") or
prepared by Goldman Sachs. The results of such analysis are summarized below.

<TABLE>
<CAPTION>
LOW(1) HIGH(1) MEDIAN(2) MEAN(2)
------ ------- --------- ------- INTERNATIONAL
U.S. COMPANIES CHAMPION PAPER
-------------------------------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
May 9, 2000 share price for each
company as a percentage of its
52-week high......................... 68% 99% 73% 75% 97% 62%
Price/Earnings Ratio
2000(3).............................. 7.1x 23.6x 11.8x 12.2x 14.2x 11.3x
2001(3).............................. 5.6x 14.2x 8.0x 7.7x 9.8x 6.8x
Normalized(4)........................ 10.6x 15.3x 12.3x 12.7x 15.8x 11.5x
Dividend Yield......................... 1.4% 2.9% 2.2% 2.2% 0.6% 2.7%

EUROPEAN COMPANIES
--------------------------------------

May 9, 2000 share price for each
company as a percentage of its
52-week high......................... 64% 91% 70% 72%
Price/Earnings Ratio
2000(3).............................. 5.5x 13.2x 9.5x 9.5x
2001(3).............................. 5.1x 11.3x 8.3x 8.2x
Normalized(4)........................ 9.1x 13.4x 12.3x 11.9x
Dividend Yield......................... 3.4% 4.9% 4.1% 4.1%
</TABLE>

- ---------------
(1) Excluding Champion and International Paper.

(2) With respect to U.S. companies, excluding Champion and Consolidated Papers,
Inc., but including International Paper.

(3) Based on IBES estimates.

(4) Due to the historical volatility and cyclicality of commodity prices and
earnings in the paper and forest products industry, Goldman Sachs equity
research regularly estimates the normalized earnings of companies in that
industry, based on current capacity levels and estimated mid-cycle commodity
prices.

(2) Selected Transactions Analysis. For selected business combinations in
the paper and forest products industry, Goldman Sachs calculated (i) the
aggregate levered consideration as a multiple of EBITDA of the target for the
relevant peak year; (ii) the aggregate equity consideration as a multiple of net
income of the target for the relevant peak year; and (iii) the premium paid to
target shareholders based on stock prices one day prior to announcement of the
transaction (as adjusted, in certain cases, to reflect

10
<PAGE> 12

Goldman Sachs' estimate of the undisturbed pre-announcement stock prices). The
results of such analysis are summarized below.

SELECTED TRANSACTIONS

<TABLE>
<CAPTION>
CHAMPION/
LOW HIGH MEDIAN MEAN INTERNATIONAL PAPER
--- ---- ------ ---- -------------------
<S> <C> <C> <C> <C> <C>
Aggregate levered consideration as a multiple
of EBITDA of the target for the relevant
peak year.................................. 4.9x 8.0x 5.9x 6.1x 6.0x
Aggregate equity consideration as a multiple
of net income of the target for the
relevant peak year......................... 7.4x 16.0x 10.8x 11.0x 11.1x
One-day share price premium.................. 36% 69% 45% 49% 46%
</TABLE>

(3) Pro Forma Merger Analysis. Goldman Sachs performed pro forma analyses
of the financial impact of the transaction contemplated by the Merger Agreement
on holders of International Paper common stock based on estimates of the 1999,
2000, 2001 and normalized earnings per share of Champion and International
Paper. Goldman Sachs compared the earnings per share of International Paper on a
standalone basis to the earnings per share of the combined company based on the
consideration to be paid in the Offer and the Merger. The analysis indicated
that:

- if no synergies are achieved, the transaction contemplated by the Merger
Agreement would be dilutive to 1999, 2000, 2001 and normalized earnings
per share; and

- if the $425 million of synergies estimated by management of International
Paper are achieved, the transaction contemplated by the Merger Agreement
would be accretive to 1999, 2000, 2001 and normalized earnings per share.

(4) Discounted Share Price Analysis. Goldman Sachs performed an analysis
of the discounted share price of the Champion common stock on a stand-alone
basis as compared to the consideration to be received in exchange for the
Champion common stock in the Offer and the Merger. Goldman Sachs calculated a
hypothetical mid-2001 share price for each scenario by multiplying the estimated
IBES 2001 earnings per share by various assumed price-earnings multiples (for
the combined Champion-International Paper company, estimated 2001 earnings per
share was based on IBES median estimates of earnings per share of Champion and
International Paper and assumed synergies of $300 million realized in 2001). The
hypothetical mid-2001 share price was then converted to present value by
discounting it by various discount rates for one year. The cash portion of the
consideration offered in the Offer and the Merger was not discounted. Based on
price-earnings multiples from 10x-14x and discount rates of 10%-14%, the
stand-alone value of the Champion common stock ranged from $59.21-$85.91. Based
on the same ranges of price-earnings multiples and discount rates, the value of
the consideration to be received in exchange for Champion common stock in the
Offer and the Merger ranged from $84.04-$99.38.

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analyses or of the summary set forth above, without considering
the analyses as a whole, could create an incomplete view of the processes
underlying Goldman Sachs' opinion. In arriving at its fairness determination,
Goldman Sachs considered the results of all such analyses. No company or
transaction used in the above analyses as a comparison is directly comparable to
Champion or International Paper or the contemplated transaction.

The analyses were prepared solely for purposes of providing an opinion to
the Champion board of directors as to the fairness from a financial point of
view to holders (other than International Paper) of Champion common stock of the
consideration to be paid in the Offer and the Merger. The analyses do not
purport to be appraisals or necessarily reflect the prices at which businesses
or securities actually may be sold. Analyses based upon forecasts of future
results are not necessarily indicative of actual future results, which may be
significantly more or less favorable than suggested by such analyses. Because
such analyses are inherently subject to uncertainty, being based upon numerous
factors or events beyond the control of the

11
<PAGE> 13

parties or their respective advisors, none of Champion, International Paper,
Goldman Sachs or any other person assumes responsibility if future results are
materially different from those forecast.

As described above, Goldman Sachs' opinion to the Champion Board of
Directors was one of many factors taken into consideration by the Champion Board
of Directors in making its determination to approve the transaction contemplated
by the Merger Agreement. The foregoing summary does not purport to be a complete
description of the analyses performed by Goldman Sachs.

Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. Goldman Sachs is
familiar with Champion having provided certain investment banking services to
Champion from time to time, including having acted as financial advisor to
Champion in connection with the acquisition of Industria de Papel Arapoti S.A.
and Bamerindus Agro-Florestal Ltda. in January 1998, the divestiture of its
newsprint operations in June 1998, the divestiture of its Belvidere ovenable
tray business in September 1998, the divestiture of its Canton mill and related
facilities in May 1999, the divestiture of its Deferiet mill in June 1999, and
the proposed merger of Champion with a wholly-owned subsidiary of UPM-Kymmene
Corporation announced in February 2000; having acted as underwriter in various
public offerings of debt securities by Champion, including having acted as lead
managing underwriter of $100 million of 6.65% Notes due 2037 and $100 million of
7.15% Debentures due 2027 in December 1997; and having acted as Champion's
financial advisor in connection with, and having participated in certain of the
negotiations leading to, the Merger Agreement. Goldman Sachs received customary
fees for such services. Goldman Sachs has also provided certain investment
banking services to International Paper from time to time, including acting as
dealer for International Paper's commercial paper program, and may provide
investment banking services in the future to International Paper. Goldman Sachs
provides a full range of financial advisory and securities services and, in the
course of its normal trading activities, may from time to time effect
transactions and hold securities, including derivative securities, of Champion
and International Paper for its own account and for the accounts of customers.

INTENT TO TENDER

To Champion's knowledge after reasonable inquiry, all of Champion's
executive officers, directors and affiliates intend to tender all Shares held of
record or beneficially by them pursuant to the Offer (other than options to
acquire Shares).

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

Pursuant to a letter agreement dated April 25, 2000, Champion engaged
Goldman Sachs to act as its financial advisor in connection with a possible
merger, sale transaction or other business combination involving all or a
portion of Champion and International Paper. Pursuant to the terms of the letter
agreement, Champion has agreed to pay Goldman Sachs upon consummation of the
offer a transaction fee equal to 0.27% of the aggregate consideration (as
described in the letter agreement, and including certain assumed debt) paid in
the offer, calculated as though all of the outstanding Champion common stock had
been acquired in the offer. Champion also has agreed to reimburse Goldman Sachs
for its reasonable out-of-pocket expenses, including attorneys' fees, and to
indemnify Goldman Sachs against certain liabilities, including certain
liabilities under the federal securities laws.

A summary of the material provisions of the agreement with Credit Suisse
First Boston, in its capacity as Dealer Manager, is included in the Prospectus
and is incorporated herein by reference.

A summary of the material provisions of the agreement with Innisfree M&A
Incorporated, in its capacity as Information Agent, is included in the
Prospectus and is incorporated herein by reference.

A summary of the material provisions of the agreement with ChaseMellon
Shareholder Services L.L.C., in its capacity as Exchange Agent, is included in
the Prospectus and is incorporated herein by reference.

12
<PAGE> 14

Except as disclosed herein, neither Champion nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Except for shares of Common Stock allocated in Champion's 401(k) plan, no
transactions in the Shares have been effected during the past 60 days by
Champion or, to the best of Champion's knowledge, by any executive officer,
director, affiliate or subsidiary of Champion.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) Except as indicated in Items 3 and 4 above, no negotiations are being
undertaken or are underway by Champion in response to the Offer which relate to
a tender offer or other acquisition of Champion's securities by Champion, any
subsidiary of Champion or any other person.

(b) Except as described in Items 3 and 4 above, no negotiations are being
undertaken or are underway by Champion in response to the Offer which relate to,
or would result in, (i) an extraordinary transaction, such as a merger,
reorganization or liquidation, involving Champion or any subsidiary of Champion,
(ii) a purchase, sale or transfer of a material amount of assets of Champion or
any subsidiary of Champion, or (iii) any material change in the present dividend
rate or policy, or indebtedness or capitalization of Champion.

(c) Except as indicated in Items 3 and 4 above, there are no transactions,
board resolutions, agreements in principle or signed contracts entered into in
response to the Offer that relate to one or more of the matters referred to in
Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION.

(a) The Information Statement attached hereto as Schedule I is being
furnished to Champion shareholders in connection with the possible designation
by International Paper, pursuant to the Merger Agreement, of certain persons to
be appointed to the Champion Board other than at a meeting of Champion's
shareholders, and such information is incorporated herein by reference.

(b) On May 12, 2000, Champion's Board approved a Rights Agreement between
Champion and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), which is intended to protect against certain tactics that
might be implemented by a third party in an effort to prevent the consummation
of the Offer and the Merger. In connection with the adoption of the Rights
Agreement, Champion's Board of Directors declared a dividend of one right to
purchase the Series C Cumulative Participating Preference Stock of Champion (the
"Series C Preferred Stock") for each outstanding share of common stock (the
"Rights"). Each Right entitles its holder to purchase one one-hundredth of a
share of Series C Preferred Stock at an exercise price per Right of $200.

The Rights are not exercisable until either (1) the tenth day after a
public announcement that a person has acquired beneficial ownership of 20% or
more of the Common Stock; or (2) the tenth business day after the commencement
of a tender offer or exchange offer which would result in the offeror becoming
the beneficial owner of 20% or more of the Common Stock. Once exercisable, each
Right would allow the holder (other than the person who caused the Rights to
become exercisable) to purchase at a price of $200 shares of Champion Common
Stock having a calculated market value of $400 or, if Champion is merged with
and into the person who caused the Rights to become exercisable, each Right
would allow the holder (other than the person who caused the Rights to become
exercisable) to purchase the acquiring person's common stock at a price equal to
50% of its market value.

The Rights Agreement exempts from its provisions any tender offer or
exchange offer for all outstanding Shares or any merger or similar transaction
approved by the Board. Accordingly, the execution of the Merger Agreement and
the consummation of the transactions contemplated thereby, including the Offer
and the Merger, will not trigger the Rights.

13
<PAGE> 15

(c) Commencing in February 2000, a total of seven purported class action
lawsuits were filed in the Supreme Court of the State of New York, County of New
York. These actions allege that Champion and the individual directors of
Champion breached their fiduciary duties to shareholders by, among other things,
entering into the UPM-Kymmene Merger Agreement at an unfair price and by
agreeing to certain other provisions (including the $200 million termination fee
and reimbursement of up to $10 million of UPM-Kymmene's expenses in connection
with the termination of the UPM-Kymmene Merger Agreement) that allegedly
discouraged offers from other prospective merger or acquisition partners. In
addition, certain of the actions allege that Champion and its Board of Directors
breached their fiduciary duties to shareholders by not engaging in negotiations
with International Paper immediately following International Paper's public
announcement of its $64 per Share offer. These actions purport to be brought on
behalf of all shareholders of Champion, other than the defendants and members of
their families.

On May 15, 2000, the plaintiffs and defendants entered into a stipulation
providing for the consolidation of all of the actions into a single proceeding
and affording plaintiffs 30 days to file a consolidated amended complaint.
Champion and the individual defendants strenuously deny all allegations of
wrongdoing contained in the existing complaints in these actions, and intend to
contest them vigorously.

(d) On May 18, 2000, the Champion Board declared a cash dividend of $.15
per share payable on July 14, 2000 to Champion shareholders of record at the
close of business on June 14, 2000.

ITEM 9. EXHIBITS.

14
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(e)(6) Agreement dated as of October 18, 1990 between Champion
International Corporation and Kenwood C. Nichols providing
certain employment, severance and retirement arrangements
(incorporated by reference to Exhibit 10.16 to Champion
International Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990).
(e)(7) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and Kenwood C.
Nichols providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.17 to
Champion International Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1990).
(e)(8) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and Kenwood C. Nichols (incorporated by
reference to Exhibit 10.18 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).
(e)(9) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and Kenwood C. Nichols (incorporated by reference to Exhibit
10.2 to Champion International Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
(e)(10) Agreement dated as of October 18, 1990 between Champion
International Corporation and L. Scott Barnard providing
certain severance arrangements (incorporated by reference to
Exhibit 10.31 to Champion International Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996).
(e)(11) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and L. Scott
Barnard providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.32 to
Champion International Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1996).
(e)(12) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and L. Scott Barnard (incorporated by reference
to Exhibit 10.33 to Champion International Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996).
(e)(13) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and L. Scott Barnard (incorporated by reference to Exhibit
10.4 to Champion International Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
(e)(14) Agreement dated as of October 18, 1990 between Champion
International Corporation and Richard L. Porterfield
providing certain severance arrangements (incorporated by
reference to Exhibit 10.34 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
(e)(15) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and Richard L.
Porterfield providing reimbursement of certain legal
expenses following a change in control of Champion
International Corporation (incorporated by reference to
Exhibit 10.35 to Champion International Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996).
(e)(16) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and Richard L. Porterfield (incorporated by
reference to Exhibit 10.36 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
(e)(17) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and Richard L. Porterfield (incorporated by reference to
Exhibit 10.3 to Champion International Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
</TABLE>

15
<PAGE> 17

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(e)(18) Agreement dated as of May 28, 1999 between Champion
International Corporation and Thomas L. Griffin providing
certain severance arrangements (incorporated by reference to
Exhibit 10.5 to Champion International Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(e)(19) Agreement Relating to Legal Expenses dated May 28, 1999
between Champion International Corporation and Thomas L.
Griffin providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.7 to
Champion International Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
(e)(20) Amendment dated as of May 28, 1999 to Agreement dated as of
May 28, 1999 between Champion International Corporation and
Thomas L. Griffin (incorporated by reference to Exhibit 10.6
to Champion International Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
(e)(21) Trust Agreement dated as of February 19, 1987 between
Champion International Corporation and Fleet National Bank
securing certain payments under the contracts listed as
Exhibit numbers (e)(3) through (e)(20), among others,
following a change in control of Champion (incorporated by
reference to Exhibit 19.11 to Champion International
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987).
(e)(22) Amendment dated as of August 18, 1988 to Trust Agreement
dated as of February 19, 1987 between Champion International
Corporation and Fleet National Bank (incorporated by
reference to Exhibit 10.29 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).
(e)(23) Second Amendment dated as of October 1, 1999 to Trust
Agreement dated as of February 19, 1987 between Champion
International Corporation and Fleet National Bank
(incorporated by reference to Exhibit 10.8 to Champion
International Corporation's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
(e)(24) Third Amendment dated as of December 1, 1999 to Trust
Agreement dated as of February 19, 1987 between Champion
International Corporation and Fleet National Bank
(incorporated by reference to Exhibit 10.34 to Champion
International Corporation's Annual Report on Form 10-K for
the year ended December 31, 1999).
</TABLE>

- ---------------
* Included in copy mailed to shareholders.

16
<PAGE> 18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

CHAMPION INTERNATIONAL
CORPORATION

By: /s/ STEPHEN B. BROWN
------------------------------------
Name: Stephen B. Brown
Title: Senior Vice President and
General Counsel

Dated: May 19, 2000

17
<PAGE> 19

SCHEDULE I

CHAMPION INTERNATIONAL
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

GENERAL

This information statement ("Information Statement") is being mailed on or
about May 19, 2000 as part of the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") to holders of record of shares of common
stock, par value $.50 per share (the "Common Stock" or the "Shares"), of
Champion International Corporation, a New York corporation ("Champion"). It is
being furnished in connection with an Agreement and Plan of Merger, dated as of
May 12, 2000 (the "Merger Agreement"), by and among International Paper Company,
a New York corporation ("International Paper"), Condor Acquisition Corporation,
a New York corporation and wholly owned subsidiary of International Paper (the
"Purchaser"), and Champion, in accordance with the terms and subject to the
conditions of which, (i) International Paper will cause Purchaser to make an
exchange offer to exchange shares of common stock, par value $.50 per share, of
International Paper, for all of the issued and outstanding shares of Common
Stock, including the associated preferred stock purchase rights (the "Offer"),
and (ii) subsequent to the consummation of the Offer, Purchaser will be merged
with and into Champion (the "Merger"). As a result of the Offer and the Merger,
Champion will become a wholly owned subsidiary of International Paper.

Purchaser commenced the Offer on May 19, 2000. The Offer is scheduled to
expire at 12:00 midnight, New York City time, on June 16, 2000, unless it is
extended by the Purchaser in accordance with the terms and conditions of the
Merger Agreement.

The Merger Agreement provides that, upon the consummation of the Offer,
Champion will cause certain designees of International Paper (the "International
Paper Designees") to be elected to the Board of Directors of Champion (the
"Board"). If, however, the Merger Agreement is terminated or if the Purchaser
does not accept Shares tendered for exchange, then International Paper will not
have any right to designate directors for election to the Board.

This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1 promulgated thereunder.
You are urged to read this Information Statement carefully. You are not,
however, required to take any action.

THE INTERNATIONAL PAPER DESIGNEES

Effective upon the acceptance for payment of any Shares pursuant to the
Offer, International Paper will be entitled to designate the number of
directors, rounded up to the next whole number, on the Board that equals the
product of (1) the total number of directors on the Board (giving effect to the
election of any additional directors pursuant to this provision) and (2) the
percentage that the number of Shares owned by International Paper or the
Purchaser (including Shares accepted for exchange) bears to the total number of
Shares outstanding, and Champion will take all action necessary to cause
International Paper's designees to be elected or appointed to the Board,
including, without limitation, increasing the number of directors and seeking
and accepting resignations of incumbent directors. At such time, Champion also
will use its best efforts to cause individuals designated by International Paper
to constitute the number of members, rounded up to the next whole number, on (i)
each committee of the Board and (ii) each board of directors of each subsidiary
of Champion (and each committee thereof) that represents the same percentage as
such individuals represent on the Board. Prior to the effective time of the
Merger (the "Effective Time"), two members (each a "Continuing Director") who
were directors of Champion prior to consummation of the Offer will remain as
directors of Champion until the Effective Time. If the number of Continuing
Directors is

I-1
<PAGE> 20

reduced to less than two for any reason prior to the Effective Time, the
remaining and departing Continuing Directors will be entitled to designate a
person to fill the vacancy. If no Continuing Directors remain, the other
directors of Champion then in office shall be entitled to designate two persons
to fill such vacancies who are not officers or employees or affiliates of
Champion, International Paper or the Purchaser or any of their respective
subsidiaries and such persons shall be deemed to be Continuing Directors.

The directors of the Purchaser at the Effective Time shall be the directors
of the corporation surviving the merger of the Purchaser with and into Champion
(the "Surviving Corporation"), until the next annual meeting of shareholders of
the Surviving Corporation and until their respective successors shall be duly
elected or appointed and qualified.

International Paper has informed Champion that it will choose the
International Paper Designees from the directors and executive officers of
International Paper listed in Schedule I of International Paper's Prospectus, a
copy of which is being mailed to Champion's shareholders together with this
Schedule 14D-9. International Paper has informed Champion that each of the
directors and executive officers of International Paper listed in Schedule I to
the Prospectus has consented to act as a director of Champion, if so designated.
The information set forth on such Schedule I is incorporated herein by
reference. The business address of each such person is c/o International Paper
Company, Two Manhattan Road, Purchase, New York 10577.

CERTAIN INFORMATION CONCERNING CHAMPION

As of May 11, 2000, Champion had 96,851,138 shares of common stock issued
and outstanding, its only class of voting securities that would be entitled to
vote for directors at a shareholder meeting if one were to be held, each share
being entitled to one vote.

INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF CHAMPION

DIRECTORS AND EXECUTIVE OFFICERS OF CHAMPION

Champion's certificate of incorporation provides for a board of directors
divided into three classes, as nearly equal in number as possible, with the term
of office of one class expiring each year at its annual meeting of shareholders.
Each class of directors is elected for a term of three years except in the case
of elections to fill vacancies or newly created directorships.

The following list sets forth the name and present principal occupation or
employment, and material occupations, positions, offices or employments for the
past five years, of each director and executive officer of Champion, as well as
other selected officers of Champion. Unless otherwise indicated, each such
person is a citizen of the United States and the business address of such person
is c/o Champion International Corporation, One Champion Plaza, Stamford,
Connecticut 06921.

Lawrence Bossidy. Mr. Bossidy served as Chairman of the Board of Honeywell
International Inc., a manufacturer of aerospace and automotive products,
engineered materials, specialty chemicals and electronic materials, from the
acquisition of Honeywell Inc. by AlliedSignal Inc. on December 1, 1999 until
March 31, 2000. He had served as Chief Executive Officer of AlliedSignal since
1991 and Chairman of the Board of AlliedSignal since 1992. From 1957 to 1991, he
served in various executive and financial positions, including Vice Chairman and
Executive Officer, at General Electric Company, a diversified services and
manufacturing company. He also is a director of Merck & Co., Inc. and J.P.
Morgan & Co. Incorporated.

Robert A. Charpie. Mr. Charpie served as President of Cabot Corporation, a
producer of chemicals, metals, oil and gas, from 1969 to 1986 and as Chairman of
the Board of Cabot from 1986 to 1988. He is Chairman of Ampersand Venture
Management Corporation, a venture capital investment management firm.

H. Corbin Day. Mr. Day has been Chairman of the Board of Jemison
Investment Co., Inc., a diversified holding company and venture capital firm,
since 1988. He is a limited partner and former general partner of

I-2
<PAGE> 21

Goldman, Sachs & Co., which provides investment banking and financial advisory
services to Champion. He also is a director of European Investors Holding
Company, Inc., Hughes Supply, Inc. and Protective Life Corporation.

Alice F. Emerson. Ms. Emerson is a Senior Advisor at The Andrew W. Mellon
Foundation, a philanthropic institution. From 1975 until joining the Mellon
Foundation in 1991, she served as President of Wheaton College in Norton,
Massachusetts. She also is a director of AES Corporation, Eastman Kodak Company
and FleetBoston Financial Corporation.

Allan E. Gotlieb. Mr. Gotlieb served as Canada's Ambassador to the United
States from 1981 to 1989 and as Chairman of Burson-Marsteller Canada, a public
relations firm, from 1991 to 1995. He is a director of Alcan Aluminium Limited
and Hollinger Inc.

Henrique C. Meirelles. Mr. Meirelles has been President of Global Banking
and Financial Services and a director of FleetBoston Financial Corporation since
the merger of BankBoston Corporation and Fleet Financial Group on October 1,
1999. He had served as President and Chief Operating Officer and a director of
BankBoston Corporation since 1996. He served BankBoston Corporation and its
subsidiaries in various positions since 1974, including as Regional Manager of
Brazil from 1994 to 1996. He also is a director of Bestfoods and Raytheon
Company.

Kenwood C. Nichols. Mr. Nichols was elected Vice Chairman and Executive
Officer of Champion in 1996. He has been Vice Chairman and a director of
Champion since 1989.

Richard E. Olson. Mr. Olson was elected Chairman and Chief Executive
Officer of Champion in 1996. He had been an Executive Vice President of Champion
since 1987.

Walter V. Shipley. Mr. Shipley is Retired Chairman of the Board of The
Chase Manhattan Corporation. He served as Chairman and Chief Executive Officer
of The Chase Manhattan Corporation from 1996 through May 1999 and as Chairman of
the Board from June through December 1999. From 1982 to 1996, he served as
Chairman and Chief Executive Officer or as President of Chemical Banking
Corporation, which merged with and changed its name to The Chase Manhattan
Corporation in 1996. He also is a director of Bell Atlantic Corporation and
Exxon Mobil Corporation.

Richard E. Walton. Mr. Walton was a professor at the Harvard University
Graduate School of Business Administration, specializing in organizational
development and work innovation in industry, from 1968 to 1997.

COMMITTEES OF THE CHAMPION BOARD; MEETINGS

The Board has an Audit Committee, a Committee on Board Affairs, a
Compensation and Stock Option Committee and a Pension Funding and Investment
Committee.

The Audit Committee, comprised of Messrs. Walton, Day and Gotlieb and Ms.
Emerson, recommends to the Board the firm of independent auditors to be engaged
to audit the annual consolidated financial statements of Champion; reviews the
annual audit plan as proposed by the independent auditors and the fees to be
paid for such services; reviews management's engagement of independent auditors
to perform non-audit services and determines whether such engagement unduly
influences the auditors' independence; reviews and evaluates with the
independent auditors the results of the audit process; reviews and evaluates the
organization, scope of activity and effectiveness of Champion's internal audit
function; discusses with senior management, the independent auditors and the
internal audit department their observations with respect to Champion's system
of internal control; performs other activities deemed by the committee to
provide necessary oversight of Champion's public financial reporting process;
and performs other duties assigned by the Board. The Audit Committee held two
meetings in 1999.

The Committee on Board Affairs, comprised of Messrs. Charpie, Bossidy and
Shipley, advises the Board on possible director nominees and on policy matters
concerning the composition, organization, work and affairs of the Board and its
committees. Shareholders are invited to submit matters of interest relating to

I-3
<PAGE> 22

Champion, including possible director nominees, for the consideration of this
committee by writing to it at Champion's principal executive office. The
Committee on Board Affairs held two meetings in 1999.

The Compensation and Stock Option Committee, comprised of Messrs. Bossidy,
Charpie and Day, has responsibility for the compensation of officers and other
senior managers. This committee determines general management compensation
policies; makes awards under Champion's incentive compensation plans; reviews
Champion's management succession plan; and authorizes the holding of outside
directorships by Champion executives. The Compensation and Stock Option
Committee held three meetings in 1999.

The Pension Funding and Investment Committee, comprised of Ms. Emerson and
Messrs. Gotlieb and Walton, approves the actuarial methods and assumptions used
in funding Champion's pension plans, approves the investment policy and
guidelines of the plans and reviews the plans' investment performance. In
addition, it establishes policies with respect to and monitors the voting of
stock owned by Champion's pension plans. This committee also reviews and makes
recommendations on pension and employee benefit matters submitted to the Board.
The Pension Funding and Investment Committee held two meetings in 1999.

COMPENSATION OF DIRECTORS

Each director who is not an employee of Champion receives an annual
retainer of $22,500 for services as a director and a fee of $1,500 for each
Board meeting attended. Each committee chair receives an annual retainer of
$5,000, and committee members, including chairs, receive a fee of $1,000 for
each committee meeting attended. At each director's election, these fees are
paid quarterly in cash or are deferred quarterly in the form of units equivalent
to Shares; such units accrue dividend equivalents and are paid in cash following
retirement from the Board in the same manner as the stock units described in the
next paragraph.

The Board believes that, in order to further align the interests of outside
directors with the interests of shareholders, directors' compensation should
include a significant component of Champion equity. Accordingly, each director
who is not an employee of Champion receives quarterly grants of Common Stock
equivalent units with an annual value of $22,500. These units accrue amounts
equal to dividends paid on the Common Stock, which are credited in the form of
additional units. The value of all of a director's Common Stock equivalent units
(whether received pursuant to the grants described in this paragraph or pursuant
to any elective deferral of fees as described in the previous paragraph) is paid
in cash following his or her retirement from the Board, in accordance with a
schedule selected by the director, based upon the price of the Common Stock at
the time of payment.

Champion provides $50,000 of group term life insurance and $250,000 of
travel accident insurance to the outside directors as well as directors
liability insurance for all directors.

I-4
<PAGE> 23

SECURITY OWNERSHIP OF COMMON STOCK BY CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF CHAMPION

The following table sets forth information as of December 31, 1999 with
respect to each person who is known to Champion to be the beneficial owner of
more than 5% of Champion's Common Stock.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED BENEFICIALLY(1)
------------------------
PERCENT OF
NAME NUMBER CLASS
- ---- ---------- ----------
<S> <C> <C>
Sanford C. Bernstein & Co.(1)............................... 13,625,865 14.1%
FMR Corp.(2)................................................ 7,953,662 8.3%
Capital Research and Management Company(3).................. 7,055,000 7.3%
Dodge & Cox(4).............................................. 5,015,905 5.2%
</TABLE>

- ---------------
(1) In its Schedule 13G, Sanford C. Bernstein & Co., Inc. stated that (i) such
shares are held for the accounts of various clients, and (ii) it has sole
voting power with respect to 7,242,616 of such shares, shared voting power
with respect to 1,490,046 of such shares and sole dispositive power with
respect to all of such shares.

(2) In its Schedule 13G, FMR Corp. stated that (i) such shares collectively are
beneficially owned by FMR Corp., certain controlling shareholders thereof,
and various subsidiaries and one former subsidiary thereof, and (ii) such
companies and individuals collectively have sole voting power with respect
to 357,332 of such shares and sole dispositive power with respect to all of
such shares.

(3) In its Schedule 13G, Capital Research and Management Company stated that, in
its capacity as investment adviser, it has sole dispositive power with
respect to all of such shares.

(4) In its Schedule 13G, Dodge & Cox stated that (i) such shares are held for
the accounts of various clients, and (ii) it has sole voting power with
respect to 4,567,805 of such shares, shared voting power with respect to
39,900 of such shares and sole dispositive power with respect to all of such
shares.

I-5
<PAGE> 24

The following table sets forth information with respect to the shares and
equivalent units of the Common Stock beneficially owned, as of April 30, 2000,
by each director of Champion, by each of the named executives and by all
directors and executives officers as a group. The persons and entities named in
the table have sole voting and investment power with respect to all shares of
Common Stock owned by them, except as otherwise noted.

<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OWNED BENEFICIALLY(1)
-----------------------
PERCENT OF
NAME NUMBER CLASS
- ---- --------- ----------
<S> <C> <C>
L. Scott Barnard(2),(3)..................................... 106,019 *
Lawrence A. Bossidy(4)...................................... 4,968 *
Robert A. Charpie(4)........................................ 51,915 *
H. Corbin Day(4)............................................ 6,880 *
Alice F. Emerson(4)......................................... 2,015 *
Allan E. Gotlieb(4)......................................... 2,585 *
Thomas L. Griffin(2),(3).................................... 72,878 *
Henrique C. Meirelles(4).................................... 2,885 *
Kenwood C. Nichols(2),(3)................................... 328,374 *
Richard E. Olson(2),(3)..................................... 245,603 *
Richard L. Porterfield(2),(3)............................... 73,454 *
Walter V. Shipley(4)........................................ 8,999 *
Richard E. Walton........................................... 8,522 *
All directors and executive officers as a
group(2),(3),(4).......................................... 1,112,915 1.1%
</TABLE>

- ---------------
* Less than 1%.

(1) Certain directors and executive officers share voting or investment power
with other persons with respect to 26,809 of such shares.

(2) The amounts reported include shares of Common Stock that executive officers
have the right to acquire pursuant to stock options that are exercisable
within 60 days, as follows: Mr. Barnard -- 78,000 shares; Mr.
Griffin -- 48,300 shares; Mr. Nichols -- 277,500 shares; Mr.
Olson -- 157,000 shares; Mr. Porterfield -- 46,800 shares; and all executive
officers as a group -- 759,600 shares. The table does not include shares
underlying unvested restricted stock units held by executive officers.

(3) The amounts reported include shares of Common Stock that have been earned
out under certain compensation plans and the receipt of which has been
deferred until retirement, as follows: Mr. Barnard -- 12,121 shares; Mr.
Griffin -- 4,438 shares; Mr. Nichols -- 13,636 shares; Mr. Olson -- 15,384
shares; Mr. Porterfield -- 9,487 shares; and all executive officers as a
group -- 65,847 shares.

The amounts reported also include Common Stock equivalent units held under
the deferral arrangements of certain compensation and savings plans which
entitle participants to receive a cash payment for each unit equal to the
price of a share of Common Stock at the time of payment, as follows: Mr.
Barnard -- 9,286 units; Mr. Griffin -- 16,340 units; Mr. Nichols -- 5,181
units; Mr. Olson -- 52,109 units; Mr. Porterfield -- 15,381 units; and all
executive officers as a group -- 115,481 units.

(4) The amounts reported include Common Stock equivalent units, as follows: Mr.
Bossidy -- 2,968 units; Mr. Charpie -- 44,201 units; Mr. Day -- 3,880 units;
Ms. Emerson -- 1,585 units; Mr. Gotlieb -- 1,585 units; Mr. Meirelles -- 885
units; Mr. Shipley -- 7,999 units; Mr. Walton -- 6,622 units; and all
directors as a group -- 69,725 units. These Common Stock equivalent units
consist of the units discussed above under "Directors' Compensation" and, in
the case of certain directors, similar units representing the settlement of
their accrued pension benefit as of January 1, 1997 under Champion's former
retirement plan for outside directors.

I-6
<PAGE> 25

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires Champion's directors and
executive officers, and persons who own more than 10% of Champion's outstanding
Common Stock, to file initial reports of ownership and reports of changes in
ownership of Common Stock with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange (the "NYSE"). Such persons are required
by SEC regulations to furnish Champion with copies of all Section 16(a) reports
they file.

Based solely on its review of such reports received by Champion with
respect to fiscal 1999 and written representations from such reporting persons,
Champion believes that all reports required to be filed under Section 16(a) have
been timely filed by such persons.

I-7
<PAGE> 26

EXECUTIVE COMPENSATION

SUMMARY OF EXECUTIVE COMPENSATION

The following table sets forth information regarding compensation paid or
accrued for each of Champion's last three fiscal years to Champion's Chief
Executive Officer and each of the other four most highly compensated executive
officers of Champion (collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
----------------------------------------------------------- COMPENSATION
BONUS AWARD
----------------------- ------------
INCENTIVE DEFERRAL OTHER ANNUAL SECURITIES ALL OTHER
NAME AND SALARY(2) AWARD(2) PREMIUM(3) COMPENSATION(4) UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) OPTION ($)
- ------------------ ---- --------- ---------- ---------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard E. Olson......... 1999 $800,000 $1,500,000 $150,000 $ -- 55,000 $207,790
Chairman and Chief 1998 800,000 475,000 47,500 -- 55,000 233,786
Executive Officer 1997 800,000 300,000 N/A 1,071 23,000 167,777
Kenwood C. Nichols....... 1999 700,000 1,000,000 0 -- 40,000 156,960
Vice Chairman and 1998 665,000 320,000 0 -- 40,000 204,307
Executive Officer 1997 665,000 250,000 N/A 843 15,500 152,186
L. Scott Barnard......... 1999 441,000 408,600 0 -- 20,000 105,742
Executive Vice 1998 441,000 180,000 18,000 -- 20,000 102,559
President 1997 424,000 140,000 N/A 420 8,000 100,167
Richard L. Porterfield... 1999 386,000 357,500 35,750 1,502 20,000 72,534
Executive Vice 1998 386,000 160,000 0 -- 18,500 76,035
President 1997 371,000 135,000 N/A 352 6,800 69,575
Thomas L. Griffin........ 1999 320,000 357,500 35,750 -- 20,000 53,641
Executive Vice 1998 281,580 175,000 17,500 -- 15,800 51,088
President(1)
</TABLE>

- ---------------
(1) Mr. Griffin was elected an Executive Vice President in 1998.

(2) The amounts reported in the Salary and Incentive Award Columns,
respectively, include all salary and annual incentive compensation for the
applicable years, whether paid currently in cash or deferred until
retirement at the election of the named executive.

(3) As an incentive for senior managers to increase their equity interest in
Champion, the Compensation and Stock Option Committee of the Board of
Directors authorized a 10% increase in the amount of any annual incentive
compensation awards for 1998 and 1999 that were deferred until retirement by
the recipients in the form of units equivalent to shares of Champion's
Common Stock. Messrs. Olson, Porterfield and Griffin made such deferral
elections for 1999. The resulting increase in their annual incentive
compensation for each of 1998 and 1999 is set forth in the Deferral Premium
column. The total annual incentive compensation for each of 1998 and 1999
for Messrs. Olson, Barnard, Porterfield and Griffin is equal to the sum of
the amounts set forth in the Incentive Award and Deferral Premium columns.

(4) The amounts reported for Mr. Porterfield for 1999 and for Messrs. Olson,
Nichols, Barnard and Porterfield for 1997 represent certain tax payments
made by Champion on their behalf. In each of 1997, 1998 and 1999, the value
of personal benefits provided to the named executives was less than the
minimum amount required to be reported.

(5) The amounts reported for 1999 include matching contributions by Champion to
accounts under the Savings Plan for Salaried Employees and the Nonqualified
Supplemental Savings Plan, as follows: Mr. Olson -- $38,475; Mr.
Nichols -- $30,600; Mr. Barnard -- $18,457; Mr. Porterfield -- $16,380; and
Mr. Griffin -- $14,450. Champion contributions are invested in shares of
Champion's Common Stock under the Savings Plan for Salaried Employees, which
is funded, and are made in units equivalent to shares of the Champion's
Common Stock under the Nonqualified Supplemental Savings Plan, which is
unfunded.

I-8
<PAGE> 27

The balance of the amounts reported for 1999 represents premiums paid by
Champion under its Executive Life Insurance Plan. All employees who are above a
certain compensation grade level, including all of the executive officers,
participate in this plan.

(6) As of the year-end 1999, the number and market value of restricted stock
units and of performance share units in the aggregate held by each of the
named executives were as follows: Mr. Olson -- 80,600 units (4,992,163); Mr.
Nichols -- 66,500 units ($4,118,844); Mr. Barnard -- 48,000 units
($2,973,000); Mr. Porterfield -- 40,600 units ($2,514,663); and Mr.
Griffin -- 14,800 units ($916,675).

OPTION GRANTS IN FISCAL 1999

The following table sets forth information concerning the grant of stock
options to each of the named executives in 1999. The potential realizable values
included in the table represent hypothetical gains from the stock options
granted in 1999 as well as the corresponding hypothetical gains for all
shareholders in the market value of Champion's Common Stock. These hypothetical
gains are based upon assumed annual stock price appreciation rates of 5% and 10%
over the full 10-year term of the options in accordance with SEC regulations.

OPTION GRANTS IN 1999

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS/(1)/
-------------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF ASSUMED ANNUAL RATES
SECURITIES % OF TOTAL STOCK PRICE APPRECIATION FOR
UNDERLYING OPTIONS EXERCISE OPTION TERM
OPTIONS GRANTED OR BASE -----------------------------
GRANTED TO EMPLOYEES PRICE(2) 5% 10%
NAME (#) IN 1999 ($/SH) EXPIRATION DATE ($) ($)
- ---- ---------- ------------ -------- ----------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Olson...... 55,000 5.66% $33.625 February 17, 2009 $ 1,163,085 $ 2,947,615
Kenwood C. Nichols.... 40,000 4.12% 33.625 February 17, 2009 845,880 2,143,720
L. Scott Barnard...... 20,000 2.06% 33.625 February 17, 2009 422,940 1,071,860
Richard L.
Porterfield......... 20,000 2.06% 33.625 February 17, 2009 422,940 1,071,860
Thomas L. Griffin..... 20,000 2.06% 33.625 February 17, 2009 422,940 1,071,860
All Shareholders...... N/A N/A N/A N/A $2.0 billion $5.2 billion
</TABLE>

- ---------------
(1) All of the stock options awarded to the named executives last year were
granted on February 17, 1999 and became exercisable on February 17, 2000,
provided the optionee remained in Champion's employ until that date.
Although the Compensation and Stock Option Committee of the Board of
Directors had the authority to permit the exercise of those stock options at
any time prior to February 17, 2000 upon its determination of the existence
of a special or extraordinary situation, it did not exercise this authority.

Reference is made to "Employment and Severance Agreements" below for a
description of the cash settlement, under certain circumstances, of stock
options held by the named executive upon a termination of employment without
cause within three years after a change in control of Champion.

(2) The exercise price is 100% of the fair market value of a share of Champion's
Common Stock on the date of grant. The exercise price may be paid in cash or
in shares of Champion's Common Stock valued at their fair market value on
the date of exercise.

I-9
<PAGE> 28

OPTION/SAR EXERCISE AND YEAR-END VALUES TABLE

The following table sets forth information with respect to each of the
named executives concerning the exercise of stock options and tandem stock
appreciation rights ("SARs") in 1999 and concerning unexercised stock options
and tandem SARs held at December 31, 1999.

AGGREGATED OPTION/SAR EXERCISES IN 1999
AND YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF SECURITIES VALUE OF UNEXERCISED
SECURITIES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
UNDERLYING OPTIONS/SARS AT YEAR-END AT YEAR-END
OPTIONS/SARS (#) ($)
EXERCISED VALUE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Olson....... 0 $ 0 102,000 55,000 $1,086,000 $1,557,188
Kenwood C. Nichols..... 0 0 237,500 40,000 5,719,969 1,132,500
L. Scott Barnard....... 0 0 58,000 20,000 936,125 566,250
Richard L.
Porterfield.......... 33,500 584,656 26,800 20,000 498,975 566,250
Thomas L. Griffin...... 0 0 28,300 20,000 346,781 566,250
</TABLE>

- ---------------
(1) The amounts in these columns are based upon the $61.9375 closing price of a
share of Champion's Common Stock on December 31, 1999 on the New York Stock
Exchange Composite Transactions.

PENSION PLAN TABLE

Champion's retirement program consists of (i) a tax-qualified, funded
pension plan for all non-represented salaried employees, including executive
officers, and (ii) for executive officers and other key employees, a
non-qualified, unfunded supplemental retirement income plan that provides
benefits which, but for certain limits imposed by the Internal Revenue Code on
tax-qualified plans, would be provided under Champion's qualified pension plan.
The retirement program provides non-contributory benefits based upon years of
service and average annual earnings for, in the case of executive officers, the
highest three consecutive years in the 10 years preceding retirement. Average
annual earnings covered by the program consist of (1) the average of the
salaries reported in the Summary Compensation Table for the applicable years,
plus (2) the higher of (a) the average of the bonuses reported in the Summary
Compensation Table for such years or (b) the average of the bonuses paid in such
years but earned in, and reported in the Summary Compensation Table for, the
immediately preceding years.

I-10
<PAGE> 29

The following table sets forth, for various income and service levels, the
annual benefits payable to executive officers under Champion's retirement
program for life, commencing at normal retirement at age 65 or upon early
retirement after age 62. These benefits are presented on a straight-life annuity
basis and before 'deducting the portion of Social Security payments attributable
to Champion contributions as provided by the retirement program.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
APPROXIMATE ANNUAL RETIREMENT BENEFITS
---------------------------------------------------------------------------
AVERAGE 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
ANNUAL EARNINGS OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
- --------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 83,333 $125,000 $ 166,667 $ 208,333 $ 250,000 $ 291,667
750,000 125,000 187,500 250,000 312,500 375,000 437,500
1,000,000 166,667 250,000 333,333 416,667 500,000 583,333
1,250,000 208,333 312,500 416,667 520,833 625,000 729,167
1,500,000 250,000 375,000 500,000 625,000 750,000 875,000
1,750,000 291,667 437,500 583,333 729,167 875,000 1,020,833
2,000,000 333,333 500,000 666,667 833,333 1,000,000 1,166,667
3,000,000 500,000 750,000 1,000,000 1,250,000 1,500,000 1,750,000
</TABLE>

Average annual earnings for the highest three consecutive years in the last
10 years and presently credited years of service for the named executives are as
follows: Mr. Olson -- $1,567,580 / 33 years; Mr. Nichols -- $1,259,667 / 27
years; Mr. Barnard -- $756,689 / 31 years; Mr. Porterfield -- $702,800 / 21
years; and Mr. Griffin -- $501,703 / 9 years.

Messrs. Nichols and Olson have agreements with Champion which provide for
annual retirement benefits of 60%, in the case of Mr. Nichols, and 65%, in the
case of Mr. Olson, of average annual earnings (salary and bonus) for the highest
three consecutive years in the 10 years preceding retirement. These contractual
retirement benefits are provided only to the extent that they exceed the
retirement benefits paid under Champion's retirement program, described above.
The agreements also provide a survivor retirement benefit for the wives of
Messrs. Nichols and Olson equal to 60% of the retirement benefit payable
thereunder to the respective executives. Under the agreements, upon retirement
Messrs. Nichols and Olson will receive the present value of all of their
retirement benefits, other than the portion attributable to the qualified
pension plan, in a lump sum.

EMPLOYMENT AND SEVERANCE AGREEMENTS

Termination Absent a Change in Control

Champion has employment agreements with Messrs. Nichols and Olson which
provide for minimum annual salaries of $700,000 and $800,000, respectively. If
employment is terminated by Champion without cause other than within three years
after a change in control of Champion, Messrs. Nichols and Olson are entitled to
severance pay for two years at annual rates of $1,700,000 and $2,300,000,
respectively, as well as the continuation for two years of certain employee
benefits, including medical, dental and disability coverages. These agreements
also provide certain retirement benefits, as discussed above under "Pension Plan
Table".

Champion has agreements with Messrs. Barnard, Griffin and Porterfield which
provide that, if employment is terminated by Champion without cause other than
within three years after a change in control of Champion, they are entitled to
severance pay for two years at annual rates of $912,000, $677,500 and $937,000,
respectively, as well as the continuation for two years of certain employee
benefits, including medical, dental and disability coverages.

I-11
<PAGE> 30

Termination Following a Change in Control

All of these agreements provide for the payment in a lump sum of the
following amounts if the named executive is terminated without cause within
three years after a change in control of Champion: (i) severance pay at the
annual rates referred to above, and medical, dental and disability coverages,
for two years in the event of certain types of terminations or three years in
the event of other types of terminations; (ii) the present value of all of the
named executive's retirement benefits, other than the portion attributable to
Champion's qualified pension plan, after providing credit for two additional
years of service in the event of certain types of terminations or three
additional years of service in the event of other types of terminations; and
(iii) an amount (grossed up for income tax purposes) sufficient to pay any
applicable excise tax on benefits received in connection with a change in
control in excess of the amount determined under Section 280G of the Internal
Revenue Code. The agreements also provide that, under certain circumstances,
Champion settle the named executive's stock options and tandem SARs for cash
equal to the difference between the change in control tender offer price and the
exercise price. In addition, provision is made for the payment of legal expenses
if Champion refuses to make required payments under the agreements. The
agreements provide for the funding of the foregoing amounts through a trust when
a potential change in control occurs. Such funding has taken place, since the
execution of the merger agreement with International Paper Corporation and
Condor Acquisition Corporation on May 12, 2000 constituted a potential change in
control. Accordingly, Champion had placed into trust approximately $159 million
to fund its potential payment obligations. It is anticipated that an additional
approximately $40 million will be required largely as a result of the treatment
of options and restricted stock in the Merger Agreement.

With respect to Messrs. Olson and Nichols, the Merger Agreement provides
that, upon certain terminations of employment after being available for
continued service with Champion through December 31, 2000, those executives will
receive benefits measured by a deemed severance period of three years; provided
that (i) such executive continues to be employed by Champion after the closing
date of the Merger and does not terminate his employment prior to December 31,
2000, (ii) the date of termination of such executive shall be at the election of
International Paper (if such termination occurs before December 31, 2000), (iii)
such executive agrees that he will not knowingly make any statement or take any
action that would disparage or otherwise harm International Paper, Champion or
their respective businesses or reputations or that of their officers, directors
or shareholders and (iv) such executive agrees that until the earlier of
December 31, 2000 or the termination of his employment at the election of
International Paper, he will fully cooperate with International Paper by
providing it with such information about Champion (and other companies to the
extent such information is not covered by a confidentiality agreement) as it may
reasonably request and will use his reasonable best efforts to take all actions
necessary or desirable to effect an orderly and expeditious integration of
Champion and International Paper after the closing of the Merger.

General Provisions

Champion's obligation to make the payments provided for in these agreements
is subject to certain conditions. Such conditions require, among other things,
that following termination of employment the named executive provide such
assistance in litigation as may reasonably be requested by Champion and refrain
from actions, such as competition against Champion and disclosure of
confidential information relating to Champion, that would be materially
detrimental to Champion.

For the purpose of these agreements, "termination" means involuntary
discharge as well as the named executive's decision to terminate employment
following specified types of constructive discharge, including diminution of
responsibility, reduction of salary or (if within three years after a change in
control) relocation beyond a specified area. "Cause" means an act of dishonesty
constituting a felony and resulting or intended to result in personal gain at
the expense of Champion. "Change in control" means (a) the acquisition by any
person of securities representing 30% or more of the combined voting power of
Champion's securities, (b) a change in the composition of a majority of the
Board under certain circumstances, (c) certain mergers and consolidations or (d)
approval by shareholders of the liquidation of Champion or the consummation of
an agreement for the disposition of all or substantially all of its assets. The
closing of the Offer pursuant to the Merger Agreement with International Paper
Corporation will constitute a change in control.
I-12
<PAGE> 31

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Day is one of the three outside directors who comprise the Compensation
and Stock Option Committee of the Board of Directors. He is a limited partner
and former general partner of Goldman, Sachs & Co., which provides investment
banking and financial advisory services to Champion, including in connection
with the Merger.

Mr. Day retired as a general partner of Goldman Sachs in 1986. Since then,
he has had no role in the management of and has not shared in the profits of
Goldman Sachs. As a limited partner, his financial interest in Goldman Sachs
consists solely of the receipt of a fixed rate of return on the capital
contribution that he made to the firm prior to his retirement as a general
partner. This return is not dependent upon or affected in any way by the
services that Goldman Sachs performs for Champion.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Champion and its subsidiaries have transactions in the ordinary course of
business with organizations with which certain of Champion's directors are
associated. In 1999, none of those transactions was sufficiently significant to
be reportable, and management believes that all were on substantially the same
terms as those prevailing at the time for comparable transactions with other
persons. It is expected that similar transactions with such organizations will
take place in the future.

I-13
<PAGE> 32

- --------------------------------------------------------------------------------

SCHEDULE II

[GOLDMAN SACHS LETTERHEAD]

PERSONAL AND CONFIDENTIAL

- --------------------------------------------------------------------------------

May 12, 2000

Board of Directors
Champion International Corporation
One Champion Plaza
Stamford, CT 06921

Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view
to the holders (other than International Paper Company ("IP")) of the
outstanding shares of Common Stock, par value $0.50 per share (the "Shares"), of
Champion International Corporation (the "Company") of the Consideration (as
defined below) to be received by such holders pursuant to the Agreement and Plan
of Merger, by and among IP, Condor Acquisition Corporation, a direct
wholly-owned subsidiary of IP ("Merger Sub"), and the Company (the "Agreement").
The Agreement provides for an offer to purchase all of the outstanding Shares
(the "Offer") pursuant to which Merger Sub will pay $50 in cash, plus a number
of shares of Common Stock, par value $1.00 per share, of IP (the "IP Common
Stock") based upon the average of the closing prices per share of IP Common
Stock on the New York Stock Exchange, Inc. Composite Tape, plus, under certain
circumstances, cash interest at the rate of 8% per annum on the consideration
offered in the Offer, all as more fully set forth in the Agreement, for each
Share accepted (the "Consideration"). The Agreement further provides that
following completion of the Offer, Merger Sub will be merged with and into the
Company (the "Merger") and each outstanding Share (other than Shares already
owned by Merger Sub) will be exchanged for the same Consideration paid in the
Offer.

Goldman, Sachs & Co., as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. We are familiar with
the Company having provided certain investment banking services to the Company
from time to time, including having acted as financial advisor to the Company in
connection with the acquisition of Industria de Papel Arapoti S.A. and
Bamerindus Agro-Florestal Ltda. in January 1998, the divestiture of its
newsprint operations in June 1998, the divestiture of its Belvidere ovenable
tray business in September 1998, the divestiture of its Canton mill and related
facilities in May 1999, the divestiture of its Deferiet mill in June 1999, and
the proposed merger of the Company with a wholly-owned subsidiary of UPM-Kymmene
Corporation announced in February 2000; having acted as underwriter in various
public offerings of debt securities by the Company, including having acted as
lead managing underwriter of $100 million of 6.65% Notes due 2037 and $100
million of 7.15% Debentures due 2027 in December 1997; and having acted as the
Company's financial advisor in connection with, and having participated in
certain of the negotiations leading to, the Agreement. We have also provided
certain investment banking services to IP from time to time, including acting as
dealer for IP's commercial paper program, and may provide investment banking
services in the future to IP. Goldman, Sachs & Co. provides a full range of
financial advisory and securities services and, in the course of its normal
trading activities, may from time to time effect transactions and hold
securities, including derivative securities, of the Company and of IP for its
own account and for the accounts of customers.

In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Shareholders and Annual Reports on Form 10-K of the
Company and IP for the five years ended

II-1
<PAGE> 33
Champion International Corporation
May 12, 2000
Page 2

December 31, 1999; certain interim reports to shareholders and Quarterly Reports
on Form 10-Q of the Company and IP; certain other communications from the
Company and IP to their respective shareholders; and certain internal financial
analyses and forecasts for the Company and IP prepared by the managements of the
Company and IP. We also have held discussions with members of the senior
management of the Company and IP regarding their assessment of the strategic
rationale for, and potential benefits of, the transaction contemplated by the
Agreement, the past and current business operations, financial condition and
future prospects of their respective companies and of the combined operations of
the Company and IP, and certain cost savings and operating synergies projected
by the managements of the Company and IP to result from the transaction
contemplated by the Agreement. In addition, we have reviewed the reported price
and trading activity for the Shares and the IP Common Stock, compared certain
financial and stock market information for the Company and IP with similar
information for certain other companies the securities of which are publicly
traded, reviewed the financial terms of certain recent business combinations in
the paper and forest products industry specifically and in other industries
generally and performed such other studies and analyses as we considered
appropriate.

We have relied upon the accuracy and completeness of all of the financial and
other information discussed with or reviewed by us and have assumed such
accuracy and completeness for purposes of rendering this opinion. We have also
assumed that all material governmental, regulatory or other consents and
approvals necessary for the consummation of the transaction contemplated by the
Agreement will be obtained without any adverse effect on the Company or IP or on
the contemplated benefits of the transaction contemplated by the Agreement. In
addition, we have not made an independent evaluation or appraisal of the assets
and liabilities of the Company or IP or any of their respective subsidiaries and
we have not been furnished with any such evaluation or appraisal.

Our advisory services and the opinion expressed herein are provided for the
information and assistance of the Board of Directors of the Company in
connection with its consideration of the transaction contemplated by the
Agreement and such opinion does not constitute a recommendation as to whether or
not any holder of Shares should tender such Shares in connection with the Offer
or as to how any holder of Shares should vote with respect to the Merger.

Based upon and subject to the foregoing and based upon such other matters as we
consider relevant, it is our opinion that as of the date hereof the
Consideration to be received by the holders (other than IP) of Shares in the
Offer and the Merger is fair from a financial point of view to the holders of
Shares.

Very truly yours,

/s/ Goldman, Sachs & Co.
- ---------------------------------------------------------
(GOLDMAN, SACHS & CO.)

II-2
<PAGE> 34

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(a)(1) Exchange Offer Prospectus, dated May 12, 2000 (incorporated
herein by reference to the Registration Statement on Form
S-4 of International Paper Company dated May 19, 2000).
(a)(2) Letter of Transmittal (incorporated herein by reference to
Exhibit 99.1 to the Registration Statement on Form S-4 of
International Paper Company dated May 19, 2000).
(a)(3) Chairman's Letter to Shareholders of Champion International
Corporation, dated May 19, 2000.
(a)(4) Press Release of Champion International Corporation, dated
May 12, 2000 (incorporated herein by reference to Champion
International Corporation's Rule 425 filing dated May 15,
2000).
(e)(1) Agreement and Plan of Merger, dated as of May 12, 2000,
among Champion International Corporation, International
Paper Company and Condor Acquisition Corporation
(incorporated by reference to Champion International
Corporation's Current Report on Form 8-K, dated May 17,
2000).
(e)(2) Opinion of Goldman, Sachs & Co. to the Board of Directors of
Champion International Corporation, dated May 12, 2000
(included as Schedule II hereto).
(e)(3) Agreement dated as of September 18, 1997 between Champion
International Corporation and Richard E. Olson providing
certain employment, severance and retirement arrangements
(incorporated by reference to Exhibit 10.11 to Champion
International Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997).
(e)(4) Agreement Relating to Legal Expenses dated September 18,
1997 between Champion International Corporation and Richard
E. Olson providing reimbursement of certain legal expenses
following a change in control of Champion (incorporated by
reference to Exhibit 10.12 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997).
(e)(5) Amendment dated as of May 28, 1999 to Agreement dated as of
September 18, 1997 between Champion International
Corporation and Richard E. Olson (incorporated by reference
to Exhibit 10.1 to Champion International Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(e)(6) Agreement dated as of October 18, 1990 between Champion
International Corporation and Kenwood C. Nichols providing
certain employment, severance and retirement arrangements
(incorporated by reference to Exhibit 10.16 to Champion
International Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1990).
(e)(7) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and Kenwood C.
Nichols providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.17 to
Champion International Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1990).
(e)(8) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and Kenwood C. Nichols (incorporated by
reference to Exhibit 10.18 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1991).
(e)(9) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and Kenwood C. Nichols (incorporated by reference to Exhibit
10.2 to Champion International Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
</TABLE>
<PAGE> 35

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(e)(10) Agreement dated as of October 18, 1990 between Champion
International Corporation and L. Scott Barnard providing
certain severance arrangements (incorporated by reference to
Exhibit 10.31 to Champion International Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996).
(e)(11) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and L. Scott
Barnard providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.32 to
Champion International Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1996).
(e)(12) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and L. Scott Barnard (incorporated by reference
to Exhibit 10.33 to Champion International Corporation's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996).
(e)(13) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and L. Scott Barnard (incorporated by reference to Exhibit
10.4 to Champion International Corporation's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1999).
(e)(14) Agreement dated as of October 18, 1990 between Champion
International Corporation and Richard L. Porterfield
providing certain severance arrangements (incorporated by
reference to Exhibit 10.34 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
(e)(15) Agreement Relating to Legal Expenses dated October 18, 1990
between Champion International Corporation and Richard L.
Porterfield providing reimbursement of certain legal
expenses following a change in control of Champion
International Corporation (incorporated by reference to
Exhibit 10.35 to Champion International Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996).
(e)(16) Amendment dated as of September 19, 1991 to Agreement dated
as of October 18, 1990 between Champion International
Corporation and Richard L. Porterfield (incorporated by
reference to Exhibit 10.36 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996).
(e)(17) Amendment dated as of May 28, 1999 to Agreement dated as of
October 18, 1990 between Champion International Corporation
and Richard L. Porterfield (incorporated by reference to
Exhibit 10.3 to Champion International Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(e)(18) Agreement dated as of May 28, 1999 between Champion
International Corporation and Thomas L. Griffin providing
certain severance arrangements (incorporated by reference to
Exhibit 10.5 to Champion International Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999).
(e)(19) Agreement Relating to Legal Expenses dated May 28, 1999
between Champion International Corporation and Thomas L.
Griffin providing reimbursement of certain legal expenses
following a change in control of Champion International
Corporation (incorporated by reference to Exhibit 10.7 to
Champion International Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
(e)(20) Amendment dated as of May 28, 1999 to Agreement dated as of
May 28, 1999 between Champion International Corporation and
Thomas L. Griffin (incorporated by reference to Exhibit 10.6
to Champion International Corporation's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999).
</TABLE>
<PAGE> 36

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
(e)(21) Trust Agreement dated as of February 19, 1987 between
Champion International Corporation and Fleet National Bank
securing certain payments under the contracts listed as
Exhibit numbers (e)(3) through (e)(20), among others,
following a change in control of Champion (incorporated by
reference to Exhibit 19.11 to Champion International
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1987).
(e)(22) Amendment dated as of August 18, 1988 to Trust Agreement
dated as of February 19, 1987 between Champion International
Corporation and Fleet National Bank (incorporated by
reference to Exhibit 10.29 to Champion International
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1988).
(e)(23) Second Amendment dated as of October 1, 1999 to Trust
Agreement dated as of February 19, 1987 between Champion
International Corporation and Fleet National Bank
(incorporated by reference to Exhibit 10.8 to Champion
International Corporation's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1999).
(e)(24) Third Amendment dated as of December 1, 1999 to Trust
Agreement dated as of February 19, 1987 between Champion
International Corporation and Fleet National Bank
(incorporated by reference to Exhibit 10.34 to Champion
International Corporation's Annual Report on Form 10-K for
the year ended December 31, 1999).
</TABLE>

<PAGE> 1

[CHAMPION INTERNATIONAL LETTERHEAD]
One Champion Plaza

Stamford, Connecticut 06921

May 19, 2000

Dear Shareholders:

On May 12, 2000, the Board of Directors of Champion International
Corporation approved an Agreement and Plan of Merger providing for the
acquisition of Champion by International Paper Company.

In accordance with the Merger Agreement, International Paper, through a
wholly owned subsidiary, has today commenced an offer to exchange each
outstanding share of Champion common stock, including the associated preferred
stock purchase rights, for $50 in cash and $25 of International Paper common
stock (based on the average trading price of International Paper common stock
during a designated period prior to the closing of the offer). However, if the
average trading price per share of International Paper common stock during the
designated period prior to closing is less than $34, shareholders will receive
$50 in cash and .7353 of a share of International Paper common stock for each
outstanding share of Champion common stock. In addition, if the offer is not
completed by June 16, 2000 due to unanticipated delays in obtaining regulatory
approvals, the $75 per share offer consideration will be increased by an amount
in cash calculated at the rate of 8% per year from June 16 until the completion
of the offer.

The completion of the offer is subject to, among other things, at least
two-thirds of Champion's outstanding shares, determined on a fully-diluted
basis, being validly tendered and not withdrawn prior to the expiration of the
offer. Following completion of the offer and the satisfaction or waiver of
certain other conditions, an International Paper subsidiary will be merged with
and into Champion, and each outstanding Champion share (other than shares held
by International Paper or Champion and by dissenting shareholders if the merger
is completed as a short-form merger) will be converted into the right to receive
the same consideration that is being offered in the exchange offer.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER; HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, CHAMPION AND ITS SHAREHOLDERS; AND
UNANIMOUSLY RECOMMENDS THAT CHAMPION SHAREHOLDERS ACCEPT THE OFFER AND TENDER
THEIR SHARES IN THE OFFER.

In arriving at its recommendation, the Champion Board of Directors gave
careful consideration to a number of factors which are described in the attached
Schedule 14D-9, including, among other things, the opinion of Goldman, Sachs &
Co., Champion's financial advisor, that, as of May 12, 2000, the consideration
to be received by Champion shareholders (other than International Paper)
pursuant to the offer and merger was fair from a financial point of view to such
shareholders. The full text of the opinion of Goldman Sachs, which sets forth
the assumptions made, matters considered and limitations on the review
undertaken in connection with the opinion, is attached to the Schedule 14D-9.

Accompanying this letter and Schedule 14D-9 is International Paper's
exchange offer prospectus, dated May 19, 2000, together with related materials
to be used for tendering your shares. These documents set forth the terms and
conditions of the offer and the merger and additional information on how to
tender your shares. We urge you to read these materials carefully. If you need
assistance in tendering your shares, please contact the information agent for
the offer, Innisfree M&A Incorporated, at its address or telephone number
appearing on the back cover of the prospectus for the exchange offer.

On behalf of the Board of Directors and management of Champion, we thank
you for your support.

Sincerely,

/s/ Richard E. Olson
RICHARD E. OLSON
Chairman and
Chief Executive Officer