Exhibit (a)(6)
JP MORGAN
Morgan Guaranty
Trust Company of
New York
May 23, 2000
TO: Participants in the Savings Plans of
Champion International Corporation and its Affiliates
RE: Exchange Offer by International Paper Company
for Champion International Corporation Common Stock
In accordance with the terms of the Merger Agreement that Champion
International Corporation has entered into with International Paper
Company, a wholly owned subsidiary of International Paper has commenced an
offer to exchange each outstanding share of Champion common stock (the
"Shares") for a combination of (i) $50 in cash and (ii) shares of
International Paper common stock with a value of $25 (based on the average
trading price of International Paper common stock prior to the closing of
the exchange offer, except that if the average trading price is less than
$34 per share, the number of shares of International Paper common stock
will be fixed at .7353). The terms and conditions of the exchange offer are
more completely described in the Offer to Exchange and related Letter of
Transmittal, copies of which are enclosed.
Your Savings Plan gives you the power to direct the Savings Plan
trustee confidentially whether or not to exchange Shares which you
beneficially own in your Savings Plan. A yellow Participant's Instruction
Form is enclosed for your purpose. PLEASE USE THE YELLOW PARTICIPANT'S
INSTRUCTION FORM TO DIRECT THE TRUSTEE WHETHER OR NOT TO EXCHANGE YOUR
SHARES. PLEASE FILL OUT AND RETURN THE YELLOW FORM TO MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, THE PLAN TRUSTEE, IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.
Do NOT return the yellow Participant's Instruction Form to Champion
or to ChaseMellon Shareholder Services, L.L.C., the exchange agent. Do NOT
complete or return the enclosed blue Letter of Transmittal , which is being
furnished to you only for your information.
If you wish to direct the trustee to exchange all or some or none
of your Shares in the Savings Plan, you must fill out and sign the enclosed
yellow Participant's Instruction Form and return it so that it is received
by the trustee before 5:00 P.M. New York City time, Thursday, June 15, 2000
(unless the exchange offer is extended). If you do not complete and return
the yellow Participant's Instruction Form in a timely fashion, your Savings
Plan provides that the trustee cannot exchange your Shares.
Cash received upon completion of the exchange offer for any Shares
in the Savings Plan which you exchange will be initially invested in the
Savings Plan in the Stable Value Fund, and thereafter will be subject to
your direction as to reinvestment in accordance with the usual procedures.
If you do not exchange your Shares, and the exchange offer is completed
without them, then, when the subsequent merger of the International Paper
subsidiary with Champion occurs, each Share will be converted into the same
consideration which you would have received if you had exchanged your
Shares. However, if you do not, in a timely fashion, send a properly
executed yellow Participant's Instruction Form directing the trustee to
exchange your Shares in the Savings Plan, you will have delayed your
ability to reinvest the cash portion of the consideration.
If you have questions or need additional information, please call
Morgan Guaranty Trust Company of New York at 1-800-323-6334.
IF THE SAVINGS PLAN TRUSTEE DOES NOT RECEIVE A PROPERLY COMPLETED
AND SIGNED YELLOW PARTICIPANT'S INSTRUCTION FORM FROM YOU BY 5:00 P.M. NEW
YORK CITY TIME, THURSDAY, JUNE 15, 2000 (UNLESS THE EXCHANGE OFFER IS
EXTENDED), YOUR SHARES IN THE SAVINGS PLAN WILL NOT BE EXCHANGED IN THE
EXCHANGE OFFER.
Very truly yours,
Morgan Guaranty Trust Company of New York
A subsidiary of
J.P. Morgan & Co.
Incorporated
