SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 29, 1995
(June 22, 1995)
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Date of Report
(Date of earliest event reported)
CHAMPION INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
1-3053 13-1427390
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(Commission File Number) (IRS Employer
Identification No.)
One Champion Plaza, Stamford, Connecticut 06921
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(Address of principal executive offices) (Zip Code)
(203) 358-7000
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(Registrant's telephone number, including area code)
Exhibit Index Begins on Page 5
Page 1 of 27
Item 5. Other Events.
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(a) Conversion of Preference Stock.
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On June 22, 1995, Champion International Corporation (the
"Company") announced that subsidiaries of Berkshire Hathaway Inc. had converted
all 300,000 shares of the Company's $92.50 Cumulative Convertible Preference
Stock into 7,894,737 shares of the Company's Common Stock and that the Company
had purchased all such shares of Common Stock at a price of $49.125 per share.
A copy of the Company's press release announcing these transactions is attached
as Exhibit 99.1 to this Report.
(b) Offering of Common Stock by Shareholder.
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On June 27, 1995, the Company announced that Loews Corporation has
agreed to sell, in an underwritten public offering, 5,000,000 shares of the
Company's Common Stock. The Company has agreed to purchase 2,000,000 of such
shares. Goldman, Sachs & Co. is acting as the underwriter in connection with
the offering. Loews Corporation has granted an option to Goldman, Sachs & Co.,
exercisable prior to June 30, 1995, to purchase an additional 500,000 shares of
the Company's Common Stock. A copy of the Underwriting Agreement, dated as of
June 26, 1995, among the Company, Loews Corporation and Goldman, Sachs & Co.,
which relates to the offering, is attached as Exhibit 1.1 to this Report and a
press release announcing the offering is attached as Exhibit 99.2 to this
Report.
(c) Redemption of Debentures.
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On June 27, 1995, the Company announced that it had called all of
its 6 1/2% Convertible Subordinated Debentures due April 15, 2011 for
redemption on August 8, 1995 at the price of 100.65% of their principal amount
plus accrued interest to the redemption date. A copy of the Company's press
release announcing the redemption is attached as Exhibit 99.2 to this Report.
Page 2 of 27
Item 7. Financial Statements, Pro Forma Financial
Statements and Exhibits
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(c) Exhibits
1.1 Underwriting Agreement, dated as of June 26, 1995, among Champion
International Corporation, Loews Corporation and Goldman, Sachs &
Co.
99.1 Press release dated June 22, 1995
99.2 Press release dated June 27, 1995
Page 3 of 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHAMPION INTERNATIONAL CORPORATION
By: /s/ Lawrence A. Fox
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Name: Lawrence A. Fox
Title: Vice President and
Secretary
Dated: June 29, 1995
Page 4 of 27
INDEX TO EXHIBITS
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Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
1.1 Underwriting Agreement, dated as of June 26, 1995,
among Champion International Corporation, Loews
Corporation and Goldman, Sachs & Co. 6
99.1 Press release dated June 22, 1995 26
99.2 Press release dated June 27, 1995 27
Page 5 of 27