0000950130-95-001894.txt : 19950926 0000950130-95-001894.hdr.sgml : 19950926 ACCESSION NUMBER: 0000950130-95-001894 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 033-51217 FILED AS OF DATE: 19950922 SROS: NYSE 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62819 FILM NUMBER: 95575350 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 S-3 1 FORM S-3 REGISTRATION NO. 33- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CHAMPION INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 13-1427390 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ONE CHAMPION PLAZA STAMFORD, CONNECTICUT 06921 (203) 358-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- LAWRENCE A. FOX, ESQ. VICE PRESIDENT AND SECRETARY CHAMPION INTERNATIONAL CORPORATION ONE CHAMPION PLAZA STAMFORD, CONNECTICUT 06921 (203) 358-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: ALAN G. STRAUS, ESQ. PATRICIA A. CERUZZI, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM SULLIVAN & CROMWELL 919 THIRD AVENUE 250 PARK AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10177 (212) 735-3000 (212) 558-4000 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------- CALCULATION OF REGISTRATION FEE ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1)(2) PER UNIT(3) PRICE(3) FEE(2) ---------------------------------------------------------------------------------- Debt Securities........ $500,000,000(4) 100% $500,000,000 $172,413.80
------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (1) Or its equivalent in any other currency or composite currency. (2) $200,000,000 of the securities included above in the amount to be registered are being carried forward from the Registration Statement on Form S-3 of the Registrant (Registration No. 33-51217) pursuant to Rule 429(a). A filing fee of $68,965.52 was paid to register such securities in connection with such earlier Registration Statement and, accordingly, $103,448.28 is being paid in connection with the $300,000,000 new principal amount of securities being registered under this Registration Statement. (3) Estimated solely for the purpose of calculating the registration fee. (4) Plus such additional principal amount as may be necessary such that, if Debt Securities are issued with an original issue discount, the aggregate initial offering price of all debt securities will equal $500,000,000. ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ---------------- Pursuant to Rule 429(a), the prospectus that is a part of this Registration Statement also relates to the Registration Statement of the Registrant (Registration No. 33-51217). ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 1995 CHAMPION INTERNATIONAL CORPORATION DEBT SECURITIES ----------- Champion International Corporation (the "Company") may offer and sell from time to time up to $500,000,000 aggregate principal amount of its debt securities, consisting of debentures, notes and/or other nonconvertible, unsecured evidences of indebtedness (the "Debt Securities"). The Debt Securities may be offered as separate series on terms to be determined at the time of sale. The specified designation, aggregate principal amount, denominations, maturity, premium, if any, rate (which may be fixed or variable) and time of payment of any interest, terms for any redemption at the option of the Company or the holder, terms for any sinking fund payments, initial public offering price and other terms in connection with the offering and sale of the Debt Securities in respect of which this Prospectus is being delivered are set forth in the accompanying Prospectus Supplement (the "Prospectus Supplement"). Debt Securities may be denominated in United States dollars or, at the option of the Company if so specified in the applicable Prospectus Supplement, in any other currency or in composite currencies or in amounts determined by reference to an index. The Company may sell Debt Securities to or through underwriters, and also may sell Debt Securities directly to other purchasers or through agents. See "Plan of Distribution". Such underwriters may include Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon Brothers Inc or another underwriter acting alone or may be a group of underwriters represented by firms including Goldman, Sachs & Co., J.P. Morgan Securities Inc. or Salomon Brothers Inc. The accompanying Prospectus Supplement sets forth the names of any underwriters or agents involved in the sale of the Debt Securities in respect of which this Prospectus is being delivered, the principal amounts, if any, to be purchased by underwriters and the compensation, if any, of such underwriters or agents. ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------- The date of this Prospectus is , 1995. NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, WITH RESPECT TO PARTICULAR OFFERED DEBT SECURITIES (AS HEREINAFTER DEFINED), THE PROSPECTUS SUPPLEMENT RELATING THERETO, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AND, WITH RESPECT TO PARTICULAR OFFERED DEBT SECURITIES, THE PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF. ---------------- AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") two Registration Statements under the Securities Act of 1933, as amended (the "1933 Act"), with respect to the Debt Securities. This Prospectus does not contain all the information set forth in the Registration Statements, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Debt Securities, reference is hereby made to such Registration Statements, including the exhibits filed as part thereof. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. The Registration Statements (with exhibits), as well as such reports, proxy statements and other information, can be inspected and copied at the public reference facilities maintained by the Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices located at: Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can also be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, copies of such material and other information about the Company are available for inspection at the New York Stock Exchange, 20 Broad Street, New York, New York 10005. 2 INCORPORATION OF DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and the Company's Quarterly Reports on Form 10-Q for the three month periods ended March 31, 1995 and June 30, 1995, which have been filed by the Company under the 1934 Act, are incorporated by reference herein. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Debt Securities shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement as modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and all of the documents referred to above which have been or may be incorporated by reference herein, other than exhibits thereto (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Lawrence A. Fox, Esq., Vice President and Secretary, Champion International Corporation, One Champion Plaza, Stamford, Connecticut 06921; telephone number (203) 358-7000. THE COMPANY Champion International Corporation (the "Company") is one of the leading domestic manufacturers of paper for business communications, commercial printing, publications and newspapers. In addition, the Company is a major manufacturer of market pulp, plywood and lumber and owns or controls approximately 5,100,000 acres of timberlands in the United States. The Company's Canadian and Brazilian subsidiaries also own or control significant timber resources supporting their operations. The Company was incorporated under the laws of the State of New York in 1937. The principal executive offices of the Company are located at One Champion Plaza, Stamford, Connecticut 06921; telephone number (203) 358-7000. USE OF PROCEEDS Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of the Debt Securities will be added to the Company's general corporate funds and may be used to pay at maturity a portion of the Company's commercial paper and short-term notes which are classified as long-term debt for balance sheet purposes, to reduce or refinance long-term debt or for general corporate purposes. Prior to such application, all or a portion of the net proceeds may be invested in short-term investments. 3 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the Company's consolidated ratios of earnings to fixed charges for the periods shown.
YEARS ENDED DECEMBER 31, SIX MONTHS ------------------------------------------------------------ ENDED 1990 1991 1992(1) 1993(2) 1994 JUNE 30, 1995 ---- ---- ------- ------- ---- ------------- 2.44 1.08 0.87 0.25 1.29 5.14
-------- (1) For the twelve month period ended December 31, 1992, fixed charges exceeded earnings by $34.8 million. (2) For the twelve month period ended December 31, 1993, fixed charges exceeded earnings by $204 million. For the purpose of these ratios, earnings have been determined by adding fixed charges and income taxes to income from continuing operations and deducting therefrom (i) undistributed income of affiliates which are not wholly-owned and which are accounted for on an equity basis and (ii) capitalized interest. Fixed charges consist of (i) interest on indebtedness, including capitalized interest and amortization of debt discount and premium; (ii) the estimated portion of rent expense which approximates an interest factor; and (iii) preferred stock dividend requirements of a consolidated subsidiary. DESCRIPTION OF DEBT SECURITIES The following description of the terms of the Debt Securities sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt Securities") will be described in the Prospectus Supplement relating to such Offered Debt Securities. The Debt Securities are to be issued under an Indenture (the "Indenture"), dated as of May 1, 1992, between the Company and Chemical Bank, a corporation organized under the laws of the State of New York, as Trustee (the "Trustee"). A copy of the form of Indenture is filed as an exhibit to the Registration Statement. The following summaries of certain provisions of the Debt Securities and the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indenture, including the definitions therein of certain terms. Whenever particular provisions or defined terms in the Indenture are referred to, such provisions or defined terms are incorporated herein by reference. Section references used herein are references to the Indenture. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture. GENERAL The Debt Securities will be nonconvertible, unsecured obligations of the Company. The Debt Securities of any series may be issued in definitive form or, if provided in the Prospectus Supplement relating thereto, may be represented in whole or in part by a Global Security or Securities, registered in the name of a Depositary designated by the Company. Each Debt Security represented by a Global Security is referred to herein as a "Book-Entry Security". The Indenture does not limit the amount of Debt Securities that may be issued thereunder and provides that Debt Securities may be issued thereunder from time to time in one or more series. Reference is made to the Prospectus Supplement relating to the particular series of Offered Debt Securities offered thereby for the following terms of the Offered Debt Securities: (i) the title of the Offered Debt Securities; (ii) any limit upon the aggregate principal amount of the Offered Debt Securities; (iii) the date or dates on which the principal of the Offered Debt Securities is payable; (iv) the rate or rates (which may be fixed or variable) per annum at which the Offered Debt Securities will bear interest, if any, the date or dates from which such interest will accrue, or the method by which such date or dates shall be determined, the date on which payment of such interest will commence, the Interest Payment Dates on which such interest will be payable and the Regular Record Date for the interest payable on any Interest Payment Date; (v) the place or places where the principal of, premium, if any, 4 and interest on the Offered Debt Securities will be payable; (vi) the period or periods within which, the price or prices at which and the terms and conditions upon which the Offered Debt Securities will, pursuant to any mandatory sinking fund provisions, or may, pursuant to any optional sinking fund provisions, be redeemed in whole or in part by the Company; (vii) the period or periods within which, the price or prices at which and the terms and conditions upon which the Offered Debt Securities may be repaid, in whole or in part, at the option of the Holder thereof; (viii) the right, if any, of the Company to issue Offered Debt Securities in lieu of Offered Debt Securities theretofore redeemed or repaid; (ix) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Offered Debt Securities will be issuable; (x) if other than the principal amount thereof, the portion of the principal amount of the Offered Debt Securities which shall be payable upon declaration of acceleration of the Maturity thereof; (xi) the currency of payment of principal of and premium, if any, and interest on the Offered Debt Securities; (xii) any index used to determine the amount of payments of principal of and premium, if any, and interest on the Offered Debt Securities; (xiii) whether the Offered Debt Securities will be issued in whole or in part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities; and (xiv) any other terms of the Offered Debt Securities. (Section 301) Unless otherwise provided in a Prospectus Supplement and except with respect to Book-Entry Securities, principal, premium, if any, and interest, if any, will be payable, and the Debt Securities will be transferable, at the office or agency of the Company maintained for such purposes in the Borough of Manhattan, The City of New York, which will be the office of the Trustee, at 450 West 33rd Street, New York, New York 10001, or at such other places in the Borough of Manhattan, The City of New York, as the Company may designate. Unless other arrangements are made, interest will be paid by checks mailed to the Holders at their addresses as they appear in the Security Register. (Sections 202, 305 and 1002) For a description of payments of principal of, premium, if any, and interest on, and transfer of, Book-Entry Securities, and exchanges of Global Securities representing Book-Entry Securities, see "Book-Entry Securities". Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders may be given in writing to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department,450 West 33rd Street, New York, New York 10001 or at any Place of Payment. (Section 105) Unless otherwise indicated in the Prospectus Supplement relating thereto and except with respect to Book-Entry Securities, the Debt Securities will be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. (Section 302) No service charge will be made for any registration of transfer or exchange of the Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (Section 305) Debt Securities may be issued under the Indenture as Original Issue Discount Securities to be offered and sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such Original Issue Discount Securities and to any other securities which are issued with original issue discount for federal income tax purposes will be described in the Prospectus Supplement relating thereto. "Original Issue Discount Security" means any security which provides for an amount less than the principal amount thereof to be due and payable upon the declaration of acceleration of the maturity thereof upon the occurrence of an Event of Default and the continuation thereof. (Section 101) Unless otherwise indicated in a Prospectus Supplement, the covenants contained in the Indenture and the Debt Securities would not necessarily afford Holders of the Debt Securities protection in the event of a highly leveraged or other transaction involving the Company that may adversely affect Holders. 5 RESTRICTIONS ON SECURED DEBT The Company covenants in the Indenture that it will not, nor will it permit any United States Subsidiary to, create, assume or incur any Lien (except any existing on the date of the Indenture) upon any of its or their Principal Properties, whether owned at such date or thereafter acquired, as security for any indebtedness without making effective provision, and the Company covenants in the Indenture that in any such case effective provision will be made, whereby the Debt Securities shall be secured equally and ratably with (or prior to) any and all other obligations and indebtedness thereby secured; provided, however, that the foregoing restriction shall not apply to: (a) Liens upon any property or assets owned by any Subsidiary when it became a Subsidiary; (b) Liens upon any property acquired after the date of the Indenture, securing the purchase price thereof or created or incurred simultaneously with (or within 180 days after) such acquisition to finance the acquisition of such property or existing on such property at the time of such acquisition, or Liens on improvements made after such date, in each case subject to certain conditions and provided that the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by the Board of Directors), whichever shall be lower, of the property or improvements at the time of the acquisition or completion thereof; (c) certain renewals, extensions or replacements of the Liens referred to in clauses (a) and (b); (d) certain tax Liens or governmental charges and materialmen's, mechanics', landlords' or other like Liens arising in the ordinary course of business and securing obligations not overdue or which shall be contested in good faith; (e) certain pledges or deposits; (f) any lease; (g) Liens on, and created or arising solely in connection with the tax-exempt financing of, certain facilities; (h) easements or similar encumbrances, the existence of which do not impair the use of the property subject thereto for the purposes for which it is held or was acquired; and (i) Liens arising out of any final judgment for the payment of money aggregating not in excess of $10,000,000 or Liens arising out of any judgments which are being contested in good faith. Notwithstanding the above, the Company or any United States Subsidiary may create, assume or incur any Lien that would otherwise be subject to the foregoing restriction, provided that at no time shall the aggregate amount of all outstanding obligations and indebtedness secured by Liens that would otherwise be prohibited by the above, plus the aggregate amount of Attributable Debt in respect of sale and leaseback transactions described in the next succeeding paragraph (other than any such transactions to the extent that the cash portion of the net proceeds of the sale of such property shall have been applied in compliance with clause (b) of the following paragraph), exceed 10% of Consolidated Net Tangible Assets at the end of the next preceding fiscal year of the Company. (Section 1007) RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS The Company covenants in the Indenture that it will not, and will not permit any United States Subsidiary to, directly or indirectly, sell or transfer (other than to the Company or a United States Subsidiary) any Principal Property (other than property sold or transferred to an industrial development corporation or governmental instrumentality in connection with a revenue or pollution control financing) owned on the date of the Indenture or thereafter acquired with the intention that the Company or any United States Subsidiary shall take back a lease thereof (other than a lease for a term of not more than three years or a lease entered into solely for tax purposes) unless (a) the net proceeds of such sale shall at least be equal to the fair value (as determined in good faith by the Board of Directors) of such Principal Property, and either (b) an amount equal to the cash portion of the net proceeds of such sale shall be applied within 180 days either before or after the effective date of any such transaction (i) to the retirement of Funded Indebtedness (other than any thereof owed to the Company or any Subsidiary) or (ii) to the retirement of Debt Securities or (iii) to the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to the cash portion of the net proceeds of such sale or (c) the property, facilities or equipment involved in such sale could have been subjected to a Lien to secure indebtedness in a principal amount equal to the aggregate amount of Attributable Debt in respect of such sale without equally and ratably securing the Debt Securities pursuant to the preceding paragraph. (Section 1008) 6 RESTRICTIONS ON TRANSFER OF PRINCIPAL PROPERTIES The Company covenants in the Indenture that it will not, and will not permit any United States Subsidiary to, transfer (whether by merger, consolidation or otherwise) any Principal Property to any Subsidiary other than a United States Subsidiary unless the Company or such United States Subsidiary receives fair value therefor (as determined in good faith by the Board of Directors) or unless within 120 days of the effective date of such transfer Funded Indebtedness of the Company or a United States Subsidiary, which by its terms is not subordinated to the Debt Securities and is in a principal amount equal to such fair value, is retired (other than any mandatory retirement). (Section 1009) CERTAIN DEFINITIONS "Attributable Debt" means, as to any particular lease entered into after the date of the Indenture under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof, discounted to present values as of such time in accordance with generally accepted accounting principles from the respective due dates thereof to such date. "Consolidated Net Tangible Assets" means the total amount of assets of the Company and its consolidated Subsidiaries (less applicable reserves) after deducting therefrom: (a) all current liabilities of the Company and its consolidated Subsidiaries and (b) goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, such assets and exclusions and deductions therefrom to be in such amounts, if any, as would appear on a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the date of computation, prepared in accordance with generally accepted accounting principles applied on a consistent basis. "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind. "Principal Property" means (a) any building, structure or other facility used primarily for manufacturing and located in the United States (other than facilities financed with tax-exempt bonds), in each case the net book value of which on the date as of which the determination is being made shall exceed 1% of Consolidated Net Tangible Assets, and (b) any timberlands in the United States owned in fee or under contract for the purchase of the fee by the Company or any United States Subsidiary other than such timberlands in the aggregate not exceeding 10% of the timberlands acreage in the United States owned in fee or under contract for the purchase of the fee by the Company or any United States Subsidiary on the date as of which any determination shall be made; provided, however, that the term "Principal Property" shall not include any timberlands, buildings, structures, facilities or any portion of any of the foregoing which, in the opinion of the Board of Directors of the Company, shall not be of material importance to the total business conducted by the Company and its Subsidiaries taken as an entirety; and provided, further, that the term "Principal Property" shall not include any timberlands designated by the Board of Directors as being held primarily for development and/or sale, or any timberlands held for the exploitation of minerals or mineral rights. "United States Subsidiary" means any Subsidiary other than a Subsidiary which: (a) is not organized under the laws of the United States or any state thereof and does not regularly maintain more than 50% of its operating assets within the continental limits of the United States; (b) is principally engaged in the business of financing; (c) is principally engaged in the business of owning, buying, selling, leasing, dealing in or developing real property; or (d) is principally engaged in exporting goods or merchandise from or importing goods or merchandise into the United States. (Section 101) MERGERS AND SALES OF ASSETS BY THE COMPANY The Company may not consolidate with or merge into any other corporation or transfer its properties and assets substantially as an entirety to any Person unless (a) the corporation formed by such consolidation or into which the Company is merged or the Person to which the properties and 7 assets of the Company are so transferred shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and shall expressly assume the payment of the principal of (and premium, if any) and interest on the Debt Securities and the performance of the other covenants of the Company under the Indenture, (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing, (c) such surviving corporation or such Person, as the case may be, shall not immediately thereafter have outstanding indebtedness secured by any Lien not permitted by the Indenture or shall have secured the Debt Securities equally and ratably with (or prior to) any indebtedness secured thereby, and (d) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and any supplemental indenture comply with the Indenture and the conditions precedent therein relating to any such transaction have been complied with. (Section 801) The Company may not lease its properties and assets substantially as an entirety to any Person. (Section 803) EVENTS OF DEFAULT The Indenture defines an Event of Default with respect to any series of Debt Securities as being any one of the following events: (i) default for 30 days in any payment of interest on any Debt Security of such series; (ii) default in the payment of principal of, premium, if any, on any Debt Security of such series when due; (iii) default in the deposit of any sinking fund payment with respect to any Debt Security of such series when due; (iv) default, for 60 days after appropriate notice, in performance of any other covenant or warranty in the Indenture (other than a covenant or warranty included in the Indenture solely for the benefit of series of Debt Securities other than that series); (v) certain events of bankruptcy, insolvency or reorganization; or (vi) any other Event of Default provided with respect to Debt Securities of that series. In case an Event of Default shall occur and be continuing with respect to any series of Debt Securities, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of that series may declare the principal amount of such series (or, if the Debt Securities of that series are Original Issue Discount Securities, such portion of the principal as may be specified in the terms of that series) to be due and payable immediately. Any Event of Default with respect to a particular series of Debt Securities may be waived by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series, except in the event of a failure to pay principal of, premium, if any, or interest on such Debt Security or in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of each series affected by such modification or covenant. Upon receipt by the Trustee of any notice pursuant to (iv) above with respect to the Debt Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee shall establish a record date for determining Holders of Outstanding Debt Securities of such series entitled to join in such notice, which record date shall be at the close of business on the day the Trustee receives such notice. (Sections 501, 502 and 513) Reference is made to the Prospectus Supplement relating to each series of Offered Debt Securities which are Original Issue Discount Securities for the particular provisions relating to acceleration of the maturity of a portion of the principal amount of such Original Issue Discount Securities upon the occurrence of an Event of Default and the continuation thereof. The Indenture requires the Company to file annually with the Trustee an officers' certificate as to the absence of defaults under the terms of the Indenture. (Section 1011) The Indenture provides that the Trustee may withhold notice to the Holders of the Debt Securities of any default (except in payment of principal or premium, if any, or interest or any sinking fund instalment) if it considers such to be in the interest of the Holders of the Debt Securities. (Section 602) Subject to the provisions of the Indenture relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Indenture provides that the Trustee shall be under no 8 obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of the Holders of the Debt Securities unless such Holders shall have offered to the Trustee reasonable indemnity. (Sections 601 and 603) Subject to such provisions for indemnification and certain other rights of the Trustee, the Indenture provides that the Holders of a majority in principal amount of the Outstanding Debt Securities of any series affected shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series. In the case of Book-Entry Securities, the Indenture requires the Trustee to establish a record date for purposes of determining which Holders are entitled to join in such direction. (Sections 512 and 603) No Holder of any Debt Security of any series will have the right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to Debt Securities of that series, (ii) the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series shall have made written request to the Trustee to institute such proceeding as Trustee, (iii) such Holder or Holders shall have offered to the Trustee reasonable indemnity, (iv) the Trustee shall have failed to institute such proceeding within 60 days, and (v) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of that series a direction inconsistent with such request. (Section 507) However, the Holder of any Debt Security will have an absolute right to receive payment of the principal of and premium (if any) and interest on such Debt Security on or after the due dates expressed in such Debt Security and to institute suit for the enforcement of any such payment. (Section 508) MODIFICATION AND WAIVER Certain modifications and amendments of the Indenture may be made by the Company and the Trustee only with the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Debt Securities of each series affected by the modification or amendment, provided that no such modification or amendment may, without the consent of the Holder of each Outstanding Debt Security affected thereby: (i) change the Stated Maturity of the principal of, or any instalment of principal of or interest on, any such Debt Security; (ii) reduce the principal amount of, or the premium, if any, or the interest on, any such Debt Security (including in the case of an Original Issue Discount Security the amount payable upon acceleration of the maturity thereof); (iii) change the place of payment where, or the coin or currency in which, any principal of (and premium, if any) and interest on, any such Debt Security is payable; (iv) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Debt Security; (v) reduce the above-stated percentage of Outstanding Debt Securities of any series the consent of the Holders of which is necessary to modify or amend the Indenture; or (vi) modify the foregoing requirements or reduce the percentage of aggregate principal amount of Outstanding Debt Securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any modification or amendment to the Indenture. (Section 902) The Holders of not less than 66 2/3% in principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all Debt Securities of that series waive, insofar as that series is concerned, compliance by the Company with certain restrictive provisions of the Indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive compliance with any covenant or condition under the Indenture. (Section 1012) The Holders of a majority in principal amount of the Outstanding Debt Securities of any series may on behalf of the Holders of all Debt Securities of that series waive any past default under the Indenture with respect to that series, except a default in the payment of the principal of, premium, if any, or interest on any Debt Security of that series or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Debt Security of that series affected. (Section 513) 9 DEFEASANCE OF OFFERED DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES Satisfaction and Discharge. Upon the request of the Company, the Indenture will cease to be of further effect (except for certain obligations to register the transfer or exchange of Debt Securities, rights of Holders to receive pay- ments of principal, premium, if any, and interest on the Debt Securities, any other rights of such Holders with respect to amounts deposited with the Trustee in accordance with this paragraph, and the obligations of the Company to the Trustee and any Authenticating Agent), if, among other things, (i) all Out- standing Debt Securities (other than Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid and Debt Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or (ii) all such Debt Securities not delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year, or (D) are deemed paid and discharged pursuant to the following paragraph, as ap- plicable, and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with the Trustee in trust for such purpose an amount of money, or in the case of (B) or (C) above and if no Debt Securities of any series Outstanding are subject to repayment at the option of Holders, (I) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the Stated Maturity or Redemption Date, as the case may be, money in an amount, or (II) a combination of money or U.S. Government Obligations as provided in (I) above, in each case sufficient to pay and discharge the entire indebtedness on such Debt Securities, for principal, premium, if any, and in- terest to the date of such deposit (in the case of Debt Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be. (Section 401) Defeasance and Discharge. The Indenture provides that the Company will be discharged from any and all obligations in respect of the Debt Securities of any series (except for certain obligations to register the transfer or exchange of Debt Securities of such series, to replace stolen, lost or mutilated Debt Securities of such series, to maintain paying agencies and hold moneys for payment in trust) on the 91st day after the date of deposit with the Trustee, in trust, of money and/or U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money, in an amount sufficient to pay each instalment of principal, premium, if any, and interest on and any mandatory sinking fund payments in respect of the Debt Securities of such series on the Stated Maturity of such payments, or until a Redemption Date designated by the Company, in accordance with the terms of the Indenture and such Debt Securities. Such discharge may only occur if, among other things, (i) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred, and (ii) such deposit, defeasance and discharge will not cause any Debt Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted. (Section 403) The Indenture provides that the Company may effect a discharge of the Debt Securities of any series and the Indenture notwithstanding any prior defeasance of certain of the Company's obligations under the Indenture in accordance with the following paragraph. (Section 403) Defeasance of Certain Covenants. The Indenture provides that with respect to any series of Debt Securities the Company may elect to omit to comply with the restrictive covenants of the Indenture described herein under "Restrictions on Secured Debt", "Restrictions on Sale and Leaseback Transactions" and "Restrictions on Transfer of Principal Properties" if the Company deposits with the Trustee, in trust, money and/or U.S. Government Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money, in an amount 10 sufficient to pay each instalment of principal, premium, if any, and interest on and any mandatory sinking fund payments in respect of the Debt Securities of such series on the Stated Maturity of such payments, or until a Redemption Date designated by the Company, in accordance with the terms of the Indenture and such Debt Securities. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel (who may be an employee of or counsel for the Company) to the effect that the Holders of the Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred. (Section 1010) Defeasance and Events of Default. In the event the Company omits to comply with certain covenants of the Indenture with respect to any series of Debt Securities as described above and the Debt Securities of such series are declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Debt Securities of such series at the time of their Stated Maturity, or until a Redemption Date designated by the Company, but may not be sufficient to pay amounts due on the Debt Securities of such series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. The Prospectus Supplement may describe any modifications to the provisions described above, with respect to the Debt Securities or a particular series thereof. BOOK-ENTRY SECURITIES The following description of Book-Entry Securities will apply to any series of Debt Securities issued in whole or in part in the form of a Global Security or Securities except as otherwise provided in the Prospectus Supplement relating thereto. Upon issuance, all Book-Entry Securities of like tenor and having the same date of original issue will be represented by a single Global Security. Each Global Security representing Book-Entry Securities will be deposited with, or on behalf of, the Depositary, which will be a clearing agent registered under the 1934 Act. The Global Security will be registered in the name of the Depositary or a nominee of the Depositary which will be identified in the Prospectus Supplement. Ownership of beneficial interest in a Global Security representing Book-Entry Securities will be limited to institutions that have accounts with the Depositary or its nominee ("participants") or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in such a Global Security will only be evidenced by, and the transfer of that ownership interest will only be effected through, records maintained by the Depositary or its nominee for such Global Security. Ownership of beneficial interest in such a Global Security by persons that hold through participants will only be evidenced by, and the transfer of that ownership interest within such participant will only be effected through, records maintained by such participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair this ability to transfer beneficial interests in such a Global Security. Payment of principal of, premium, if any, and interest on Book-Entry Securities represented by any Global Security registered in the name of or held by the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owners and Holder of the Global Security representing such Book-Entry Securities. None of the Company, the Trustee or any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the Depositary's records or any participant's records relating to or payments made on account of beneficial ownership interests in a Global Security representing such Book-Entry Securities or for maintaining, supervising or reviewing any of the Depositary's records or any participant's records relating to such beneficial ownership interests. Payments by participants to owners of beneficial interests in a Global Security held 11 through such participants will be governed by the Depositary's procedures, as is now the case with securities held for the accounts of customers registered in "street name," and will be the sole responsibility of such participants. No Global Security described above may be transferred except as a whole by the Depositary for such Global Security to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary. A Global Security representing Book-Entry Securities is exchangeable for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount, only if (a) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the 1934 Act, (b) the Company in its sole discretion determines that such Global Security shall be exchangeable for definitive Debt Securities in registered form or (c) there shall have occurred and be continuing an Event of Default with respect to the Debt Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount, and, unless otherwise specified in the Prospectus Supplement relating thereto, in denominations of $1,000 and integral multiples thereof. Such definitive Debt Securities shall be registered in the name or names of such person or persons as the Depositary shall instruct the Trustee. It is expected that such instructions may be based upon directions received by the Depositary from its participants with respect to ownership of beneficial interests in such Global Security. Except as provided above, owners of beneficial interests in such Global Security will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered the Holders thereof for any purpose under the Indenture, and no Global Security representing Book-Entry Securities shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of the Depositary or its nominee. Accordingly, each person owning a beneficial interest in such Global Security must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a Holder under the Indenture. The Company understands that under existing industry practices, in the event that the Company requests any action of Holders or an owner of a beneficial interest in such Global Security desires to give or take any action that a Holder is entitled to give or take under the Indenture, the Depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participant to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them. CERTAIN INFORMATION REGARDING THE TRUSTEE The Trustee and its affiliates provide credit to the Company and its subsidiaries from time to time. The largest amount of borrowings by the Company and its subsidiaries from the Trustee and its affiliates outstanding at any time during 1994 was $19,000,000. In addition, commercial paper issued by a subsidiary of the Company, the largest amount of which outstanding at any time during 1994 was $19,000,000, was secured by a letter of credit issued by an affiliate of the Trustee. The Trustee acts as trustee under two indentures relating to tax-exempt financings of the Company. Also, two members of the Company's Board of Directors serve as members of the board of directors of the Trustee's parent corporation and the Trustee; one of these individuals is the Chairman and Chief Executive Officer of the Company and the other is the Chairman and Chief Executive Officer of the Trustee's parent corporation and the Trustee. Additionally, affiliates of the Trustee provide other banking services to the Company and its subsidiaries, including pension fund investment management and cash management services. The Company anticipates that it and its subsidiaries will continue to conduct banking transactions with, and utilize other banking services of, the Trustee and affiliates of the Trustee in the normal course of their business. 12 PLAN OF DISTRIBUTION The Company may sell Debt Securities to or through underwriters and also may sell Debt Securities directly to other purchasers or through agents. Such underwriters may include Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Salomon Brothers Inc or another underwriter acting alone or may be a group of underwriters represented by firms including one or more of Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Salomon Brothers Inc. Unless otherwise indicated in the Prospectus Supplement, any underwriters will be obligated to purchase all of the Offered Debt Securities if any are purchased. Only underwriters named in each Prospectus Supplement are deemed to be underwriters in connection with the Debt Securities offered thereby. The distribution of the Debt Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sales of Debt Securities, underwriters or agents may receive compensation from the Company or from purchasers of Debt Securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell Debt Securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of Debt Securities may be deemed to be underwriters, and any discounts or commissions received by them and any profit on the resale of Debt Securities by them may be deemed to be underwriting discounts and commissions, under the 1933 Act. Any such underwriter or agent will be identified, and any such compensation received from the Company will be described, in the Prospectus Supplement. Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of Debt Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act, or to contribution with respect to payments which the underwriters, dealers or agents may be required to make in respect thereof. Goldman, Sachs & Co. has acted as financial advisor to the Company and has performed services in connection with the underwriting and sale of securities on behalf of the Company for which it has received fees. The Company anticipates that Goldman, Sachs & Co. will provide similar services in the future. John L. Weinberg, a director of the Company and a member of the Committee on Board Affairs and the Compensation and Stock Option Committee of the Company's Board of Directors, was Senior Partner of The Goldman Sachs Group, L.P. and its principal affiliate Goldman, Sachs & Co., until November 30, 1990, when he retired as a general partner and became Senior Chairman of The Goldman Sachs Group, L.P. In July 1991, Mr. Weinberg became Senior Chairman of Goldman, Sachs & Co. VALIDITY OF DEBT SECURITIES Unless otherwise specified in a Prospectus Supplement, the validity of the Debt Securities will be passed upon for the Company by Lawrence A. Fox, Esq., Vice President and Secretary of the Company, and, if sold to or through underwriters, by Sullivan & Cromwell, New York, New York. Mr. Fox holds options to acquire 9,050 shares of the Company's Common Stock and, as of August 31, 1995, 2,321 shares of the Company's Common Stock were held for his account under an employee benefit plan. EXPERTS The audited financial statements and schedules incorporated by reference in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth all fees and expenses payable by the Registrant in connection with the issuance and distribution of the Debt Securities, other than underwriting discounts and commissions. All the amounts shown are estimates for the Debt Securities, except for the Securities and Exchange Commission registration fee which is the actual amount paid in connection with the registration of the new $300,000,000 principal amount of Debt Securities under this Registration Statement. Securities and Exchange Commission registration fee.......... $103,448.28 "Blue Sky" fees and expenses................................. 25,000.00 Printing and engraving fees and expenses..................... 75,000.00 Legal fees and expenses...................................... 30,000.00 Accounting fees and expenses................................. 75,000.00 Trustee fees and expenses.................................... 10,000.00 Miscellaneous................................................ 10,000.00 ----------- Total.................................................... $328,448.28 -----------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 721-725 of the New York Business Corporation Law (the "BCL") contain detailed provisions regarding indemnification of directors and officers of New York corporations against expenses, judgments, fines and amounts paid in settlement in connection with litigation. Article F of the Restated Certificate of Incorporation, as amended, of the Registrant requires the Registrant to indemnify its directors and officers to the fullest extent permitted by New York law, as such law may be amended from time to time. Article F also allows the Registrant, if and when deemed appropriate, to provide indemnification or reimbursement or advancement of expenses beyond the indemnification specifically allowed by the BCL to the extent permitted by law. In addition, the Registrant has purchased insurance policies that provide coverage for its directors and officers in certain situations. ITEM 16. EXHIBITS. 1.1 --Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Registration Statement on Form S-3 of Champion International Corporation (Registration No. 33-51217)) 1.2 --Form of Distribution Agreement (incorporated by reference to Exhibit 1.2 to the Registration Statement on Form S-3 of Champion International Corporation (Registration No. 33-51217)) 4.1 --Form of Indenture by and between the Company and Chemical Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 of Champion International Corporation (Registration No. 33-47959)) 4.2 --Form of Debt Securities (included in Exhibit 4.1) 5 --Opinion of Lawrence A. Fox, Esq., Vice President and Secretary of the Registrant, as to the validity of the Debt Securities 12 --Computation of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Current Report in Form 8-K dated August 29, 1995 of Champion International Corporation) 23 --Consent of Arthur Andersen LLP 24 --Power of Attorney 25 --Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Chemical Bank
II-1 ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF STAMFORD, STATE OF CONNECTICUT, ON SEPTEMBER 22, 1995. CHAMPION INTERNATIONAL CORPORATION /s/ Lawrence A. Fox By: ________________________________ (LAWRENCE A. FOX) VICE PRESIDENT AND SECRETARY PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED: SIGNATURE TITLE DATE Chairman of the September 22, Board, Chief 1995 Executive Officer, and Director (Principal Executive Officer) * ------------------------------------- (ANDREW C. SIGLER) Vice Chairman and September 22, Director (Principal 1995 Accounting Officer) * ------------------------------------- (KENWOOD C. NICHOLS) Senior Vice September 22, President--Finance 1995 (Principal Financial Officer) * ------------------------------------- (FRANK KNEISEL) * Director September 22, ------------------------------------- 1995 (ROBERT A. CHARPIE) * Director September 22, ------------------------------------- 1995 (ALICE F. EMERSON) Director ------------------------------------- (ALLAN E. GOTLIEB) * Director September 22, ------------------------------------- 1995 (L. C. HEIST) II-3 SIGNATURE TITLE DATE * Director September 22, ------------------------------------- 1995 (SYBIL C. MOBLEY) * Director September 22, ------------------------------------- 1995 (H. BARCLAY MORLEY) * Director September 22, ------------------------------------- 1995 (LAWRENCE G. RAWL) * Director September 22, ------------------------------------- 1995 (WALTER V. SHIPLEY) * Director September 22, ------------------------------------- 1995 (JAMES S. TISCH) * Director September 22, ------------------------------------- 1995 (RICHARD E. WALTON) * Director September 22, ------------------------------------- 1995 (JOHN L. WEINBERG) /s/ Lawrence A. Fox *By: ________________________________ (LAWRENCE A. FOX) A Power of Attorney authorizing Lawrence A. Fox, Marvin H. Ginsky and Andrew C. Sigler and each of them to sign the Registration Statement and all amendments thereto as attorneys for directors and officers of the Registrant is being filed concurrently with the Securities and Exchange Commission as Exhibit 24 to the Registration Statement. II-4 EX-5 2 OPINION OF LAWRENCE A. FOX EXHIBIT 5 CHAMPION INTERNATIONAL CORPORATION ONE CHAMPION PLAZA STAMFORD, CT 06921 September 22, 1995 Champion International Corporation One Champion Plaza Stamford, Connecticut 06921 Gentlemen: As Vice President and Secretary of Champion International Corporation (the "Company"), I am familiar with the Company's Registration Statement on Form S-3 (the "Registration Statement") being filed today with the Securities and Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Act"), of $500,000,000 aggregate principal amount of the Company's debt securities (the "Debt Securities"), including $200,000,000 aggregate principal amount of the Company's debt securities previously registered under Registration Statement No. 33- 51217. The Debt Securities are to be issued pursuant to an Indenture, dated as of May 1, 1992, entered into between the Company and Chemical Bank, as trustee (the "Indenture"). I am a member of the Bar of the State of New York and express no opinion as to the laws, including without limitation laws relating to choice of law, of any jurisdiction other than the Federal laws of the United States of America and the laws of the State of New York. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. I have examined (i) the Registration Statement; (ii) the Indenture; (iii) certain forms of the Debt Securities; (iv) the Certificate of Incorporation, as amended, of the Company; (v) the By-Laws, as amended, of the Company; and (vi) the resolutions adopted by the Board of Directors of the Company relating to the issuance of the Debt Securities, authorizing a committee of the Board of Directors or certain officers of the Company to determine the final terms of the Debt Securities and approving the Indenture. I have also examined originals or photocopies or certified copies of such September 22, 1995 Page 2 corporate records of the Company and its subsidiaries and such other agreements, instruments, certificates and representations of public officials, officers and representatives of the Company and its subsidiaries, as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified copies or photocopies. In making my examination of documents executed by the parties other than the Company, I have assumed that such parties had the power, corporate and otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate and otherwise, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to questions of fact material to the opinions expressed herein which were not independently established or verified, I have relied upon oral or written statements and representations of officers and other representatives of the Company. In rendering such opinions, I also have assumed that (i) prior to the offering and sale of Debt Securities, the committee of the Board of Directors, or one of the officers of the Company, duly authorized by the Board of Directors will determine by proper corporate action the terms of the Debt Securities and the prices at which the Debt Securities are to be issued and sold pursuant to the terms of the Indenture, (ii) at the time of the offering and sale of Debt Securities, the Registration Statement will be effective and all necessary authorizations, approvals and licenses under the "Blue Sky" and securities laws of the various states will be in effect, and (iii) the denomination of Debt Securities in a currency other than United States dollars will not contravene the exchange control laws of the jurisdiction the currency of which the Debt Securities are denominated. Based upon and subject to the foregoing and having regard for legal considerations I deem relevant, I am of the opinion that: 1. The Indenture has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a foreign currency or foreign currency unit judgment in respect of such September 22, 1995 Page 3 claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (d) the governmental authority to limit, delay or prohibit the making of payments in foreign currency or foreign currency units or payments outside the United States. 2. The Debt Securities, when duly executed by the Company and authenticated by the Trustee in accordance with the Indenture and paid for by the purchasers thereof, will be valid and binding obligations of the Company entitled to the benefit of the Indenture and enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) requirements that a claim with respect to any Debt Securities denominated other than in United States dollars (or a foreign currency or foreign currency unit judgment in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, and (d) governmental authority to limit, delay or prohibit the making of payments in foreign currency or foreign currency units or payments outside the United States. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Lawrence A. Fox Vice President and Secretary EX-23 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 17, 1995 included in Champion International Corporation's (the "Company's") Annual Report to Shareholders for the year ended December 31, 1994, and incorporated by reference in the Company's Form 10-K for the year ended December 31, 1994 (the "Form 10-K"), and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP New York, N.Y. September 22, 1995 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- Each of the undersigned Directors and Officers of CHAMPION INTERNATIONAL CORPORATION (the "Company"), which intends to file a Registration Statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended, registering nonconvertible, unsecured debt securities, hereby constitutes and appoints LAWRENCE A. FOX, MARVIN H. GINSKY and ANDREW C. SIGLER his or her true and lawful attorneys-in-fact and agents, each of them with full power to act without the others, for him or her and in his or her name, place and stead, in any and all capacities, to sign such Registration Statement and any and all amendments and other documents relating thereto, and to file such Registration Statement and such amendments with all exhibits thereto, and any and all other information and documents in connection therewith, with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 21st day of September, 1995. ANDREW C. SIGLER KENWOOD C. NICHOLS -------------------------------- ----------------------------------- Andrew C. Sigler Kenwood C. Nichols Chairman of the Board, Chief Vice Chairman and Director Executive Officer, and Director (Principal Accounting Officer) (Principal Executive Officer) FRANK KNEISEL ----------------------------------- Frank Kneisel Senior Vice President - Finance (Principal Financial Officer) ROBERT A. CHARPIE H. BARCLAY MORLEY -------------------------------- ----------------------------------- Robert A. Charpie, Director H. Barclay Morley, Director ALICE F. EMERSON LAWRENCE G. RAWL -------------------------------- ----------------------------------- Alice F. Emerson, Director Lawrence G. Rawl, Director WALTER V. SHIPLEY -------------------------------- ----------------------------------- Allan E. Gotlieb, Director Walter V. Shipley, Director L. C. HEIST JAMES S. TISCH -------------------------------- ----------------------------------- L. C. Heist, Director James S. Tisch, Director SYBIL C. MOBLEY RICHARD E. WALTON -------------------------------- ----------------------------------- Sybil C. Mobley, Director Richard E. Walton, Director JOHN L. WEINBERG -------------------------------------- John L. Weinberg, Director EX-25 5 FORM T-1 EXHIBIT 25 ___________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 _________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ___________________________________________ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ________________________________________ CHEMICAL BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) _____________________________________________ CHAMPION INTERNATIONAL CORPORATION (Exact name of obligor as specified in its charter) NEW YORK 13-1427390 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) ONE CHAMPION PLAZA STAMFORD, CT 06921 (Address of principal executive offices) (Zip Code) ___________________________________________ SECURITIES (Title of the indenture securities) _____________________________________________________ GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-84460, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33- 50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 6TH day of SEPTEMBER, 1995. CHEMICAL BANK By /s/ F.S Grippo ------------------------------------------ F. J. Grippo Vice President - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1995, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................. $ 5,573 Interest-bearing balances ......................... 2,681 Securities: ........... ............................ Held to maturity securities.......................... 6,027 Available for sale securities........................ 18,304 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold................................. 1,516 Securities purchased under agreements to resell.... 287 Loans and lease financing receivables: Loans and leases, net of unearned income $ 73,829 Less: Allowance for loan and lease losses 1,885 Less: Allocated transfer risk reserve... 104 -------- Loans and leases, net of unearned income, allowance, and reserve............................ 71,840 Trading Assets...................................... 25,315 Premises and fixed assets (including capitalized leases)........................................... 1,395 Other real estate owned............................. 69 Investments in unconsolidated subsidiaries and associated companies.............................. 158 Customer's liability to this bank on acceptances outstanding....................................... 1,120 Intangible assets................................... 484 Other assets........................................ 7,254 -------- TOTAL ASSETS........................................ $142,023 ========
- 4 - LIABILITIES
Deposits In domestic offices..................................... $ 46,128 Noninterest-bearing ......................... $16,282 Interest-bearing ............................ 29,846 In foreign offices, Edge and Agreement subsidiaries, and IBF's............................................... 30,833 Noninterest-bearing ....................... $ 199 Interest-bearing .......................... 30,634 ------- Federal funds purchased and securities sold under agree- ments to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased................................. 16,779 Securities sold under agreements to repurchase.......... 810 Demand notes issued to the U.S. Treasury.................. 1,001 Trading liabilities....................................... 20,888 Other Borrowed money: With original maturity of one year or less.............. 6,505 With original maturity of more than one year............ 602 Mortgage indebtedness and obligations under capitalized leases.................................................. 18 Bank's liability on acceptances executed and outstanding 1,126 Subordinated notes and debentures......................... 3,411 Other liabilities......................................... 6,287 TOTAL LIABILITIES......................................... 134,388 -------- EQUITY CAPITAL Common stock.............................................. 620 Surplus................................................... 4,524 Undivided profits and capital reserves.................... 2,724 Net unrealized holding gains (Losses) on available-for-sale securities.......................... (241) Cumulative foreign currency translation adjustments....... 8 TOTAL EQUITY CAPITAL...................................... 7,635 -------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL................................. $142,023 ========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS WILLIAM B. HARRISON ) - 5 -