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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 1-3053
CHAMPION INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-1427390
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE CHAMPION PLAZA
STAMFORD, CONNECTICUT 06921
(203) 358-7000
(ADDRESS INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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COMMON STOCK, $.50 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X. NO .
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF FEBRUARY 27, 1998 WAS APPROXIMATELY $4,905,000,000.
AS OF FEBRUARY 27, 1998, 96,134,330 SHARES OF COMMON STOCK OF THE REGISTRANT
WERE OUTSTANDING.
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1997 ARE INCORPORATED BY REFERENCE IN PARTS I, II AND
IV HEREOF. PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS SCHEDULED TO BE HELD ON MAY 21, 1998 ARE
INCORPORATED BY REFERENCE IN PART III HEREOF.
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PART I
ITEM 1. BUSINESS
GENERAL
Champion International Corporation was incorporated under the laws of the
State of New York on April 28, 1937. References to the "Company" include
Champion International Corporation and its subsidiaries at December 31, 1997,
unless the context otherwise requires.
The Company is one of the leading domestic manufacturers of paper for
business communications, commercial printing and publications. In addition, the
Company has significant market pulp, plywood, lumber and wood chip manufacturing
operations and owns or controls approximately 5,086,000 acres of timberlands in
the United States (excluding the 325,000 acres of timberlands offered for sale
by the Company, as discussed below). The Company's Canadian and Brazilian
subsidiaries also own or control significant timber resources supporting their
operations.
The Company's business segments are paper and wood products. See Note 13 of
"Notes to Financial Statements" on pages 42 to 44 of the Company's Annual Report
to Shareholders for the fiscal year ended
December 31, 1997 (the "Company's 1997 Annual Report"), which Note is
incorporated by reference herein, for information concerning the Company's
business segments and operations in different geographic areas for 1995, 1996
and 1997.
On October 7, 1997, the Company approved a plan to divest several non-
strategic product segments. As part of the divestiture, the Company has offered
for sale the Canton, North Carolina free sheet papers and bleached paperboard
mill, the newsprint mills at Lufkin and Sheldon, Texas, and the specialty papers
mills at Deferiet, New York and Hamilton, Ohio. Also offered for sale are the
liquid packaging operation (the DairyPak unit) consisting of the Waynesville,
North Carolina plant and six paperboard converting plants, the recycling
business and 325,000 acres of timberlands. The operations and assets to be
divested are not included in the discussion under "Paper" and "Timber
Properties" below except as set forth under "Paper - Operations to Be Divested"
and "Timber Properties - Timberlands to Be Divested".
PAPER
See the "Paper Net Sales" table on page 24 of the Company's 1997 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the paper business for 1995, 1996 and 1997.
FREE SHEET PAPERS
The free sheet papers business manufactures and sells coated and uncoated
free sheet papers and pulp. The principal manufacturing properties of this
operation consist of integrated pulp and paper mills at Courtland, Alabama;
Pensacola, Florida; and Quinnesec, Michigan. As of December 31, 1997, these
mills had an annual capacity of approximately 1,869,000 tons of pulp and
1,753,000 tons of free sheet papers.
A significant portion of the fiber requirements of the free sheet papers
business is supplied by its own mills. In addition, a portion of the fiber
requirements of this business is supplied by other Company pulp mills, and
approximately 6% of its fiber requirements in 1997 was purchased from third-
party suppliers.
The Company manufactures pulp for sale in the open market at the Quinnesec
mill. In 1997, approximately 60% of the pulp production of this mill, or
244,000 tons, was sold in the open market. The balance was used in the
production of paper at the Quinnesec mill and at other Company paper mills. In
addition, approximately 11% of the pulp produced at the Courtland and Pensacola
mills was sold in the open market in 1997.
1
Uncoated papers produced by the free sheet papers business are used for
computer forms, desktop printers, copier paper, envelope papers and a variety of
commercially printed products. Coated papers are used in catalogs, magazines,
textbooks, labels, annual reports and many other commercially printed products.
The Company leases substantial portions of the Courtland mill under 16 long-
term net leases which expire between 2007 and 2029. Each of these leases
provides for rental payments over its term sufficient to pay interest on and to
retire the industrial development or pollution control revenue bonds issued in
connection with the financing of the property subject to such lease. The
Company is required to purchase, or has the option to purchase, the property
subject to each such lease for a nominal sum at the time the related bonds are
retired.
GROUNDWOOD PAPERS
The groundwood papers business manufactures pulp and manufactures and sells
coated and uncoated groundwood papers. The manufacturing properties of this
operation consist of integrated pulp and paper mills at Bucksport, Maine and
Sartell, Minnesota. As of December 31, 1997, these mills had an annual capacity
of approximately 378,000 tons of pulp and 803,000 tons of groundwood papers.
Most of the pulp produced by the groundwood papers business is used in its
own paper mills. In addition, a portion of the fiber requirements of this
business is supplied by other Company pulp mills, and approximately 28% of its
fiber requirements in 1997 was purchased from third-party suppliers.
The Company's coated and uncoated groundwood grades are used primarily for
consumer magazines, direct mail catalogs, directories, textbooks and coupons.
The Company leases the building which houses one of the paper machines at the
Sartell mill until 2008. Thereafter, the Company has options to renew the lease
for five terms of five years each. The Company also has the option to purchase
the building at its then-current market value at the end of the initial term in
2008 or at the end of each five-year renewal term.
KRAFT
The Company produces unbleached linerboard, kraft paper and pulp at its
integrated pulp and paper mill at Roanoke Rapids, North Carolina. As of
December 31, 1997, this mill had an annual capacity of approximately 500,000
tons of pulp, 375,000 tons of linerboard and 134,000 tons of kraft paper.
All of this mill's pulp production is used at the mill. In addition, a
portion of the fiber requirements of this mill is supplied by other Company pulp
mills, and approximately 7% of its fiber requirements in 1997 was purchased from
third-party suppliers.
Unbleached linerboard is used for corrugated boxes, and kraft paper is used
for multiwall and grocery bags.
PULP
For information concerning market pulp produced at the Courtland, Pensacola
and Quinnesec mills, see the section captioned "Free Sheet Papers" above.
Weldwood of Canada Limited ("Weldwood"), a wholly owned Canadian subsidiary,
manufactures bleached softwood kraft pulp at its mill in Hinton, Alberta,
Canada. As of December 31, 1997, this mill had an annual capacity of
approximately 463,000 tons. In 1997, approximately 28% of the mill's pulp
production was used in the Company's own free sheet papers and groundwood papers
mills (including 1% in the operations to be divested). The balance was sold in
the open market through the Company's headquarters in Stamford, Connecticut and
a Company sales office in Appleton, Wisconsin.
2
Cariboo Pulp & Paper Company, a joint venture owned equally by Weldwood and
Daishowa-Marubeni International Limited, operates a bleached softwood kraft pulp
mill in Quesnel, British Columbia, Canada. As of December 31, 1997, this mill
had an annual capacity of approximately 370,000 tons. In 1997, approximately
19% of Weldwood's 50% share of the mill's pulp production was used in the
Company's Canton, North Carolina and Hamilton, Ohio mills, both of which are to
be divested. The balance of Weldwood's share was sold in the open market
through the Company's headquarters in Stamford, Connecticut and a Company sales
office in Appleton, Wisconsin.
While certain of the Company's mills purchase pulp in the open market, the
Company and Weldwood overall are net sellers of pulp. Excluding the operations
to be divested, in 1997, the Company and Weldwood in the aggregate produced
approximately 859,000 tons of pulp for sale to unaffiliated purchasers, while
the Company used approximately 162,000 tons of pulp purchased from third-party
suppliers, resulting in net market pulp of approximately 697,000 tons.
BRAZIL
Champion Papel e Celulose Ltda. ("Champion Papel"), a wholly owned
subsidiary, is a major integrated manufacturer of pulp and free sheet papers in
Brazil. As of December 31, 1997, its mill had an annual capacity of
approximately 347,000 tons of pulp and 393,000 tons of paper. In addition to
being a leading supplier of free sheet papers in Brazil, Champion Papel exports
a substantial portion of its paper production.
In addition, on January 26, 1998, Champion Papel acquired Industria de Papel
Arapoti S.A. ("Inpacel"), a Brazilian company, which owns a pulp and coated
groundwood papers mill with an annual capacity of approximately 160,000 tons of
pulp and 178,000 tons of coated groundwood papers.
SALES
The Company's domestic sales organization is responsible for the sale of
products produced by the Company's domestic free sheet papers business and
groundwood papers business, as well as the sale of linerboard and kraft paper.
The sales organization maintains 12 regional sales offices throughout the
United States and an order services office in Hamilton, Ohio, serving the free
sheet papers business (excluding pulp) and groundwood papers business.
Generally, sales are made to direct purchasers and through paper merchants and
brokers.
Pulp produced at the Company's domestic and Canadian mills for sale in the
open market is sold through the Company's headquarters in Stamford, Connecticut,
as well as a sales office in Appleton, Wisconsin.
Linerboard and kraft paper are sold to converters through three regional
sales offices and an order services office located in Roanoke Rapids, North
Carolina.
In addition, the Company's international sales organization handles the
export sale of all of the Company's domestic and Canadian pulp and paper
products. This organization is located at the Stamford, Connecticut
headquarters.
PAPER DISTRIBUTION OPERATION
Nationwide Papers, a unit of the Company, is a distributor of paper, paper
products and industrial products. Its marketing operations are carried out
through 35 sales offices and 28 distribution centers in 20 states. At three of
the centers, Nationwide Papers converts rolls of bleached paperboard and coated
and uncoated papers into sheets. In 1997, approximately 79% of its sales were
attributable to merchandise purchased from numerous manufacturers
3
other than the Company. However, Nationwide Papers is not dependent on any
single supplier for such merchandise.
OPERATIONS TO BE DIVESTED
The following is a description of the paper segment operations which have
been offered for sale by the Company.
The Canton, North Carolina integrated pulp and paper mill manufactures pulp
and manufactures and sells uncoated free sheet papers and bleached paperboard.
As of December 31, 1997, this mill had an annual capacity of approximately
504,000 tons of pulp and 531,000 tons of free sheet papers and bleached
paperboard. In 1997, 61% of this operation's bleached paperboard production was
used by the Company's DairyPak unit, which converts polyethylene-coated
paperboard into milk and juice cartons and ovenable packaging. The balance
either was sold to independent purchasers, primarily for conversion to cups, or
was exported.
The Company leases a printing facility at the Athens, Georgia DairyPak plant.
The lease, which expires in 2015, provides for rental payments over its term
sufficient to pay interest on and to retire the industrial development revenue
bonds issued to finance the acquisition of that facility. The lessee under the
lease has the option to purchase the facility for a nominal sum at the time the
bonds are retired.
The Lufkin and Sheldon, Texas integrated pulp and newsprint mills
manufacture and sell newsprint, groundwood papers and pulp. As of December 31,
1997, these mills had an annual capacity of approximately 1,136,000 tons of pulp
(which includes 173,000 tons of recycled pulp) and 973,000 tons of groundwood
papers and newsprint. In 1997, approximately 10% of the pulp production at the
Sheldon mill, or 61,000 tons, was sold in the open market. On March 23, 1998,
the Company announced that it has entered into an agreement to sell the mills to
Donohue Inc. for $450 million.
The Deferiet, New York integrated pulp and paper mill manufactures pulp and
manufactures and sells specialty groundwood papers. The Hamilton, Ohio paper
mill manufactures and sells premium free sheet papers. As of December 31, 1997,
these mills had an annual capacity of approximately 109,000 tons of pulp and
369,000 tons of free sheet and groundwood papers.
WOOD PRODUCTS
The Company is a major producer of plywood and lumber and also produces wood
chips. The Company's wood products business is conducted through its domestic
wood products operations and through the wood products operations of Weldwood
and Champion Papel.
The principal wood products manufacturing facilities operated by the Company
are summarized under Item 2 of this Report. As of December 31, 1997, the
Company's domestic wood products operations had approximate annual capacities of
922 million square feet (3/8" basis) of softwood plywood and 475 million board
feet of softwood lumber. As of December 31, 1997, Weldwood had approximate
annual capacities of 333 million square feet (3/8" basis) of softwood plywood
and 834 million board feet of softwood lumber.
The Company sells lumber and plywood through one sales office to wholesalers,
dealers, industrial users and retailers. Weldwood exports a significant amount
of lumber and plywood and also sells such products through one sales office to
wholesalers (including a 50%-owned building materials distribution company),
industrial users and retailers throughout North America.
Champion Papel operates a wood chip mill in Brazil with an approximate annual
capacity of 1,010,000 tons of softwood chips. Most of the chips are exported to
Europe and Japan.
In addition, with the January 1998 purchase of Inpacel, Champion Papel
acquired a Brazilian lumber mill with an approximate annual capacity of 6
million board feet of softwood lumber.
4
See the "Wood Products Net Sales" table on page 26 of the Company's 1997
Annual Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the wood products business for 1995, 1996 and 1997.
TIMBER PROPERTIES
The Company owns 4,572,819 acres and controls 513,319 acres of timberlands in
the United States. The Company's owned and controlled timberlands contain in
the aggregate approximately 18,615,000 cunits (one cunit equals one hundred
cubic feet of solid wood) of merchantable sawtimber and approximately 39,770,000
cunits of pulpwood. In 1997, the Company harvested approximately 36% of its
domestic fiber requirements from its owned and controlled timberlands. A
portion of the fiber harvested by the Company is sold in the domestic open
market and in the export market.
Broken down by region, the Company's domestic timber acreage and volume are
as follows: In the State of Washington, the Company owns 293,499 acres and
controls 476 acres of timberlands. These timberlands contain in the aggregate
approximately 7,451,000 cunits of merchantable sawtimber and approximately
1,274,000 cunits of pulpwood. In the South, primarily in Texas, North Carolina,
South Carolina, Alabama, Georgia, Florida, Tennessee and Virginia, the Company
owns 2,601,227 acres and controls 483,237 acres of timberlands containing in the
aggregate approximately 5,242,000 cunits of merchantable sawtimber and
approximately 22,815,000 cunits of pulpwood. The Company owns 1,678,096 acres
and controls 29,606 acres of timberlands in the North, primarily in Maine,
Michigan, New Hampshire and Wisconsin. These timberlands contain in the
aggregate approximately 5,922,000 cunits of merchantable sawtimber and
approximately 15,681,000 cunits of pulpwood.
The Company's domestic log and pulpwood requirements are procured from its
owned and controlled lands, as described above, as well as from open market
purchases, short-term timber purchase contracts with independent timber owners
and agencies of the United States and various state governments, and supply
agreements with other companies. In the opinion of management, these sources
will provide an adequate supply of logs and pulpwood to meet the Company's
principal raw materials requirements for the foreseeable future. It is expected
that the proportion of the Company's domestic fiber requirements derived from
the Company's owned and controlled lands will remain approximately one-third for
the next several years and will increase thereafter as more of the Company's
plantations, primarily in the South, reach maturity.
Supplementing the Company's domestic timberlands are its several seed
orchards and nursery operations. These facilities will enable the Company to
produce most of the trees which it plans to plant in the United States in the
future, including the approximately 70 million trees planned for planting in
1998.
Weldwood obtains raw materials for its wood products manufacturing operations
primarily from sustained-yield, long-term licenses which grant cutting rights on
government-owned timberlands and from long-term agreements with other companies
based on their harvesting licenses. Weldwood believes that these sources will
provide a substantial portion of the raw materials required by its wood products
manufacturing operations for the foreseeable future, with the balance to be
obtained from other third-party suppliers.
In British Columbia, Canada, Weldwood has rights to harvest approximately
547,000 cunits of merchantable sawtimber annually from long-term licenses and,
during the balance of the current terms of such licenses, has rights to harvest
an aggregate of approximately 6,383,000 cunits.
In Alberta, Canada, Weldwood has cutting rights through June 15, 2008 with
respect to approximately 2,461,000 acres of timberlands pursuant to an agreement
with the Provincial Government of Alberta. This agreement is renewable at
Weldwood's option, subject to Provincial Government approval, for successive 20-
year periods as long as the Hinton, Alberta pulp mill remains in operation.
Weldwood has the right to harvest approximately 671,000 cunits of merchantable
sawtimber and pulpwood annually under this agreement.
Cariboo Pulp & Paper Company holds certain rights to harvest up to 533,000
cunits of pulpwood annually from approximately 3,900,000 acres of government-
owned timberlands in British Columbia pursuant to a long-term
5
license. Weldwood believes that this source of pulpwood, as well as supplies of
wood chips from sawmills and plywood plants in the area, will satisfy the raw
materials requirements of Cariboo's pulp mill for the foreseeable future. Babine
Forest Products Company, a joint venture in which Weldwood has an indirect 58%
interest, operates a sawmill in British Columbia and is beneficially entitled to
harvest approximately 230,000 cunits of merchantable sawtimber annually pursuant
to long-term licenses. Houston Forest Products Company, a joint venture in which
Weldwood and West Fraser Mills Ltd. are equal participants, operates a sawmill
in British Columbia and is beneficially entitled to cut approximately 229,000
cunits of merchantable sawtimber annually pursuant to a long-term license.
Champion Papel owns or controls 1,502,543 acres of timberlands and savannah
in Brazil. The owned or controlled acreage includes 1,051,454 acres in the
State of Amapa, of which 185,483 acres are pine and eucalyptus plantations, and
124,000 acres in the State of Parana acquired in January 1998 in connection with
the purchase of Inpacel. Champion Papel expects to plant additional eucalyptus
and pine trees on its land in Amapa until approximately 36% of such land is
planted, with 50% legally required to be left undisturbed, leaving the balance
for natural features and improvements. Twenty percent of the 124,000 acres in
Parana is legally required to be left undisturbed and an additional 17% will be
left for natural features and improvements.
Certain of the Company's land holdings have a value substantially in excess
of that of land primarily used for fiber supply purposes. The Company has sold
or contributed to its wholly owned real estate subsidiaries, net of land
repurchased by the Company, an aggregate of approximately 282,000 acres of such
land. These subsidiaries have sold approximately 243,000 acres, of which
approximately 15,000 acres were sold during 1997, for residential, recreational,
commercial or industrial purposes. The balance is being held for similar sale
or long-term appreciation. A substantial portion of the land held by the
Company's real estate subsidiaries is located in Texas, Florida, Michigan and
Minnesota.
TIMBERLANDS TO BE DIVESTED
The Company has offered for sale approximately 325,000 acres of timberlands
located in New York, Vermont and New Hampshire. These timberlands contain in
the aggregate approximately 1,149,000 cunits of merchantable sawtimber and
approximately 3,274,000 cunits of pulpwood.
MINERAL, OIL AND GAS RESOURCES
The Company owns or controls various mineral, oil and gas rights with respect
to approximately half of the timberlands owned or controlled by the Company in
the United States. The Company has conducted a general review of its domestic
mineral, oil and gas rights and presently is not aware of any significant
reserves or deposits except as discussed below.
The Company has oil and gas interests in fields located in Florida, Alabama,
Texas, Louisiana and Mississippi. Drilling operations are conducted by others
pursuant to leases and other agreements with the Company. The Company estimates
that proved reserves attributable to the Company's interests in such fields
aggregated approximately 1,200,000 barrels of oil and 3,300,000 Mcf (thousand
cubic feet) of natural gas as of December 31, 1997. The Company's share of
production from such fields was approximately 316,000 barrels of oil, 1,404,000
Mcf of natural gas and 3,100,000 gallons of gas products in 1997.
Proved oil and gas reserves attributable to the Company's non-operating
royalty interests and/or operating interests in the oil and gas fields described
above are based primarily upon estimates furnished by the operators of those
fields. The Company's share of production from such fields during each calendar
year is based on monthly production information received from the operators,
showing the application of such interests of the Company to actual production
volumes for such month.
The Company owns the surface rights and full or partial mineral rights to
considerable timberlands in Texas which overlay lignite deposits. The Company
estimates that it owns approximately 350,000,000 tons of lignite
6
reserves in Texas, of which 80% is estimated to be recoverable. These lignite
reserves presently are not being mined due to current market conditions.
CAPITAL PROGRAM
The Company presently anticipates that capital spending, including contract
timber, reforestation and capitalized interest, will be approximately $500
million in 1998, a significant portion of which will be devoted to incremental
improvements, routine capital replacements and environmental compliance.
In 1997, the Company canceled the $127 million recycling project at the
Courtland, Alabama mill.
In 1997, Weldwood completed construction of a lumber mill and modernization
of the plywood plant in Quesnel, British Columbia. The new lumber mill replaced
the existing lumber mill and has an annual capacity of approximately 135 million
board feet of lumber, an increase in capacity of approximately 42%. The
modernization of the plywood plant, which reduces production costs and permits
the manufacture of additional products, decreased capacity by approximately 7%.
The lumber mill and plywood plant project were completed at a cost of
approximately (U.S.) $83 million.
In 1997, the Company began a project to modernize the No. 5 paper machine at
the Bucksport, Maine mill. The project is expected to be completed in 1998 at a
cost of approximately $40 million, of which approximately $18 million had been
expended as of December 31, 1997.
In 1997, the Company began an alkaline-conversion project and various
environmental improvement projects at the Courtland, Alabama mill. These
projects are expected to be completed in 2000 at a total cost of approximately
$121 million, of which approximately $76 million will be spent in 1998.
In addition to the pine plantations and chip mill acquired through the
purchase of Amapa Florestal e Celulose in 1996, the Company plans to establish
eucalyptus and pine plantations and a new chipping operation in the State of
Amapa, Brazil in the next few years. The Company also has under consideration
the possible construction of a pulp and paper mill at Tres Lagoas, State of Mato
Grosso do Sul, Brazil in the next several years. Approximately $250 million had
been expended as of December 31, 1997 in connection with these projects,
including land acquisition and reforestation. Approximately $27 million of the
anticipated capital spending in 1998 will be devoted to these projects.
COMPETITION
See the first paragraph of Note 13 of "Notes to Financial Statements" on page
42 of the Company's 1997 Annual Report, which paragraph is incorporated by
reference herein, for information concerning competitive conditions.
FOREIGN OPERATIONS
For information concerning sales and income of the Company's foreign
subsidiaries and the risks associated with the Company's foreign operations, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", incorporated by reference in Item 7 of this Report from the
Company's 1997 Annual Report.
7
EMPLOYEES
The Company had 23,969 employees at December 31, 1997. Of these, 17,728 were
domestic employees, 55% of whom were covered by contracts with labor unions.
Overall, 63% of the Company's employees were covered by contracts with labor
unions.
Union contracts relating to the Deferiet, New York specialty papers mill and
the Canton, North Carolina free sheet papers and bleached paperboard mill, which
are among the facilities to be divested by the Company, will expire on April 1,
1998 and August 31, 1998, respectively. Union contracts covering other domestic
operations will expire as follows: 1999 - the Roanoke Rapids, North Carolina
kraft mill, the Lufkin and Sheldon, Texas newsprint mills and a Maine wood
products operation; 2000 - the Bucksport, Maine and Sartell, Minnesota
groundwood papers mills and the Florida and Georgia wood products operations;
2001 - the Pensacola, Florida free sheet papers mill and the Hamilton, Ohio
specialty papers mill; 2002 - the Courtland, Alabama free sheet papers mill and
a Maine wood products operation.
The Quinnesec, Michigan mill is a non-union facility.
New three-year labor contracts are in effect at most of Weldwood's wood
products plants. Efforts to reach new labor agreements continue at the Hinton,
Alberta pulp mill and wood products plant and the joint venture pulp mill at
Quesnel, British Columbia, which presently are operating under the terms of
their expired contracts.
The union contract which covers the paper industry in Brazil, including
Champion Papel, is renegotiated each year.
THE ENVIRONMENT
For information regarding environmental capital expenditures, hazardous
substance cleanup and other envi-ronmental matters affecting the Company, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", incorporated by reference in Item 7 of this Report from the
Company's 1997 Annual Report.
ENERGY REQUIREMENTS
The Company believes that it will be able to meet its energy needs for the
foreseeable future. Wood wastes and pulping liquors, which are by-products from
the manufacture of wood products and pulp, provide a reliable and relatively
low-cost source of energy for the Company's primary manufacturing facilities.
The Company's domestic wood products manufacturing facilities and domestic pulp,
paper and kraft mills satisfy approximately half of their energy requirements
from such wood wastes and pulping liquors.
The Company's foreseeable needs for purchased energy have been anticipated,
and the Company believes that it has arranged for adequate sources of supply.
ITEM 2. PROPERTIES
In 1997, the Company's domestic and foreign manufacturing facilities
operated at near-full capacity in both the paper segment and the wood products
segment.
Reference is made to Item 1 of this Report for information concerning the
general character, adequacy and capacity of the principal plants, timber
properties and other materially important physical properties of the Company.
The following lists show the location, nature and ownership of the Company's
principal plants. None of these plants is subject to a mortgage and, except as
indicated, all are owned in fee.
8
PAPER
FREE SHEET PAPERS
(a) Integrated pulp and free sheet papers mills:
(i) Courtland, Alabama (1);
(ii) Canton, North Carolina (which the Company has offered for sale
as discussed above in the section captioned "Paper");
(iii) Pensacola, Florida; and
(iv) Quinnesec, Michigan.
(b) The Company operates a plant in Waynesville, North Carolina (which the
Company has offered for sale as discussed above in the section captioned
"Paper") which applies polyethylene coating to bleached paperboard produced at
the Canton, North Carolina mill and which also converts roll stock into cut-size
paper.
(c) The Company operates five plants which convert polyethylene-coated
paperboard into milk and juice cartons and one plant which converts
polyethylene-coated paperboard into ovenable packaging (all of which the Company
has offered for sale as discussed above in the section captioned "Paper"). All
of these plants are located in the United States (2).
GROUNDWOOD PAPERS
(d) Integrated pulp and groundwood papers mills:
(i) Bucksport, Maine; and
(ii) Sartell, Minnesota (3).
(e) Integrated pulp and newsprint mills (which the Company has offered for
sale as discussed above in the section captioned "Paper"):
(i) Lufkin, Texas; and
(ii) Sheldon, Texas.
SPECIALTY PAPERS
(f) Integrated pulp and specialty papers mills:
(i) Deferiet, New York (which the Company has offered for sale as
discussed above in the section captioned "Paper"); and
(ii) Roanoke Rapids, North Carolina.
(g) The Company operates a specialty papers mill in Hamilton, Ohio (which the
Company has offered for sale as discussed above in the section captioned
"Paper").
_______________________
(1) For Courtland, Alabama mill lease information, see Item 1 - "Paper" of this
Report.
(2) For lease information regarding one of these plants, located in Athens,
Georgia, see Item 1 - "Paper" of this Report.
(3) For Sartell, Minnesota mill lease information, see Item 1 - "Paper" of this
Report.
9
PULP
(h) Market pulp is produced at the Company's free sheet papers mills in
Pensacola, Florida, Courtland, Alabama and Quinnesec, Michigan and at the
newsprint mill in Sheldon, Texas (which the Company has offered for sale as
discussed above in the section captioned "Paper").
(i) Weldwood operates a pulp mill in Hinton, Alberta, Canada and owns 50% of
a joint venture which operates a pulp mill in Quesnel, British Columbia, Canada.
BRAZIL
(j) Champion Papel operates an integrated pulp and free sheet papers mill at
Mogi Guacu, Brazil.
(k) Inpacel, a wholly owned subsidiary of Champion Papel, operates an
integrated pulp and groundwood papers mill in Arapoti, Brazil.
WOOD PRODUCTS
(a) The Company operates three softwood plywood plants in the United States.
(b) Weldwood operates two softwood plywood plants in Canada. One of these
plants is located on leased land.
(c) The Company operates six softwood lumber mills in the United States.
(d) Weldwood operates three softwood lumber mills in Canada. One of these
mills is located on leased land.
(e) Decker Lake Forest Products Limited, a subsidiary in which Weldwood has
an indirect 58% interest, operates a softwood lumber mill in Canada.
(f) Each of Babine Forest Products Company and Houston Forest Products
Company, joint ventures in which Weldwood has an interest, operates a mill for
the production of softwood lumber in Canada. One of these mills is located on
leased land.
(g) Champion Papel, through a wholly owned subsidiary, operates a softwood
lumber mill in Brazil.
Item 3. LEGAL PROCEEDINGS
The Company is involved in legal and administrative proceedings and
claims of various types. While any litigation contains an element of
uncertainty, management, based upon the opinion of the Company's General
Counsel, presently believes that the outcome of each such proceeding or claim
which is pending or known to be threatened, or all of them combined, will not
have a material adverse effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
10
EXECUTIVE OFFICERS OF THE REGISTRANT(1)
L. Scott Barnard (age 55) is an Executive Vice President of the Company, a
position which he has held since August 1992. He has responsibility for the
Company's pulp and paper sales. From February 1989 to September 1996, he had
responsibility for sales and marketing for the printing and writing papers and
publication papers businesses.
Stephen B. Brown (age 58) is Senior Vice President and General Counsel of the
Company, a position which he has held since January 1, 1997. From April 1983 to
December 1996, he was Vice President-Senior Counsel.
Mark V. Childers (age 45) is Senior Vice President-Organizational Development
and Human Resources of the Company, a position which he has held since August
1992.
Michael P. Corey (age 54) is a Senior Vice President of the Company, a
position which he has held since February 1997. He has responsibility for
corporate analysis, acquisitions and divestitures, mineral resources and the
Company's real estate subsidiaries. From December 1984 to February 1997, he was
Vice President-Corporate Analysis.
Richard J. Diforio, Jr. (age 62) is a Senior Vice President of the Company, a
position which he has held since November 1992. He has responsibility for
environmental, health and safety affairs.
Joe K. Donald (age 55) is an Executive Vice President of the Company, a
position which he has held since August 1989. He has responsibility for the
Company's domestic pulp and paper manufacturing operations. From August 1989 to
September 1996, he headed the publication papers business.
Frank Kneisel (age 60) is Senior Vice President-Finance of the Company, a
position which he has held since January 1995. From November 1975 to December
1994, he was Treasurer of the Company. From May 1981 to December 1994, he was a
Vice President.
Burton G. MacArthur, Jr. (age 51) is an Executive Vice President of the
Company, a position which he has held since January 1990. He has responsibility
for the Company's marketing program, as well as for order services, purchasing,
transportation and logistics. From January 1990 to September 1996, he headed
the newsprint and kraft business.
Kenwood C. Nichols (age 58) is Vice Chairman and Executive Officer and a
director of the Company. He was elected Executive Officer in 1996. Since
August 1989, he has served as Vice Chairman and a director.
Richard E. Olson (age 60) is Chairman of the Board of Directors and Chief
Executive Officer of the Company, positions which he has held since 1996. From
December 1987 to 1996, he was an Executive Vice President of the Company, with
responsibility for engineering, technology, manufacturing support and major
projects.
Richard L. Porterfield (age 51) is an Executive Vice President of the
Company, a position which he has held since August 1992. He heads the forest
products unit, which consists of domestic timberlands operations and the
domestic wood products business.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company had 17,683 record holders of its Common Stock as of February
27, 1998.
___________________________
(1) The term of office for each executive officer expires at the Annual Meeting
of the Board of Directors of the Company scheduled to be held on May 21,
1998.
11
The Company's Common Stock is traded on the New York Stock Exchange.
Restrictions on the ability of the Company to pay cash dividends are included
in several of the Company's debt instruments and the Company's Restated
Certificate of Incorporation. At December 31, 1997, the most restrictive of
these limitations required the Company to maintain tangible net worth (as
defined below) of at least $2.61 billion. As a result of this requirement, such
amount is unavailable for the payment of dividends. Approximately $571 million
of tangible net worth at December 31, 1997 was free of such restrictions.
Tangible net worth is defined as shareholders' equity minus goodwill,
unamortized debt discount and other like intangibles, all determined on a
consolidated basis for the Company.
For information concerning the high and low sales prices of the Company's
Common Stock for each quarterly period during the last two years and the amount
of dividends paid on the Company's Common Stock in each quarterly period during
the last two years, see the section on the inside back cover of the Company's
1997 Annual Report captioned "Common Stock Prices and Dividends Paid". Said
section is incorporated by reference herein.
ITEM 6. SELECTED FINANCIAL DATA
There is incorporated by reference herein the table on pages 56 and 57 of the
Company's 1997 Annual Report captioned "Eleven-Year Selected Financial Data".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is incorporated by reference herein the section on pages 48 to 55 of
the Company's 1997 Annual Report captioned "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
There is incorporated by reference herein the fourth sentence of the fourth
paragraph of "Paper - Operations to Be Divested" under Part I of this Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is incorporated by reference herein the sections of the Company's 1997
Annual Report captioned "Consolidated Statement of Income", "Consolidated
Balance Sheet", "Consolidated Cash Flows", "Consolidated Retained Earnings",
"Notes to Financial Statements" and "Report of Independent Public Accountants",
which sections are on pages 29, 30, 31, 32, 33 to 46 and 47, respectively, of
the Company's 1997 Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See the section captioned "Executive Officers of the Registrant" under Part I
of this Report for information concerning the Company's executive officers.
For information concerning the directors of the Company, see the sections
captioned "The Board of Directors-The Nominees", "Information on the Nominees
and Directors", and "Committees" in the Company's definitive Proxy Statement for
the Annual Meeting of Shareholders scheduled to be held on May 21, 1998 (the
"Company's 1998 Proxy Statement"). Said sections are incorporated by reference
herein.
12
Item 11. EXECUTIVE COMPENSATION
There is incorporated by reference herein from the Company's 1998 Proxy
Statement the sections therein captioned "The Board of Directors-Directors'
Compensation"; and "Executive Compensation-Summary Compensation Table",
"Option/SAR Grant Table", "Option/SAR Exercise and Year-End Values Table",
"Long-Term Incentive Plan Awards Table", "Pension Plan Table", "Compensation
Committee Interlocks and Insider Participation" and "Employment and Severance
Agreements".
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is incorporated by reference herein from the Company's 1998 Proxy
Statement the sections therein captioned "Principal Shareholders" and "Stock
Ownership by Nominees, Directors and Named Executive Officers".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is incorporated by reference herein from the Company's 1998 Proxy
Statement the section therein captioned "Transactions".
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS. The following Consolidated Financial Statements
of Champion International Corporation and Subsidiaries, Notes to Financial
Statements and Report of Independent Public Accountants are incorporated by
reference herein from the Company's 1997 Annual Report:
CAPTION IN COMPANY'S
DESCRIPTION 1997 ANNUAL REPORT (PAGE NUMBER)
----------- --------------------------------
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1997.............Consolidated Statement of Income (page 29)
Consolidated Balance Sheets at December 31, 1997 and 1996...........Consolidated Balance Sheet (page 30)
Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1997..................Consolidated Cash Flows (page 31)
Consolidated Statements of Retained Earnings for each of
the three years in the period ended December 31, 1997...........Consolidated Retained Earnings (page 32)
Notes to Financial Statements.............................Notes to Financial Statements (pages 33 to 46)
Report of Independent Public Accountants with
respect to the financial statements listed above......Report of Independent Public Accountants (page 47)
(b) FINANCIAL STATEMENT SCHEDULES. All Financial Statement Schedules have
been omitted since the information is not applicable, is not required or is
included in the Consolidated Financial Statements or Notes to Financial
Statements listed under section (a) of this Item 14.
(c) EXHIBITS. Each Exhibit is listed according to the number assigned to it
in the Exhibit Table of Item 601 of Regulation S-K. The Exhibit numbers
preceded by an asterisk (*) indicate Exhibits physically filed with this Annual
Report on Form 10-K. All other Exhibit numbers indicate Exhibits filed by
incorporation by reference
13
herein. Exhibit numbers 10.1 through 10.35, which are preceded by a plus sign
(+), are management contracts or compensatory plans or arrangements.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Restated Certificate of Incorporation of the Company, filed in
the State of New York on October 20, 1986 (filed by incorporation
by reference to Exhibit 3.1 to the Company's Form 10-K for the
fiscal year ended December 31, 1986, Commission File No. 1-3053).
3.2 Certificate of Amendment of Restated Certificate of Incorporation
of the Company, filed in the State of New York on July 18, 1988
(filed by incorporation by reference to Exhibit 4.1 to the
Company's Form 10-Q for the quarter ended June 30, 1988,
Commission File No. 1-3053).
3.3 Certificate of Amendment of Restated Certificate of Incorporation
of the Company, filed in the State of New York on December 6,
1989 (filed by incorporation by reference to Exhibit 4.1 to the
Company's Form 8-K dated December 14, 1989, Commission File No.
1-3053).
3.4 Certificate of Amendment of Restated Certificate of Incorporation
of the Company, filed in the State of New York on December 21,
1989 (filed by incorporation by reference to Exhibit 3.4 to the
Company's Form 10-K for the fiscal year ended December 31, 1989,
Commission File No. 1-3053).
3.5 By-Laws of the Company (filed by incorporation by reference to
Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
September 30, 1996, Commission File No. 1-3053).
4 Letter agreement dated March 29, 1991 of the Company to furnish
to the Commission upon request copies of certain instruments with
respect to long-term debt (filed by incorporation by reference to
Exhibit 4 to the Company's Form 10-K for the fiscal year ended
December 31, 1990, Commission File No. 1-3053).
+10.1 Champion International Corporation 1986 Management Incentive
Program, consisting of the 1986 Stock Option Plan and the 1986
Contingent Compensation Plan (filed by incorporation by reference
to Exhibit 19.1 to the Company's Form 10-Q for the quarter ended
June 30, 1986, Commission File No. 1-3053).
+10.2 Amendment to Champion International Corporation 1986 Management
Incentive Program (filed by incorporation by reference to Exhibit
10.1 to the Company's Form 10-Q for the quarter ended March 31,
1993, Commission File No. 1-3053).
+10.3 Amendment to Champion International Corporation 1986 Management
Incentive Program (filed by incorporation by reference to the
appendix to the Company's Proxy Statement for the 1997 Annual
Meeting of Shareholders).
+10.4 Champion International Corporation Supplemental Retirement
Income Plan (filed by incorporation by reference to Exhibit 10.7
to the Company's Form 10-K for the fiscal year ended December 31,
1989, Commission File No. 1-3053).
+10.5 Amendment dated as of January 1, 1994 to Champion International
Corporation Supplemental Retirement Income Plan (filed by
incorporation by reference to Exhibit 10.6 to the Company's Form
10-K for the fiscal year ended December 31, 1994, Commission File
No. 1-3053).
14
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
+10.6 Champion International Corporation Nonqualified Supplemental
Savings Plan (filed by incorporation by reference to Exhibit 10.5
to the Company's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 1-3053).
*+10.7 Champion International Corporation Management Incentive Deferral
Plan.
+10.8 Form of Restricted Stock Unit Grant Letter dated February 18,
1997 (filed by incorporation by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended March 31, 1997,
Commission File No. 1-3053).
+10.9 Champion International Corporation 1997 Incentive Compensation
Plan (filed by incorporation by reference to Exhibit 10.2 to the
Company's Form 10-Q for the quarter ended March 31, 1997,
Commission File No. 1-3053).
+10.10 Champion International Corporation 1997 Performance Share Plan
(filed by incorporation by reference to Exhibit 10.3 to the
Company's Form 10-Q for the quarter ended March 31, 1997,
Commission File No. 1-3053).
*+10.11 Agreement dated as of September 18, 1997 between the Company and
Mr. Olson providing certain employment, severance and retirement
arrangements.
*+10.12 Agreement Relating to Legal Expenses dated September 18, 1997
between the Company and Mr. Olson providing reimbursement of
certain legal expenses following a change in control of the
Company.
+10.13 Agreement dated as of October 18, 1990 between the Company and
Mr. Nichols providing certain employment, severance and
retirement arrangements (filed by incorporation by reference to
Exhibit 10.16 to the Company's Form 10-K for the fiscal year
ended December 31, 1990, Commission File No. 1-3053).
+10.14 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. Nichols providing reimbursement of
certain legal expenses following a change in control of the
Company (filed by incorporation by reference to Exhibit 10.17 to
the Company's Form 10-K for the fiscal year ended December 31,
1990, Commission File No. 1-3053).
+10.15 Amendment dated as of September 19, 1991 to Agreement dated as
of October 18, 1990 between the Company and Mr. Nichols (filed by
incorporation by reference to Exhibit 10.18 to the Company's Form
10-K for the fiscal year ended December 31, 1991, Commission File
No. 1-3053).
+10.16 Agreement dated as of October 18, 1990 between the Company and
Mr. Donald providing certain severance arrangements (filed by
incorporation by reference to Exhibit 10.27 to the Company's Form
10-K for the fiscal year ended December 31, 1996, Commission File
No. 1-3053).
+10.17 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. Donald providing reimbursement of
certain legal expenses following a change in control of the
Company (filed by incorporation by reference to Exhibit 10.28 to
the Company's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 1-3053).
15
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
+10.18 Amendment dated as of September 19, 1991 to Agreement dated as
of October 18, 1990 between the Company and Mr. Donald (filed by
incorporation by reference to Exhibit
10.29 to the Company's Form 10-K for the fiscal year ended
December 31, 1996, Commission File No. 1-3053).
+10.19 Amendment dated as of November 21, 1996 to Agreement dated as
of October 18, 1990 between the Company and Mr. Donald (filed by
incorporation by reference to Exhibit 10.30 to the Company's Form
10-K for the fiscal year ended December 31, 1996, Commission File
No. 1-3053).
+10.20 Agreement dated as of October 18, 1990 between the Company and
Mr. Barnard providing certain severance arrangements (filed by
incorporation by reference to Exhibit 10.31 to the Company's Form
10-K for the fiscal year ended December 31, 1996, Commission File
No. 1-3053).
+10.21 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. Barnard providing reimbursement of
certain legal expenses following a change in control of the
Company (filed by incorporation by reference to Exhibit 10.32 to
the Company's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 1-3053).
+10.22 Amendment dated as of September 19, 1991 to Agreement dated as
of October 18, 1990 between the Company and Mr. Barnard (filed by
incorporation by reference to Exhibit 10.33 to the Company's Form
10-K for the fiscal year ended December 31, 1996, Commission File
No. 1-3053).
*+10.23 Agreement dated as of October 18, 1990 between the Company and
Mr. MacArthur providing certain severance arrangements.
*+10.24 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. MacArthur providing reimbursement of
certain legal expenses following a change in control of the
Company.
*+10.25 Amendment dated as of September 19, 1991 to Agreement dated as
of October 18, 1990 between the Company and Mr. MacArthur.
+10.26 Agreement dated as of October 18, 1990 between the Company and
Mr. Porterfield providing certain severance arrangements (filed
by incorporation by reference to Exhibit 10.34 to the Company's
Form 10-K for the fiscal year ended December 31, 1996, Commission
File No. 1-3053).
+10.27 Agreement Relating to Legal Expenses dated October 18, 1990
between the Company and Mr. Porterfield providing reimbursement
of certain legal expenses following a change in control of the
Company (filed by incorporation by reference to Exhibit 10.35 to
the Company's Form 10-K for the fiscal year ended December 31,
1996, Commission File No. 1-3053).
+10.28 Amendment dated as of September 19, 1991 to Agreement dated as
of October 18, 1990 between the Company and Mr. Porterfield
(filed by incorporation by reference to Exhibit 10.36 to the
Company's Form 10-K for the fiscal year ended December 31, 1996,
Commission File No. 1-3053).
16
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
+10.29 Trust Agreement dated as of February 19, 1987 between the Company
and Fleet National Bank of Connecticut securing certain payments
under the contracts listed as Exhibit numbers 10.11 through
10.28, among others, following a change in control of the
Company (filed by incorporation by reference to Exhibit 19.11 to
the Company's Form 10-Q for the quarter ended June 30, 1987,
Commission File No. 1-3053).
+10.30 Amendment dated as of August 18, 1988 to Trust Agreement dated as
of February 19, 1987 between the Company and Fleet National Bank
of Connecticut (filed by incorporation by reference to Exhibit
10.29 to the Company's Form 10-K for the fiscal year ended
December 31, 1988, Commission File No. 1-3053).
+10.31 Champion International Corporation Executive Life Insurance Plan
(filed by incorpor-ation by reference to Exhibit 10.27 to the
Company's Form 10-K for the fiscal year ended December 31, 1990,
Commission File No. 1-3053).
+10.32 Amendment dated as of January 1, 1994 to Champion International
Corporation Executive Life Insurance Plan (filed by incorporation
by reference to Exhibit 10.33 to the Company's Form 10-K for the
fiscal year ended December 31, 1994, Commission File No. 1-3053).
+10.33 Second amendment dated as of July 17, 1996 to Champion
International Corporation Executive Life Insurance Plan (filed by
incorporation by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended June 30, 1996, Commission File No. 1-
3053).
+10.34 Extract from the minutes of the meeting of the Board of Directors
of the Company held on October 18, 1979 relating to the $50,000
of group term life insurance provided by the Company for non-
employee directors (filed by incorporation by reference to
Exhibit 10.28 to the Company's Form 10-K for the fiscal year
ended December 31, 1990, Commission File No. 1-3053).
+10.35 Compensation Plan for Non-Employee Directors (filed by
incorporation by reference to Exhibit 10.4 to the Company's Form
10-Q for the quarter ended March 31, 1997, Commission File No. 1-
3053).
*11 Schedule showing calculation of basic earnings per common share
and diluted earnings per common share.
*13 Portions of the Company's 1997 Annual Report which are
specifically incorporated by reference herein.
*21 List of significant subsidiaries of the Company.
*23.1 Opinion and Consent of the Senior Vice President and General
Counsel of the Company.
*23.2 Consent of Arthur Andersen LLP.
*24 Power of Attorney relating to the execution and filing of this
Annual Report on Form 10-K and all amendments hereto.
*27 Financial Data Schedule.
17
(d) REPORTS ON FORM 8-K. The Company filed a Current Report on Form 8-K
dated October 8, 1997 reporting the issuance of a press release announcing the
Company's plan to maximize shareholder value. The Company filed a Current Report
on Form 8-K dated December 16, 1997 reporting the sale of $100,000,000 principal
amount of the Company's 7.15% Debentures due December 15, 2027 and $100,000,000
principal amount of the Company's 6.65% Notes due December 15, 2037, pursuant to
the Company's shelf registration statement (No. 333-19929).
* * *
FORWARD-LOOKING STATEMENTS
Certain statements in this Report (including statements incorporated by
reference herein) that are neither reported financial results nor other
historical information are forward-looking statements. Such forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties that could cause actual results and Company plans and objectives
to differ materially from those expressed in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, changes in the
United States and international economies; changes in worldwide demand for the
Company's products; changes in worldwide production and production capacity in
the forest products industry; competitive pricing pressures for the Company's
products; currency fluctuations; and changes in raw material, energy and other
costs.
18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ON THE 27TH DAY OF MARCH,
1998.
CHAMPION INTERNATIONAL CORPORATION
(Registrant)
By /s/ Lawrence A. Fox
------------------------------
(Lawrence A. Fox)
VICE PRESIDENT AND SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED.
Signature TITLE DATE
--------- ----- ----
Chairman of the Board,
Chief Executive Officer
and Director (Principal
Richard E. Olson* Executive Officer) March 27, 1998
- -------------------------
(RICHARD E. OLSON)
Vice Chairman and Executive
Officer and Director (Principal
Kenwood C. Nichols* Accounting Officer) March 27, 1998
- -------------------------
(KENWOOD C. NICHOLS)
Senior Vice President-
Finance (Principal
Frank Kneisel* Financial Officer) March 27, 1998
- -------------------------
(FRANK KNEISEL)
Lawrence A. Bossidy*
- ------------------------- Director March 27, 1998
(LAWRENCE A. BOSSIDY)
Robert A. Charpie* Director March 27, 1998
- -------------------------
(ROBERT A. CHARPIE)
H. Corbin Day* Director March 27, 1998
- -------------------------
(H. CORBIN DAY)
Alice F. Emerson* Director March 27, 1998
- -------------------------
(ALICE F. EMERSON)
Allan E. Gotlieb* Director March 27, 1998
- -------------------------
(ALLAN E. GOTLIEB)
19
Signature TITLE DATE
--------- ----- ----
Sybil C. Mobley* Director March 27, 1998
- --------------------------
(SYBIL C. MOBLEY)
Walter V. Shipley* Director March 27, 1998
- --------------------------
(WALTER V. SHIPLEY)
Richard E. Walton* Director March 27, 1998
- --------------------------
(RICHARD E. WALTON)
John L. Weinberg* Director March 27, 1998
- --------------------------
(JOHN L. WEINBERG)
*By /s/ Lawrence A. Fox March 27, 1998
----------------------
(LAWRENCE A. FOX)
A POWER OF ATTORNEY AUTHORIZING STEPHEN B. BROWN, LAWRENCE A. FOX AND RICHARD
E. OLSON AND EACH OF THEM TO SIGN THIS REPORT AND ALL AMENDMENTS HERETO AS
ATTORNEYS-IN-FACT FOR OFFICERS AND DIRECTORS OF THE REGISTRANT IS FILED AS
EXHIBIT 24 HERETO.
20