EXHIBIT 1.1
PRICING AGREEMENT
November 7, 1995
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
Champion International Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
August 29, 1995 (the "Underwriting Agreement"), between the Company on the one
hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Unless
otherwise provided herein, each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Pricing Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as
of the date of this Pricing Agreement, except (a) that each representation and
warranty which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
the Prospectus in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in
relation to the Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Pricing Agreement and (b)
for an increase in common stock outstanding since June 30, 1995 from
92,055,022 shares to 96,511,602 shares on October 31, 1995 due primarily to
the issuance of common stock upon the conversion of the Company's 6 1/2%
Convertible Subordinated Debentures due April 15, 2011. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement and the
address of the Representatives referred to in such Section 12 are set forth at
the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case
of a supplement mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us 8 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this
letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Champion International Corporation
By: /s/ Frank Kneisel
..................................
Accepted as of the date hereof:
Salomon Brothers Inc
By: /s/ Pamela Kendall
...................................
Name: Pamela Kendall
Title: Vice President
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
.....................................
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
2
SCHEDULE I
PRINCIPAL AMOUNT OF
DEBENTURES
TO BE
UNDERWRITER PURCHASED
----------- ---------
Salomon Brothers Inc................................. $ 85,000,000
Goldman, Sachs & Co.................................. 85,000,000
J.P. Morgan Securities Inc. ......................... 20,000,000
UBS Securities Inc. ................................. 10,000,000
------------
Total............................................ $200,000,000
============
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SCHEDULE II
Title of Designated Securities:
7.35% Debentures due November 1, 2025 (the "Debentures")
Aggregate principal amount:
$200,000,000
Price to Public:
99.452% of the principal amount of the Debentures, plus accrued interest
from November 10, 1995
Purchase Price by Underwriters:
98.577% of the principal amount of the Debentures, plus accrued interest
from November 10, 1995
Specified funds for payment of purchase price:
Same-day Funds
Indenture:
Indenture, dated as of May 1, 1992, between the Company and Chemical Bank,
as Trustee
Maturity:
November 1, 2025
Interest Rate:
7.35%
Interest Payment Dates:
May 1 and November 1
Redemption Provisions:
The Debentures will be redeemable as a whole or in part, at the option of
the Company at any time on or after November 1, 1996, at a redemption price
equal to the greater of (i) 100% of the principal amount of such Debentures
and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on such Debentures discounted to the redemption
date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the "Treasury Rate" (as defined in the prospectus
supplement relating to the Debentures) plus 25 basis points, plus in each
case accrued interest thereon to the date of the redemption.
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
November 10, 1995, at 9:30 a.m.
Closing Location: Sullivan & Cromwell
250 Park Avenue
New York, New York 10077
II-1
Names and addresses of Representatives:
Salomon Brothers Inc Goldman, Sachs & Co.
Seven World Trade Center 85 Broad Street
New York, New York 10048 New York, New York 10004
Other Terms
The Debentures will settle in the Same-Day Funds Settlement System of The
Depository Trust Company.
II-2