Exhibit 1.1
PRICING AGREEMENT
December 16, 1997
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Salomon Brothers Inc
Xxxxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Champion International Corporation (the "Company") proposes, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
February 14, 1996 (the "Underwriting Agreement"), between the Company on the one
hand and Xxxxxxx, Xxxxx & Co. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Unless otherwise
provided herein, each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Prospectus in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of this
Pricing Agreement. Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed, or in the case of
a supplement mailed for filing, with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us 6 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
CHAMPION INTERNATIONAL CORPORATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President - Finance
Accepted as of the date hereof:
Xxxxxxx, Sachs & Co.
Salomon Brothers Inc
by:
(Xxxxxxx, Xxxxx & Co.)
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SCHEDULE I
Aggregate Principal Aggregate Principal
Amount of Debentures Amount of Notes
Underwriter to be Purchased to be Purchased
----------- --------------- ---------------
Xxxxxxx, Sachs & Co........................................ $50,000,000 $50,000,000
Salomon Brothers Inc ...................................... $50,000,000 $50,000,000
----------- -----------
Total............................................. $100,000,000 $100,000,000
============ ============
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SCHEDULE II
Title of Designated Securities:
7.15% Debentures due December 15, 2027 (the "Debentures")
6.65% Notes due December 15, 2037 (the "Notes")
Aggregate principal amount:
Debentures: $100,000,000
Notes: $100,000,000
Price to Public:
99.875% of the principal amount of the Debentures, plus accrued interest,
if any, from December 19, 1997
100.000% of the principal amount of the Notes, plus accrued interest, if
any, from December 19, 1997
Purchase Price by Underwriters:
99.000% of the principal amount of the Debentures, plus accrued interest,
if any, from December 19, 1997
99.350% of the principal amount of the Notes, plus accrued interest, if
any, from December 19, 1997
Specified funds for payment of purchase price:
Federal Funds (same-day funds) by wire transfer
Indenture:
Indenture, dated as of May 1, 1992, between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee
Maturity:
Debentures: December 15, 2027
Notes: December 15, 2037
Interest Rate:
Debentures: 7.15%
Notes: 6.65%
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Interest Payment Dates:
June 15 and December 15, commencing June 15, 1998. The Debentures and the
Notes will bear interest from December 19, 1997.
Redemption Provisions:
No provision for redemption by the Company
Sinking Fund Provisions:
No sinking fund provisions
Time of Delivery:
December 19, 1997 at 9:30 a.m.
Closing Location: Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Xxxxxxx, Sachs & Co. Salomon Brothers Inc
00 Xxxxx Xxxxxx Seven World Trade Center
New York, New York 10004 Xxx Xxxx, Xxx Xxxx 00000
Other Terms:
The Notes will be repaid on December 15, 2007, at the option of the
registered holders of the Notes, at 100% of their principal amount,
together with accrued interest to December 15, 2007. In order for a holder
to exercise this option, the Company must receive at its office or agency
in New York, New York, during the period beginning on October 15, 2007 and
ending at 5:00 p.m. (New York City time) on November 15, 2007 (or, if
November 15, 2007 is not a business day, the next succeeding business day),
the Note with the form entitled "Option to Elect Repayment on December 15,
2007" on the reverse of the Note duly completed. Any such notice received
by the Company during the period beginning on October 15, 2007 and ending
at 5:00 p.m. (New York City time) on November 15, 2007 (or, if November 15,
2007 is not a business day, the next succeeding business day) shall be
irrevocable. No transfer of the Notes (or, in the event that the Notes are
being repaid in part, such portion of the Notes to be repaid) will be
permitted after such notice is received by the Company. The repayment
option may be exercised by the holder of a Note for less than the entire
principal amount of the Notes held by such holder, so long as the principal
amount that is to be repaid is equal to $1,000 or an integral multiple of
$1,000. All questions as to the validity, form, eligibility (including time
of receipt) and acceptance of any Note for repayment will be determined by
the Company, whose determination will be final and binding.
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The Debentures and the Notes will settle in the Same-Day Funds Settlement
System of The Depository Trust Company.
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