SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHAMPION INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1427390
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(State of Incorporation or Organization (IRS Employer Identification No.)
One Champion Plaza, Stamford, Connecticut 06921
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. |X| box. |_|
Securities Act registration statement file number to which this form
relates: N/A
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Rights to Purchase Preference New York Stock Exchange
Stock, Participating Cumulative
Series C (issued pursuant to
the Rights Agreement, dated
as of May 12, 2000, between
Champion International Corporation
and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
This Registration Statement filed by Champion International
Corporation (the "Company") on Form 8-A relates to the distribution of
rights (the "Rights") to purchase Preference Stock, Participating
Cumulative Series C of the Company, par value $1.00 per share (the "Series
C Preference Stock"), to the shareholders of the Company pursuant to the
Rights Agreement (the "Rights Agreement"), dated as of May 12, 2000,
between the Company and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent"), as Rights Agent, a copy of which is attached as Exhibit 1
hereto and is incorporated herein by reference.
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On May 12, 2000, the Board of Directors of the Company declared
a dividend distribution of one Right for each outstanding share of Common
Stock, par value $.50 per share (the "Common Stock"), of the Company to
shareholders of record at the close of business on May 30, 2000 (the
"Record Date"). Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-hundredth of a share (a "Unit") of
Series C Preference Stock at a purchase price of $200 per Unit, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to the shares of Common
Stock then outstanding, and no separate Rights Certificates will be
distributed. Subject to certain exceptions specified in the Rights
Agreement, the Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date") or (ii) 10 business days (or
such later date as the Board shall determine) following the commencement of
a tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person. Notwithstanding the foregoing, no person
shall become an Acquiring Person as a result of the announcement,
commencement or consummation of (A) a tender or exchange offer for all
outstanding shares of Common Stock made on equal terms to all holders of
Common Stock, or (B) a tender or exchange offer for less than all
outstanding shares of Common Stock made pursuant to an agreement approved
by the Board of Directors of the Company, or (C) any merger or similar
transaction in which outstanding shares of Common Stock are converted into
or exchanged for cash, securities or other consideration.
Until a Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preference Stock will be issued.
The Rights are not exercisable until a Distribution Date and
will expire at the earliest to occur of (i) 5:00 P.M. (New York City time)
on December 31, 2000, (ii) such time as the Rights are earlier redeemed or
exchanged by the Company as described below or (iii) the consummation of a
merger or similar transaction approved by the Board of Directors of the
Company.
As soon as practicable after a Distribution Date, separate
certificates representing the Rights (the "Rights Certificates") will be
mailed to holders of record of the Common Stock as of the close of business
on such Distribution Date and, thereafter, the separate Rights Certificates
alone will represent the Rights. Except as otherwise determined by the
Board of Directors, only shares of Common Stock issued prior to a
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise
price of the Right. The Exercise Price is the Purchase Price times the
number of shares of Common Stock associated with each Right.
Notwithstanding any of the foregoing, following the occurrence of the event
set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
In the event that, at any time following a Distribution Date,
(i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation or its
Common Stock is changed or exchanged, (ii) the Company engages in a merger
or other business combination transaction in which the Company is the
surviving corporation and the Common Stock of the Company is changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
The Purchase Price payable, and the number of Units of Series C
Preference Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series C Preference Stock, (ii) if holders of the
Series C Preference Stock are granted certain rights or warrants to
subscribe for Series C Preference Stock or convertible securities at less
than the Current Market Price of the Series C Preference Stock, or (iii)
upon the distribution to holders of the Series C Preference Stock of
evidences of indebtedness or assets (excluding regular quarterly dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preference
Stock on the last trading date prior to the date of exercise.
At any time until ten days following a Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to a Distribution
Date. After a Distribution Date, the provisions of the Rights Agreement may
be amended by the Board in order to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of Rights, or to
shorten or lengthen any time period under the Rights Agreement; provided,
that the Rights Agreement may not be amended at such time as the Rights are
not redeemable.
As of May 11, 2000, there were 96,851,138 shares of Common
Stock outstanding.
ITEM 2. EXHIBITS.
1 Rights Agreement, dated as of May 12, 2000, between Champion
International Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 30, 2000
CHAMPION INTERNATIONAL CORPORATION
By: /s/ Lawrence A. Fox
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Name: Lawrence A. Fox
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit Description
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1 Rights Agreement, dated as of May 12, 2000, between
Champion International Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.