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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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CHAMPION INTERNATIONAL CORPORATION
(NAME OF SUBJECT COMPANY)
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CONDOR ACQUISITION CORPORATION
INTERNATIONAL PAPER COMPANY
(NAME OF FILING PERSON -- OFFEROR)
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COMMON STOCK, PAR VALUE $.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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158525105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WILLIAM B. LYTTON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
INTERNATIONAL PAPER COMPANY
2 MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 397-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
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COPIES TO:
DENNIS S. HERSCH, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 450-4000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by International Paper Company, a Delaware corporation ("IP"),
and Condor Acquisition Corporation, a New York corporation and a wholly-owned
subsidiary of IP ("Purchaser"), on May 19, 2000, as amended by Amendment No. 1
to the Tender Offer Statement on Schedule TO (the "Schedule TO"), relating to
the offer by IP through Purchaser to exchange each issued and outstanding share
of common stock, par value $0.50 per share (together with the associated rights
to purchase preferred stock, the "Champion Shares"), of Champion International
Corporation, a New York corporation ("Champion"), for shares of common stock,
par value $1.00 per share (the "IP Shares"), of IP and cash as described in the
Prospectus (as defined below).
The Offer is made pursuant to an Agreement and Plan of Merger, dated as of
May 12, 2000, among Champion, IP and Purchaser, which contemplates a business
combination of Champion and IP (the "Merger"). IP has filed a registration
statement with the Securities and Exchange Commission on Form S-4 as amended on
June 9, 2000, relating to the IP Shares to be issued to stockholders of Champion
in the Offer and the Merger (the "Registration Statement"). The terms and
conditions of the Offer and the Merger are set forth in the prospectus which is
a part of the Registration Statement (the "Prospectus"), and the related Letter
of Transmittal, which are Exhibits (a)(1) and (a)(2) hereto.
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by IP,
is hereby incorporated by reference in answer to Items 2 through 11 of this
Schedule TO.
ITEM 12. EXHIBITS.
(a)(1) Prospectus relating to IP Shares to be issued in the Offer
and the Merger (incorporated by reference from IP's
Registration Statement on Form S-4 as amended, filed on June
9, 2000).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CONDOR ACQUISITION CORPORATION
By: /s/ WILLIAM B. LYTTON
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Name: William B. Lytton
Title: Director and President
INTERNATIONAL PAPER COMPANY
By: /s/ WILLIAM B. LYTTON
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Name: William B. Lytton
Title: Senior Vice President and
General Counsel
Dated: June 9, 2000
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EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT NAME
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(a)(1) Prospectus relating to IP Shares to be issued in the Offer
and the Merger (incorporated by reference from IP's
Registration Statement on Form S-4 as amended, filed on June
9, 2000).