International Paper (IP) - Get Report said it reached a definitive agreement to acquire Champion International (CHA) - Get Report for $75 a share, with $50 in cash and $25 in International Paper stock.

The agreement came on the heels of an earlier announcement from Finnish paper maker

UPM-Kymmene

(UPM)

that it would not counter International Paper's rival bid and was withdrawing from the bidding war.

Warner-Lambert's

(WLA)

CEO, Lodewijk de Vink, told a group of shareholders today that the company's $105 billion merger with

Pfizer

(PFE) - Get Report

would likely lead to the reduction of as much as 10% of the combined company's workforce.

In other postclose news (

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified.

):

Offerings and stock actions

Online recruiting service

Cruel World

asked the

Securities and Exchange Commission

to withdraw its proposed $57.5 million initial public offering.

Pharmacia & Upjohn

(PNU)

said its agriculture unit Monsanto, filed for a $100 million IPO.

Miscellany

Gateway

(GTW)

founder and chairman Ted Waitt hired former

Goldman Sachs

PC hardware analyst Rick Scutte to handle his personal investments. A Gateway spokesman said Scutte is not being hired to work for Gateway.

Industrial waste services company

Safety-Kleen

(SK)

, said three of its top executives resigned.

The company said CEO Kenneth Winger, COO Michael Bragagnolo and CFO Paul Humphreys had all quit the company.

The three executives were put on administrative leave in March when Safety-Kleen said it began a probe into possible accounting irregularities. Since the executive suspensions, day-to-day operations have been run by chairman David Thomas Jr., and vice-chairman Grover Wrenn. The company is 44% owned by Canadian transportation company

Laidlaw

(LDW)

.