Filed On 8/13/96 · SEC File 1-03053 · Accession Number 950130-96-3163
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
8/13/96 Champion International Corp 10-Q 6/30/96 6:42 950130
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 14 67K
2: EX-3.1 By-Laws of the Company 22 92K
3: EX-10.1 Amend Dated 7/17/96 (Supp Savings Plan) 1 8K
4: EX-10.2 Second Amend Dated 7/17/96 (Exec Life Ins Plan) 1 8K
5: EX-11 Calculation of Primary Earnings 2± 10K
6: EX-27 Financial Data Schedule 2 9K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
--------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------------------------------
Commission File Number 1-3053
--------------------------------------
Champion International Corporation
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1427390
------------------------------------------------ ----------------------
State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
One Champion Plaza, Stamford, Connecticut 06921
-------------------------------------------------
(Address of principal executive offices)
(Zip Code)
203-358-7000
------------------------------------------------
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 31, 1996
---------------------------------------- --------------------------------
Common stock, $.50 par value 95,525,550
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
(in thousands, except per share)
· Enlarge/Download Table
Six Months Ended Three Months Ended
--------------------------- ---------------------------
June 30, June 30,
--------------------------- ---------------------------
1996 1995 1996 1995
-------- -------- -------- --------
Net Sales $ 2,977,766 $ 3,390,456 $ 1,444,584 $ 1,756,432
Costs and Expenses
Cost of products sold 2,546,870 2,587,970 1,286,417 1,311,009
Selling, general and administrative expenses 188,286 194,832 91,271 98,173
Interest and debt expenses 108,178 114,528 53,219 54,811
Other (income) expense - net (Note 2) (19,856) (31,253) (8,688) (11,477)
------------ ----------- ----------- -----------
Total costs and expenses 2,823,478 2,866,077 1,422,219 1,452,516
Income Before Income Taxes 154,288 524,379 22,365 303,916
Income Taxes 55,087 205,621 6,813 116,383
------------ ----------- ----------- -----------
Net Income $ 99,201 $ 318,758 $ 15,552 $ 187,533
============ =========== =========== ===========
Dividends on Preference Stock --- 13,258 --- 6,320
============ =========== =========== ===========
Net Income Applicable to Common Stock $ 99,201 $ 305,500 $ 15,552 $ 181,213
============ =========== =========== ===========
Average Number of Common Shares Outstanding 95,508 93,536 95,511 93,686
============ =========== =========== ===========
Earnings Per Common Share (Exhibit 11):
Primary $ 1.04 $ 3.27 $ 0.16 $ 1.93
============ =========== =========== ===========
Fully Diluted $ 1.04 $ 3.04 $ 0.16 $ 1.79
============ =========== =========== ===========
Cash dividends declared $ .10 $ .10 $ .05 $ .05
============ =========== =========== ===========
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
-2-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands of dollars)
· Enlarge/Download Table
June 30, December 31,
1996 1995
ASSETS: (unaudited)
-------------- -------------
Current Assets:
Cash and cash equivalents $ 322,130 $ 317,069
Short-term investments 53,391 98,275
Receivables - net 560,214 641,291
Inventories 424,467 484,001
Prepaid expenses 41,618 24,841
Deferred income taxes 74,054 75,329
------------- ------------
Total Current Assets 1,475,874 1,640,806
------------- ------------
Timber and timberlands, at cost - less cost of
timber harvested 2,199,796 2,007,685
------------- ------------
Property, plant and equipment, at cost 9,001,044 8,850,519
Less - Accumulated Depreciation (3,491,412) (3,335,945)
------------- ------------
5,509,632 5,514,574
------------- ------------
Other assets and deferred charges 474,776 380,237
------------- ------------
Total Assets $ 9,660,078 $ 9,543,302
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Current installments of long-term debt $ 154,660 $ 77,760
Short-term bank borrowings 134,864 150,067
Accounts payable and accrued liabilities 676,935 726,206
Income taxes 5,090 125,840
------------- ------------
Total Current Liabilities 971,549 1,079,873
------------- ------------
Long-term debt 2,862,365 2,828,509
------------- ------------
Other liabilities 674,227 664,010
------------- ------------
Deferred income taxes 1,313,179 1,218,978
------------- ------------
Minority interest in subsidiaries (Note 4) 112,613 105,241
------------- ------------
Shareholders' Equity:
Capital Shares:
Common (110,289,679 and 110,230,379
shares issued at June 30, 1996 and
December 31, 1995, respectively) 55,145 55,115
Capital Surplus 1,650,608 1,653,456
Retained Earnings 2,707,659 2,618,033
------------- ------------
4,413,412 4,326,604
------------- ------------
Treasury shares, at cost (657,864) (650,049)
Cumulative translation adjustment (29,403) (29,864)
------------- ------------
Total Shareholders' Equity 3,726,145 3,646,691
------------- ------------
Total Liabilities and Shareholders' Equit $ 9,660,078 $ 9,543,302
============= ============
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
-3-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED CASH FLOWS (unaudited)
(in thousands of dollars)
· Enlarge/Download Table
Six Months Ended
------------------------------------
June 30,
------------------------------------
1996 1995
------------ ------------
Cash flows from operating activities:
Net income $ 99,201 $ 318,758
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation expense 200,838 193,926
Cost of timber harvested 42,800 37,798
Net gain on sale of assets (3,894) (36,167)
(Increase) decrease in receivables 82,043 (110,429)
(Increase) decrease in inventories (5,600) 11,872
(Increase) decrease in prepaid expenses (16,742) (16,903)
Increase (decrease) in accounts payable and
accrued liabilities (64,028) (7,905)
Increase (decrease) in income taxes (120,458) 45,765
Increase (decrease) in other liabilities (18,653) 7,684
Increase (decrease) in deferred income taxes 15,273 64,136
All other - net 1,430 53,445
------------- -------------
Net cash provided by operating activities 212,210 561,980
------------- -------------
Cash flows from investing activities:
Expenditures for property, plant and equipment (185,778) (154,089)
Timber and timberlands expenditures (60,677) (119,970)
Acquisition of timber subsidiary (Note 3) (71,990) ---
Proceeds from redemption of investments 44,884 ---
Proceeds from sales of property, plant and equipment
and timber and timberlands 17,805 182,886
All other - net 3,982 (11,489)
------------- -------------
Net cash used in investing activities (251,774) (102,662)
------------- -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 508,899 276,851
Payments of current installments of long-term debt
and long-term debt (449,474) (80,095)
Cash dividends paid (9,579) (22,596)
Payments to acquire treasury stock (7,815) (492,729)
All other - net 2,594 23,911
------------- -------------
Net cash provided by (used in) financing activities 44,625 (294,658)
------------- -------------
Increase in cash and cash equivalents 5,061 164,660
Cash and Cash Equivalents:
Beginning of period 317,069 90,948
------------- -------------
End of period $ 322,130 $ 255,608
============= =============
Supplemental cash flow disclosures:
Cash paid during the period for:
Interest (net of capitalized amounts) $ 102,593 $ 120,043
Income taxes (net of refunds) 153,116 91,168
The accompanying Notes to Consolidated Financial Statements are an integral part
of this statement.
-4-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
June 30, 1996
Note 1
The unaudited information furnished in this report reflects all adjustments
which are, in the opinion of management, necessary to present fairly a statement
of the results for the interim periods reported. All such adjustments made were
of normal recurring nature.
Note 2.
Other income (expense) - net for the three months and six months ended June 30,
1995 includes gains of $39 million and $89 million, respectively, from the sales
of certain operations in Canada and charges of $32 million and $68 million,
respectively, primarily for the writedown of certain U.S. paper and wood
products assets.
Note 3.
During the first quarter of 1996 the company acquired Lake Superior Land Company
for $76 million, before netting $4 million of cash owned by Lake Superior Land
Company, as well as an outstanding $44 million mortgage loan. The acquisition
was accounted for as a purchase. Liabilities recorded in connection with the
acquistion, including purchase accounting adjustments, were the $44 million
mortgage loan, $68 million deferred taxes payable and $13 million of other
liabilities.
Note 4.
On July 3, 1996, Weldwood of Canada Limited acquired all of its publicly-held
shares for approximately (U.S.) $190 million and became a wholly-owned
subsidiary of Champion.
-5-
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations.
--------------
Results of Operations
---------------------
Overall Quarterly Results
The company reported net income in the second quarter of 1996 of $16 million or
$.16 per share, compared to last year's second quarter net income of $188
million or $1.79 per share, fully diluted, and last quarter's net income of $84
million or $.88 per share.
Significant Income Statement Line Item Changes
Net sales of $1.44 billion declined from $1.76 billion a year ago and $1.53
billion last quarter. Gross profit on sales was $158 million, compared to $445
million last year and $273 million last quarter. Pre-tax income of $22 million
declined from $304 million a year ago and $132 million last quarter. The
declines in net sales, gross profit and pre-tax income from last year were due
primarily to lower prices for uncoated and coated free sheet papers, market pulp
and plywood and, to a lesser extent, lower shipments for all coated paper
grades, plywood and lumber. The declines from last quarter were due principally
to lower prices for all of the company's major pulp and paper grades. The
aggregate cost of products sold decreased somewhat from last year and increased
somewhat from last quarter mainly due to changes in pulp and paper shipments as
discussed below. Selling, general and administrative expenses were down from
both last year and last quarter due mainly to the impact of stock price
fluctuations on the value of stock appreciation rights.
The income tax provision for the second quarter of 1996 reflected an effective
tax rate lower than last year and last quarter mainly as the result of an
increase in the proportion of income derived from Brazilian operations and a
corresponding decrease from North American operations.
Year-to-Date Results
For the first six months, the company reported net income of $99 million or
$1.04 per share, compared to net income of $319 million or $3.04 per share,
fully diluted, a year ago.
Paper Segment
For the company's paper segment, second quarter operating income was $ 44
million. This compared to income of $344 million a year ago and $167 million
last quarter. Total paper, packaging and pulp shipments were 1,522,000 tons in
the second quarter, compared to 1,528,000 tons a year ago and 1,386,000 tons
last quarter.
The operating loss for the domestic printing and writing papers business
represented a significant decline from the operating income of a year ago and
last quarter principally due to lower prices for uncoated and coated free sheet
papers. The average price for domestic uncoated free sheet papers, the principal
product of the printing and writing papers business, was $706 per ton in the
second quarter of this year,
-6-
compared to $984 per ton last year and $815 per ton last quarter. The average
price for coated free sheet papers was $1,149 this quarter, compared to $1,202 a
year ago and $1,228 last quarter. Shipments of all printing and writing grades
were 521,000 tons, compared to 530,000 tons last year and 492,000 tons last
quarter. A price increase for most grades of uncoated free sheet papers was
implemented late in the second quarter of 1996. Prices for coated free sheet
papers continued to decline early in the third quarter.
Operating income at the Brazilian subsidiary, Champion Papel e Celulose Ltda.,
declined from the year-ago quarter and last quarter primarily due to lower
prices for both domestic and export uncoated free sheet papers. The overall
average price for uncoated free sheet papers was $813 per ton in the second
quarter of this year, compared to $1,047 per ton last year and $961 per ton last
quarter. Prices for domestic uncoated free sheet papers continued to decline
into the third quarter, while export prices improved somewhat. Uncoated free
sheet papers shipments of 98,000 tons were approximately even with last year and
last quarter. For the first six months of 1996, approximately 37.4% of the
company's consolidated pre-tax income was attributable to the Brazilian
subsidiary.
Earnings for the publication papers business declined from a year ago
principally due to lower prices for coated free sheet papers, as well as lower
shipments for all grades. Earnings declined from last quarter mainly due to
lower prices for all grades. The average price for coated groundwood papers was
$1,003 per ton this quarter and last year, compared to $1,107 per ton last
quarter. Prices for coated free sheet papers declined from last year and last
quarter, while prices for uncoated groundwood papers were approximately even
with last year and down from last quarter. Shipments of all publication grades
of 284,000 tons declined from 330,000 tons last year and were approximately even
with last quarter. Prices for all publication grades continued to decline early
in the third quarter.
The operating loss for the company's U.S. and Canadian market pulp operations
represented a substantial decline from the operating income of last year and
last quarter. Weak demand for pulp, reflecting short order backlogs for most
grades of paper, as well as pulp capacity additions in Indonesia in late 1995,
resulted in a price decline from last year and last quarter for all pulp grades.
The average price for Canadian softwood pulp was $362 per ton in the second
quarter of this year, compared to $683 per ton last year and $500 per ton last
quarter. Average prices for northern hardwood and southern pulp grades also
decreased from last year and last quarter. Shipments of all pulp grades of
267,000 tons increased from 208,000 tons last year and 174,000 tons last quarter
due to improved demand late in the second quarter. As a result, inventory levels
of all grades of pulp decreased substantially in the second quarter. A price
increase for northern hardwood and southern pulp grades was effective June 1. A
price increase for all grades was implemented effective July 1.
Earnings for the newsprint business declined from last year primarily due to
lower shipments of specialty and directory grades and higher costs resulting
from scheduled maintenance outages. Earnings declined from last quarter
principally due to lower prices. Average newsprint prices (including freight) of
$600 per ton in the second quarter of 1996 compared to $604 per ton last year
and $681 per ton last quarter. Shipments of 236,000 short tons of newsprint,
specialty and directory grades were approximately even with last year and
increased from 208,000 tons last quarter. Newsprint prices continued to decline
early in the third quarter.
Break-even results for the packaging business represented a decline from the
operating income of a year ago and last quarter. The decline from last year was
mainly due to lower prices for kraft paper and linerboard and reduced shipments
of linerboard. The decline from last quarter was primarily due to lower prices
for linerboard and reduced shipments of kraft paper and linerboard. Shipments of
116,000 tons declined from 126,000 tons last year and 128,000 tons last quarter.
-7-
Wood Products Segment
The company's wood products segment, which includes the wood-related operations
of the company's Canadian subsidiary, Weldwood of Canada Limited, reported
second quarter income from operations of $29 million, up from $28 million a year
ago and $19 million last quarter. The improvement from last quarter was
principally due to a 20% increase in lumber prices and lower purchased wood
costs. Compared to last year, plywood prices were 20% lower, lumber prices were
approximately the same and purchased wood costs were lower. Total wood products
shipments declined from last year and last quarter due to the closure of various
wood products facilities. West coast timber stumpage prices declined from both
last year and last quarter.
Foreign Operations
The company's major foreign operations, which are discussed above under their
respective business segment headings, are in Canada and Brazil. Net sales to
unaffiliated customers by the company's foreign subsidiaries for the first six
months of 1996 were (U.S.) $389 million, accounting for 13% of consolidated net
sales of the company. Pre-tax income of the foreign subsidiaries for the first
six months of 1996 was (U.S.) $77.8 million, accounting for 50.4% of the
consolidated pre-tax income of the company. Net income (after minority interest)
of the foreign subsidiaries for the first six months of 1996 was (U.S.) $52.2
million, accounting for 52.6% of consolidated net income of the company.
Labor Contracts
A new five-year labor contract was ratified in June at the Pensacola, Florida,
paper mill.
Financial Condition
-------------------
The company's current ratio was 1.5 to 1 at June 30, 1996 as compared to 1.6 to
1 at March 31, 1996 and 1.5 to 1 at year-end 1995. Total debt to total
capitalization was 38% at June 30, 1996, March 31, 1996 and year-end 1995.
Significant Balance Sheet Line Item Changes
Short-term investments declined by $45 million from December 31, 1995 to
partially fund the income tax payments and the reduction in accounts payable and
accrued liabilities discussed below. Receivables decreased by $81 million mainly
due to substantial price decreases for all of the company's major pulp and paper
grades. Inventories decreased by $60 million, primarily as a result of
reclassifying $58 million of maintenance parts as other assets. Timber and
timberlands - net increased by $192 million principally due to the acquisition
of Lake Superior Land Company in the first quarter of 1996. Other assets and
deferred charges increased by $95 million reflecting the reclassification of
maintenance parts from inventory, an increase in the company's pension
contributions and the acquisition of real estate land as part of the purchase of
Lake Superior Land Company. Accounts payable and accrued liabilities decreased
by $49 million mainly due to the timing of payments. Income taxes payable
decreased by $121 million due to payments made in the first half of 1996 for
U.S. and foreign income taxes. The deferred income tax liability increased by
$94 million, which included $69 million recorded in connection with the Lake
Superior Land Company acquisition. For a discussion of changes in long-term debt
(including current installments) and cash and cash equivalents, see below.
-8-
Cash Flows Statement - General
In the first six months of 1996, the company's net cash provided by operating
activities and asset sales was not sufficient to meet the requirements of its
investing activities (principally capital expenditures and the acquisition of
Lake Superior Land Company) and its financing activities (principally debt
payments, cash dividends and the purchase of shares of the company's common
stock). The difference was financed through borrowings. In the first six months,
net borrowings generated cash proceeds of $59 million; long-term debt (including
current installments) increased by $111 million, including a $44 million
mortgage loan of Lake Superior Land Company which was outstanding at the time of
its acquisition. Cash and cash equivalents increased by $5 million in the first
six months to a total of $322 million, $282 million of which was held by the
company's Canadian and Brazilian subsidiaries.
In the first six months of 1995, the company's net cash provided by operating
activities and asset sales exceeded the requirements of its investing activities
(principally capital expenditures). The approximate excess, together with net
borrowings, was used to pay dividends, purchase shares of the company's common
stock and increase cash and cash equivalents. Net borrowings generated cash
proceeds of $197 million, while cash and cash equivalents increased by $165
million in the first six months of 1995.
Cash Flows Statement - Operating Activities
For the first six months, net cash provided by operating activities of $212
million declined from $562 million a year ago. The decrease was due primarily to
lower earnings, higher income tax payments and lower accounts payable and
accrued liabilities, partially offset by a decrease in receivables.
Cash Flows Statement - Investing Activities
For the first six months, net cash used in investing activities of $252 million
increased from $103 million a year ago. The increase was due mainly to the
acquisition of Lake Superior Land Company for $76 million (as well as a $44
million mortgage loan which was outstanding at the time of its acquisition), and
a decline in net proceeds from asset sales attributable to the sale of certain
operations in Canada last year.
On June 13, 1996, the company sold the lumber mill at Klickitat, Washington, to
Klickitat Valley Sawmills, Inc. The facility, with an annual capacity of 85
million board feet, had been permanently closed on November 6, 1994.
The company's Brazilian subsidiary is currently negotiating the possible
purchase of Amapa Florestal e Celulose (AMCEL), a Brazilian company that owns
approximately 430,000 acres of land and a chip mill in the State of Amapa,
Brazil.
Cash Flows Statement - Financing Activities
Net cash provided by financing activities of $45 million compared to net cash
used in financing activities of $295 million a year ago. The change reflects
several factors, principally the purchase of shares of common stock by the
company last year.
At June 30, 1996, the company had $93 million of U.S. commercial paper
outstanding, all of which is classified as long-term debt, up from $31 million
at March 31, 1996 and $58 million at year-end 1995. At December 31, 1995, the
company had $40 million of notes outstanding under its U.S. bank lines of
credit. At June 30, 1996 and March 31, 1996, no notes were outstanding under
these lines of credit.
-9-
Domestically, at June 30, 1996, $93 million of the company's unused bank lines
of credit of $1,250 million supported the classification of commercial paper as
long-term debt. At June 30, 1996, Weldwood had unused bank lines of credit of
$183 million.
On July 3, 1996, Weldwood of Canada Limited acquired all of its publicly-held
shares for approximately (U.S.) $190 million and became a wholly-owned
subsidiary of the company. Prior to the acquisition, approximately 16% of
Weldwood's shares were held by the public.
The annual principal payment requirements under the terms of all long-term
agreements for the period from July 1 through December 31, 1996 are $25 million
and for the years 1997 through 2000 are $230 million, $330 million, $298 million
and $205 million, respectively.
The Environment
---------------
Environmental Legal Proceedings
There is incorporated by reference herein the information under Item 1. Legal
Proceedings in Part II of this report.
-10-
PART II. OTHER INFORMATION
CHAMPION INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 1. Legal Proceedings.
---------------------------
As most recently reported in the company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1996, on November 9, 1992, an action was
brought against the company in the Circuit Court for Baldwin County, Alabama, on
behalf of a class consisting of all persons who own land along Perdido Bay in
Florida and Alabama. The action originally sought $500 million in compensatory
and punitive damages for personal injury, intentional infliction of emotional
distress and diminution in property value allegedly resulting from the purported
discharge of hazardous substances, including dioxin, from the company's
Pensacola, Florida mill into Eleven Mile Creek, which flows into Perdido Bay.
However, in February 1994, the plaintiffs reduced their demand to not more than
$50,000 for each class member, and in June 1994, the personal injury claims were
dismissed. On May 3, 1996, the court approved a settlement of the action
providing for a payment of $5 million by the company. The time has expired for
any appeal of the court's approval of the settlement and, accordingly, the
settlement is final.
As most recently reported in the company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, in February 1994, the company received a
notice of violation from the Texas Natural Resources Conservation Commission
alleging unauthorized air emissions from the company's Sheldon, Texas mill. The
notice of violation alleged several violations, certain of which have been
resolved without penalty. In June 1996, the company agreed to settle the
remaining violations for $470,400.
Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
(a) The Annual Meeting of Shareholders of the company was held on
May 16, 1996.
(b) N/A
(c) (i) Five nominees were elected to the Board of Directors at the 1996
Annual Meeting.
Lawrence A. Bossidy - 80,523,438 votes were cast in favor of his
election and 1,245,361 votes were withheld.
Robert A. Charpie - 80,515,471 votes were cast in favor of his
election and 1,253,328 votes were withheld.
Alice F. Emerson - 80,503,001 votes were cast in favor of her
election and 1,265,798 votes were withheld.
-11-
Allan E. Gotlieb - 80,514,214 votes were cast in favor of his
election and 1,254,585 votes were withheld.
Kenwood C. Nichols - 80,525,673 votes were cast in favor of his
election and 1,243,126 votes were withheld.
(ii) The shareholders approved the appointment of Arthur Andersen LLP
as the company's auditors for 1996. There were 81,542,645 votes
cast in favor of the proposal, 95,306 votes cast against the
proposal and 130,848 abstentions.
(d) N/A
Item 6. Exhibits and Reports on Form 8-K.
------------------------------------------
(a) See exhibit index following the signature page.
(b) The company filed a Current Report on Form 8-K dated June 4,
1996 reporting the issuance of a press release announcing (a)
the election of Richard E. Olson as Chairman and Chief Executive
Officer and Kenwood C. Nichols as Vice Chairman and Executive
Officer effective October 1, 1996 and (b) the election of
Richard E. Olson as a member of the Board of Directors of the
company effective June 4, 1996.
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the undersigned on behalf of the registrant as duly
authorized officers thereof and in their capacities as the chief accounting
officers of the registrant.
Champion International Corporation
-------------------------------------
(Registrant)
Date: August 13, 1996 John M. Nimons
-------------------------------- -------------------------------------
(Signature)
John M. Nimons
Vice President and Controller
Date: August 13, 1996 Kenwood C. Nichols
-------------------------------- -------------------------------------
(Signature)
Kenwood C. Nichols
Vice Chairman
-13-
EXHIBIT INDEX
Each exhibit is listed according to the number assigned to it in the Exhibit
Table of Item 601 of Regulation S-K.
3.1 - By-Laws of the company.
10.1 - Amendment dated as of July 17, 1996 to Champion International
Corporation Nonqualified Supplemental Savings Plan.
10.2 - Second amendment dated as of July 17, 1996 to Champion International
Corporation Executive Life Insurance Plan.
11 - Calculation of Primary Earnings Per Common Share and Fully Diluted
Earnings per Common Share (unaudited).
27 - Financial Data Schedule (unaudited).
-14-
Dates Referenced Herein and Documents Incorporated By Reference
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
Copyright © 2008 Fran Finnegan & Company All Rights Reserved.
www.secinfo.com
- Fri, 16 May 2008 12:01:47.2 GMT - Help at SEC Info
