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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. 3)
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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.
[X] 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: [X]
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This Amendment No. 3 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 and Amendment No. 2 to the Tender
Offer Statement on Schedule TO (the "Schedule TO"), relating to the offer (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 was made pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 12, 2000, among Champion, IP and Purchaser, which
contemplates a business combination of Champion and IP (the "Merger"). IP filed
a registration statement with the Securities and Exchange Commission on Form S-4
as amended on June 9, 2000, that became effective on June 13, 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 11
The Offer terminated at midnight, New York City time, on June 16, 2000. In
the Offer, 92,297,324 Champion Shares were validly tendered and not withdrawn,
representing 95.0% of all outstanding Champion Shares. On June 17, 2000, IP and
Purchaser accepted for purchase and payment all Champion Shares validly tendered
and not withdrawn prior to midnight, New York City time, on June 16, 2000.
On June 20, 2000, pursuant to the Merger Agreement, Purchaser merged with
and into Champion, thereby consummating the Merger. At the effective time of the
Merger, each Champion Share held in the treasury of Champion or owned by IP or
Purchaser was canceled and retired, and every other outstanding Champion Share
was converted into the right to receive the same consideration paid in the
Offer.
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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 20, 2000
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