EXHIBIT 1.1
PRICING AGREEMENT
-----------------
November 1, 1996
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Dear Sirs:
Champion International Corporation (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
February 14, 1996 (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 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. 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
---------------------------
Name: Frank Kneisel
Title: Senior Vice President - Finance
Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Brothers Inc
Chase Securities Inc
J.P. Morgan Securities Inc.
/s/ Goldman Sachs & Co.
--------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Undewriters
-2-
SCHEDULE I
Aggregate
Principal Amount
of Debentures
Underwriter to be Purchased
- ----------- ---------------
Goldman, Sachs & Co.....................................$ 60,000,000
Salomon Brothers Inc.................................... 60,000,000
Chase Securities Inc.................................... 40,000,000
J.P. Morgan Securities Inc.............................. 40,000,000
------------
Total.............................................$200,000,000
============
I-1
SCHEDULE II
Title of Designated Securities:
7.20% Debentures due November 1, 2026 (the "Debentures")
Aggregate principal amount:
$200,000,000
Price to Public:
99.943% of the principal amount of the Debentures, plus accrued interest
from November 1, 1996
Purchase Price by Underwriters:
99.193% of the principal amount of the Debentures, plus accrued interest
from November 1, 1996
Specified funds for payment of purchase price:
Federal Funds (same-day) funds by wire transfer
Indenture:
Indenture, dated as of May 1, 1992, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee
Maturity:
November 1, 2026
Interest Rate:
7.20%
Interest Payment Dates:
May 1 and November 1, commencing May 1, 1997. The Debentures will bear
interest from November 1, 1996.
II-1
Redemption Provisions:
No provision for redemption by the Company
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
November 6, 1996 at 9:30 a.m.
Closing Location: Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Names and addresses of Representatives:
Goldman, Sachs & Co. Salomon Brothers Inc
85 Broad Street Seven World Trade Center
New York, New York 10004 New York, New York 10048
Chase Securities Inc. J.P. Morgan Securities Inc.
270 Wall Street 60 Wall Street
New York, New York 10017 New York, New York 10260
Other Terms:
The Debentures will be repaid on November 1, 2011, at the option of the
registered holders of the Debentures, at 100% of their principal amount,
together with accrued interest to November 1, 2011. In order for a holder
to exercise this option, the Company must receive at its office or agency
in New York, New York, during the period beginning on September 1, 2011 and
ending at 5:00 p.m. (New York City time) on October 1, 2011 (or, if October
1, 2011 is not a business day, the next succeeding business day), the
Debenture with the form entitled "Option to Elect Repayment on November 1,
2011" on the reverse of the Debenture duly completed. Any such notice
received by the Company during the period beginning on September 1, 2011
and ending at 5:00 p.m. (New York City time) on October 1, 2011 (or, if
October 1, 2011 is not a business day, the next succeeding business day)
shall be irrevocable. No transfer of the Debentures (or, in the event that
the Debentures are being repaid in part, such portion of the Debentures to
be repaid) will be permitted after such notice is received by the Company.
The repayment option may be exercised by the holder of a Debenture for less
than the entire principal amount of the Debentures held by such holder, so
long as the principal amount that is to be repaid is equal to $1,000 or an
integral multiple of $1,000. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any Debenture for
repayment will be determined by the Company, whose determination will be
final and binding.
II-2
The Debentures will settle in the Same-Day Funds Settlement System of The
Depository Trust Company.
II-3