0000950130-95-001792.txt : 19950905 0000950130-95-001792.hdr.sgml : 19950905 ACCESSION NUMBER: 0000950130-95-001792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950829 ITEM INFORMATION: Other events FILED AS OF DATE: 19950901 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03053 FILM NUMBER: 95569993 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 29, 1995 -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) CHAMPION INTERNATIONAL CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW YORK -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-3053 13-1427390 ---------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) One Champion Plaza, Stamford, Connecticut 06921 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 358-7000 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Page 1 of 3 pages ITEM 5. Other Events (a) Recent Financing On September 1, 1995, the Registrant completed the sale of $150,000,000 aggregate principal amount of its 7.10% Notes due September 1, 2005 (the "Notes") and $150,000,000 aggregate principal amount of its 7.75% Debentures due September 1, 2025 (the "Debentures"). Net proceeds of approximately $296,806,500 will be applied to the payment at maturity of a portion of the Company's commercial paper and notes payable to banks. The Notes and Debentures were issued under an Indenture dated as of May 1, 1992 between the Registrant and Chemical Bank, as trustee. EXHIBITS 1.1 Pricing Agreement, dated August 29, 1995, among the Registrant and Goldman, Sachs & Co. and Salomon Brothers Inc, the Underwriters named in Schedule I thereto, relating to the offer and sale of the Registrant's 7.10% Notes due September 1, 2005 and 7.75% Debentures due September 1, 2025 4.1 Form of Note for the Registrant's 7.10% Notes due September 1, 2005 4.2 Form of Debenture for the Registrant's 7.75% Debentures due September 1, 2025 12 Statement re computation of ratios of earnings to fixed charges Page 2 of 3 Pages SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Champion International Corporation By: /s/ Lawrence A. Fox ------------------------------------- Lawrence A. Fox, Secretary Dated: September 1, 1995 Page 3 of 3 pages EX-1.1 2 PRICING AGREEMENT DATED 8/29/95 EXHIBIT 1.1 PRICING AGREEMENT ----------------- August 29, 1995 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Dear Sirs: Champion International Corporation (the "Company") proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 29, 1995 (the "Underwriting Agreement"), between the Company on the one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Unless otherwise provided herein, each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Prospectus in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed, or in the case of a supplement mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us 8 counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Champion International Corporation By: /s/ T.L. Hart ................................ Accepted as of the date hereof: Goldman, Sachs & Co. /s/ Goldman, Sachs & Co. .................................... (Goldman, Sachs & Co.) Salomon Brothers Inc By: /s/ James Treco ................................... Name: Title: 2 SCHEDULE I
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF NOTES DEBENTURES TO BE TO BE UNDERWRITER PURCHASED PURCHASED ----------- --------- --------- Goldman, Sachs & Co.............. $75,000,000 $75,000,000 Salomon Brothers Inc............. 75,000,000 75,000,000 ------------ ------------ Total........................ $150,000,000 $150,000,000 ============ ============
I-1 SCHEDULE II Title of Designated Securities: 7.10% Notes due September 1, 2005 (the "Notes") 7.75% Debentures due September 1, 2025 (the "Debentures") Aggregate principal amount: Notes: $150,000,000 Debentures: $150,000,000 Price to Public: 99.893% of the principal amount of the Notes, plus accrued interest from September 1, 1995 99.503% of the principal amount of the Debentures, plus accrued interest from September 1, 1995 Purchase Price by Underwriters: 99.243% of the principal amount of the Notes, plus accrued interest from September 1, 1995 98.628% of the principal amount of the Debentures, plus accrued interest from September 1, 1995 Specified funds for payment of purchase price: Same-day Funds Indenture: Indenture, dated as of May 1, 1992, between the Company and Chemical Bank, as Trustee Maturity: Notes: September 1, 2005 Debentures: September 1, 2025 Interest Rate: Notes: 7.10% Debentures: 7.75% Interest Payment Dates: March 1 and September 1 Redemption Provisions: No provisions for redemption Sinking Fund Provisions: No sinking fund provisions Time of Delivery: September 1, 1995, at 9:30 a.m. Closing Location: Sullivan & Cromwell 250 Park Avenue New York, New York 10077 II-1 Names and addresses of Representatives: Goldman, Sachs & Co. Salomon Brothers Inc 85 Broad Street Seven World Trade Center New York, New York 10004 New York, New York 10048 Other Terms Each of the Notes and the Debentures will represent a separate series of Designated Securities for purposes of the Underwriting Agreement and this Pricing Agreement. Each of the Notes and the Debentures will settle in the Same-Day Funds Settlement System of The Depository Trust Company. II-2 EX-4.1 3 FORM OF NOTE 7.10% DUE 9/01/2005 EXHIBIT 4.1 Unless this certificate is presented by an authorized representative of The Depository Trust Company, 55 Water Street, New York, New York 10004 to Champion International Corporation or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of Cede & Co., and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary. REGISTERED PRINCIPAL AMOUNT: $150,000,000 NO. FXR-1 CUSIP 158525AP0 CHAMPION INTERNATIONAL CORPORATION 7.10% Note due September 1, 2005 Champion International Corporation, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., a nominee of The Depository Trust Company or registered assigns, the principal sum of One Hundred Fifty Million Dollars ($150,000,000) on September 1, 2005, and to pay interest thereon from September 1, 1995 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and September 1 in each year, commencing March 1, 1996, at the rate of 7.10% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7.10% per annum on any overdue principal and premium, if any and on any overdue instalment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the -------- ------- option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: September 1, 1995 CHAMPION INTERNATIONAL CORPORATION By -------------------------------- Attest: ------------------------- Secretary (SEAL) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHEMICAL BANK, as Trustee By -------------------------- Authorized Officer -2- CHAMPION INTERNATIONAL CORPORATION 7.10% Note due September 1, 2005 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 1, 1992 (herein called the "Indenture"), between the Company and Chemical Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. -3- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series do not provide for a sinking fund. The Securities of this series will not be redeemable. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. -4- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants UNIF GIFT in common MIN ACT - ______ Custodian_______ (Cust) (Minor) TEN ENT - as tenants by Under Uniform Gifts to the entireties Minors Act ____________________________ JT TEN - as joint tenants with State right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ____________________ FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________ _____________________________________ ________________________________________________________________________________ Please print or typewrite name and address, including postal zip code of assignee ________________________________________________________________________________ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:_______________ ______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. -5- EX-4.2 4 FORM OF DEBENTURE 7.75% DUE 9/01/2025 EXHIBIT 4.2 Unless this certificate is presented by an authorized representative of The Depository Trust Company, 55 Water Street, New York, New York 10004 to Champion International Corporation or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of Cede & Co., and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary. REGISTERED PRINCIPAL AMOUNT: $150,000,000 NO. FXR-1 CUSIP 158525AQ8 CHAMPION INTERNATIONAL CORPORATION 7.75% Debenture due September 1, 2025 Champion International Corporation, a corporation duly organized and existing under the laws of the State of New York (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., a nominee of The Depository Trust Company or registered assigns, the principal sum of One Hundred Fifty Million Dollars ($150,000,000) on September 1, 2025, and to pay interest thereon from September 1, 1995 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and September 1 in each year, commencing March 1, 1996, at the rate of 7.75% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7.75% per annum on any overdue principal and premium, if any and on any overdue instalment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the -------- ------- option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: September 1, 1995 CHAMPION INTERNATIONAL CORPORATION By -------------------------------- Attest: ----------------------------- Secretary (SEAL) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CHEMICAL BANK, as Trustee By ------------------------- Authorized Officer -2- CHAMPION INTERNATIONAL CORPORATION 7.75% Debenture due September 1, 2025 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of May 1, 1992 (herein called the "Indenture"), between the Company and Chemical Bank, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $150,000,000. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. -3- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series do not provide for a sinking fund. The Securities of this series will not be redeemable. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. -4- ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants UNIF GIFT in common MIN ACT - ______ Custodian_______ (Cust) (Minor) TEN ENT - as tenants by Under Uniform Gifts to the entireties Minors Act ____________________________ JT TEN - as joint tenants with State right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ____________________ FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _____________________________________ _____________________________________ ________________________________________________________________________________ Please print or typewrite name and address, including postal zip code of assignee ________________________________________________________________________________ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ________________________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:_______________ ______________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever. -5- EX-12 5 STATEMENT RE COMPUTATION OF RATIO OF EARNINGS EXHIBIT 12 (Unaudited) CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES Computation of Ratios of Earnings to Fixed Charges (In thousands of dollars, except ratio data)
Six Months Ended Years Ended December 31, June 30, ----------------------------------------------------- -------------------- 1990 1991 1992 1993 1994 1994 1995 -------- -------- -------- --------- -------- --------- -------- Income (Loss) From Continuing Operations $222,623 $ 40,343 $ 13,920 ($134,454) $ 63,305 ($ 62,084) $318,758 Add (Deduct): Income Taxes 196,964 37,855 (4,328) (31,222) 24,951 (23,975) 205,621 Portion of Rents Representative of an Interest Factor 10,404 9,245 8,694 8,401 8,373 3,872 3,867 Interest Expense on all Indebted- ness 228,884 264,666 249,732 262,558 248,079 122,106 121,131 Capitalized Interest (72,467) (54,139) (43,437) (37,900) (12,993) (6,679) (6,603) Preferred Stock Dividends of Weldwood of Canada 23 9 --- --- --- --- --- Equity Income of, Less Dividends Received From, Unconsolidated Affiliates (2,263) (1,931) (972) (463) (337) (170) (80) -------- -------- -------- --------- -------- -------- -------- Income (Loss), as adjusted $584,168 $296,048 $223,609 $ 66,920 $331,378 $ 33,070 $642,694 ======== ======== ======== ========= ======== ======== ======== Fixed Charges: Portions of Rents Representative of an Interest Factor $10,404 $9,245 $8,694 $8,401 $8,373 $3,872 $3,867 Interest Expense on all Indebted- ness 228,884 264,666 249,732 262,558 248,079 122,106 121,131 Preferred Stock Dividends of Weldwood of Canada 23 9 --- --- --- --- --- -------- -------- -------- --------- -------- -------- -------- Fixed Charges $239,311 $273,920 $258,426 $270,959 $256,452 $125,978 $124,998 ======== ======== ======== ========= ======== ======== ======== Ratio of Earnings to Fixed Charges 2.44 1.08 .87 .25 1.29 .26 5.14 ======== ======== ======== ========= ======== ======== ========