Filed by UPM-Kymmene Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed the pursuant to Rule 14a-12
of the Securities Act of 1934
Subject Company: Champion International Corporation
Commission File No.: 001-03053
[Presentation posted by UPM-Kymmene Corporation
on its web site on March 8, 2000]
[Slide 1]
These materials contain certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' ability to
control or estimate precisely, such as future market conditions, the behavior of
other market participants and the actions of governmental regulators. These and
other risk factors are detailed in the two companies' SEC reports. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of these materials. The companies do not undertake any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of these materials.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. Such joint proxy statement/prospectus will be filed with
the Securities and Exchange Commission by UPM-Kymmene and Champion
International. Investors and security holders may obtain a free copy of the
joint proxy statement/ prospectus (when available) and other related documents
filed by UPM-Kymmene and Champion International at the Commission's website at
www.sec.gov. The joint proxy statement/prospectus and the other documents may
also be obtained from UPM-Kymmene by contacting UPM-Kymmene, Attn: Reko
Aalto-Setala, Etelaesplanadi 2, FIN-00101 Helsinki, Finland, and/or Champion
International by contacting Champion International, Attn: Tom Hart, One Champion
Plaza, Stamford, Connecticut 06921.
Champion International, its directors, executive officers and certain other
members of Champion International management and employees may be soliciting
proxies from Champion International shareholders in favor of the merger.
Information concerning the participants will be set forth in the joint proxy
statement/prospectus when it is filed with the Securities and Exchange
Commission.
[Slide 2]
[Pie charts representing the following data:]
Creates Large Base of US and Investors
Pre-Merger(1)(2) Post-Merger(2)
BP Amoco 46% (USA) 35% (USA)
45% (Europe) 50% (Europe)
9% (Rest of World) 15% (Rest of World)
(As of 12/31/99)
Daimler Chrysler 44% (USA) 26% (USA)
44% (Europe) 65% (Europe)
12% (Rest of World) 9% (Rest of World)
(As of 10/31/99)
New Champion(2) 47% (Europe)
53% (USA)
Nokia(2) 50% (Europe)
45% (USA)
5% (Rest of World)
(1) Pro forma at merger announcement.
(2) Source: public filings, estimates by respective companies investor
relations department.]
