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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
(AMENDMENT NO. 2)
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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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This Amendment No. 2 ("Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), initially filed with the Securities and Exchange Commission on May
19, 2000, by Champion International Corporation, a New York corporation
("Champion"), relating 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"), to exchange each outstanding share of 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"), for (i) $50 net to the seller in cash and (ii) $25 of
International Paper common stock (subject to adjustment). Unless otherwise
defined herein, all capitalized terms used herein shall have the respective
meanings given such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
(e) All of the information in the Prospectus included in Amendment
No. 2 to the Registration Statement on Form S-4 of International Paper
relating to shares of its common stock to be issued in the Offer and the
Merger is hereby incorporated by reference.
ITEM 9. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended by addition of the
following exhibits:
Exhibit No. Description
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(a)(8) Exchange Offer Prospectus relating to International
Paper's shares of common stock to be issued in the Offer
and the Merger (incorporated by reference to Amendment
No. 2 to the Registration Statement on Form S-4 of
International Paper, filed on June 9, 2000).
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
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Name: Stephen B. Brown
Title: Senior Vice President and General
Counsel
EXHIBIT INDEX
Exhibit No. Description
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(a)(8) Exchange Offer Prospectus relating to International
Paper's shares of common stock to be issued in the Offer
and the Merger (incorporated by reference to Amendment
No. 2 to the Registration Statement on Form S-4 of
International Paper, filed on June 9, 2000).
