UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

Temple-Inland Inc.

(Name of Issuer)

 

Common Stock, Par Value $1.00

(Title of Class of Securities)

 

879868107

(CUSIP Number)

 

Marc Weitzen, Esq.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 15, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

SCHEDULE 13D

 

CUSIP No. 879868107

 

 

1

Name of Reporting Person
High River Limited Partnership

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
2,225,671

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,225,671

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,225,671

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.09%

 

 

14

Type of Reporting Person*
PN

 

2


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Hopper Investments LLC

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,225,671

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,225,671

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,225,671

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.09%

 

 

14

Type of Reporting Person*
OO

 

3


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Barberry Corp.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,225,671

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,225,671

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,225,671

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.09%

 

 

14

Type of Reporting Person*
CO

 

4


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund LP

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
2,960,904

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,960,904

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,960,904

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.78%

 

 

14

Type of Reporting Person*
PN

 

5


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund II L.P.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
806,076

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
806,076

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
806,076

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.76%

 

 

14

Type of Reporting Person*
PN

 

6


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund III L.P.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
308,794

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
308,794

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
308,794

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.29%

 

 

14

Type of Reporting Person*
PN

 

7


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Offshore LP

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
4,075,774

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,075,774

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,075,774

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.83%

 

 

14

Type of Reporting Person*
PN

 

8


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Partners LP

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
3,156,165

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
3,156,165

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,156,165

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.97%

 

 

14

Type of Reporting Person*
PN

 

9


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Onshore LP

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
3,156,165

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
3,156,165

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,156,165

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.97%

 

 

14

Type of Reporting Person*
PN

 

10


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Capital LP

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,231,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,231,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,939

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.80%

 

 

14

Type of Reporting Person*
PN

 

11


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
IPH GP LLC

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,231,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,231,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,939

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.80%

 

 

14

Type of Reporting Person*
OO

 

12


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Enterprises Holdings L.P.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,231,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,231,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,939

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.80%

 

 

14

Type of Reporting Person*
PN

 

13


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Icahn Enterprises G.P. Inc.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,231,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,231,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,939

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.80%

 

 

14

Type of Reporting Person*
CO

 

14


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Beckton Corp.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,231,939

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
7,231,939

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,231,939

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.80%

 

 

14

Type of Reporting Person*
CO

 

15


 

SCHEDULE 13D

 

CUSIP No.  879868107

 

 

1.

Name of Reporting Person
Carl C. Icahn

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds*

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
9,457,610

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
9,457,610

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
9,457,610

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.90%

 

 

14

Type of Reporting Person*
IN

 

16


 

SCHEDULE 13D

 

Item 1.

Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on January 22, 2007, as previously amended (the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $1.00 (the “Shares”), issued by Temple-Inland Inc. (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

 

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 9,457,610 Shares, representing approximately 8.90% of the Issuer’s outstanding Shares (based upon the 106,321,325 Shares stated to be outstanding as of June 28, 2008 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 4, 2008).

 

(b) High River has sole voting power and sole dispositive power with regard to 2,225,671 Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 2,960,904 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 806,076 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 308,794 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 3,156,165 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton

 

17


 

and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

 

(c) The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. Except as otherwise indicated, all transactions were effected in the open market, and the table includes commissions paid in per share prices.

 

Name

 

Date

 

Shares Purchased
(Sold)

 

Price Per Share /
Exercise Price

 

High River

 

09/10/08

 

(17,776

)

18.7072

 

High River

 

09/11/08

 

(160,000

)

18.3509

 

High River

 

09/12/08

 

(4,000

)

18.8329

 

 

 

 

 

 

 

 

 

Icahn Partners

 

09/10/08

 

(37,896

)

18.7072

 

Icahn Partners

 

09/11/08

 

(248,414

)

18.3509

 

Icahn Partners

 

09/12/08

 

(6,013

)

18.8329

 

 

 

 

 

 

 

 

 

Icahn Master

 

09/10/08

 

(1) (33,209

)

(2) 6.3673

 

Icahn Master

 

09/11/08

 

(1) (284,359

)

(2) 6.0110

 

Icahn Master

 

09/12/08

 

(1) (6,884

)

(2) 6.4930

 

Icahn Master

 

10/15/08

 

(3) 2,960,904

 

$

12.35

 

 

 

 

 

 

 

 

 

Icahn Master II

 

09/11/08

 

(1) (79,969

)

(2) 6.0110

 

Icahn Master II

 

09/12/08

 

(1) (2,248

)

(2) 6.4930

 

Icahn Master II

 

10/15/08

 

(3) 806,076

 

$

12.35

 

 

 

 

 

 

 

 

 

Icahn Master III

 

09/11/08

 

(1) (27,258

)

(2) 6.0110

 

Icahn Master III

 

09/12/08

 

(1) (855

)

(2) 6.4930

 

Icahn Master III

 

10/15/08

 

(3) 308,794

 

$

12.35

 

 

 

(1)  Shares subject to call option contracts sold.

(2)  Consideration received for each Share subject to call option contracts sold.

(3)  Shares acquired upon exercise of call options.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

The first paragraph of Item 6 of the Initial 13D is hereby amended and restated in its entirety as follows:

 

The Reporting Persons have entered into a number of derivative agreements, commonly known as Total Return Swaps, with counterparties, which agreements provide that the profit to the Reporting Persons shall be based upon the increase in value of the Shares and the loss to the Reporting Persons shall be based upon the decrease in the value of the Shares, during the period from inception of the applicable agreement to its termination. The agreements provide that they settle in cash. In addition to the Shares which they beneficially own as shown in Item 5 above, the Reporting Persons currently have long economic exposure to an aggregate of 2,531,760 Shares through such agreements. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate and, accordingly, the Reporting Persons disclaim any beneficial ownership in the Shares to which these agreements relate.

 

18


 

Signature

 

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 17, 2008

 

 

 

 

HIGH RIVER LIMITED PARTNERSHIP

 

 

 

 

By: Hopper Investments LLC, general partner

 

 

By: Barberry Corp., sole member

 

 

 

 

 

By:

/s/ Edward Mattner

 

 

Name: Edward Mattner

 

 

Title: Authorized Signatory

 

 

 

 

HOPPER INVESTMENTS LLC

 

 

 

 

By: Barberry Corp., sole member

 

 

 

 

 

By:

/s/ Edward Mattner

 

 

Name: Edward Mattner

 

 

Title: Authorized Signatory

 

 

 

 

BARBERRY CORP.

 

 

 

 

By:

/s/ Edward Mattner

 

 

Name: Edward Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN PARTNERS MASTER FUND LP

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN PARTNERS MASTER FUND II L.P.

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN PARTNERS MASTER FUND III L.P.

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN OFFSHORE LP

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

19


 

ICAHN PARTNERS LP

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN ONSHORE LP

 

 

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

 

ICAHN CAPITAL LP

 

 

 

 

By: IPH GP LLC, general partner

 

 

By: Icahn Enterprises Holdings L.P., general partner

 

 

By: Icahn Enterprises G.P. Inc., general partner

 

 

 

 

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

 

IPH GP LLC

 

 

 

 

By: Icahn Enterprises Holdings L.P., general partner

 

 

By: Icahn Enterprises G.P. Inc., general partner

 

 

 

 

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

 

ICAHN ENTERPRISES HOLDINGS L.P.

 

 

 

 

By: Icahn Enterprises G.P. Inc., general partner

 

 

 

 

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

 

ICAHN ENTERPRISES G.P. INC.

 

 

 

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

 

BECKTON CORP.

 

 

 

 

By:

/s/ Edward Mattner

 

 

Name: Edward Mattner

 

 

Title:   Authorized Signatory

 

 

20


 

 

/s/ Carl C. Icahn

 

 

CARL C. ICAHN

 

 

[Signature Page of Amendment No. 9 to Schedule 13D – Temple-Inland Inc.]

 

21