-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OU2HLWPIMqF1fEf/AQzLmQb6eioa5F9QRQBzNzaqkL2MZiRHtXFf6V4MYlvG8KeQ Ak7tMaFfnJ5ZfxW/CRZhYw== 0000950127-00-000159.txt : 20000322 0000950127-00-000159.hdr.sgml : 20000322 ACCESSION NUMBER: 0000950127-00-000159 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPION INTERNATIONAL CORP CENTRAL INDEX KEY: 0000019150 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 131427390 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-03053 FILM NUMBER: 574637 BUSINESS ADDRESS: STREET 1: ONE CHAMPION PLAZA CITY: STAMFORD STATE: CT ZIP: 06921 BUSINESS PHONE: 2033587000 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES PLYWOOD CHAMPION PAPERS IN DATE OF NAME CHANGE: 19720821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UPM KYMMENE CORP CENTRAL INDEX KEY: 0001089642 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ETELAESPLANADI 2 STREET 2: FIN 00130 CITY: HELINSINKI FINLAND STATE: H9 ZIP: 00000 BUSINESS PHONE: 3582045111 MAIL ADDRESS: STREET 1: ETELAESPINADI 2 CITY: HELSINKI 425 1 PRESENTATION POSTED ON WEBSITE 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 21, 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] UPM-Kymmene Key figures - January-February 2000 1-2/2000 %-change vs. 99 Paper production 1.167 mill.t +13% Wood industry production 469.000m3 +22% Turnover 1 414 MEUR +16% Operating profit 215 MEUR +71% - ------------------------------------------------ Operating profit 15.2% (9.0%) [Slide 3] Current Champion - Earnings per share [Bar graph representing the following information: Earnings per share USD USD IBES estimate US 1995 8.01 1996 1.48 1997 -5.72 1998 0.79 1999 2.43 2000 4.2 2001 7.07] -----END PRIVACY-ENHANCED MESSAGE-----