SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
_______________
GAYLORD CONTAINER CORPORATION
(Name of Subject Company (Issuer))
TEMPLE-INLAND ACQUISITION CORPORATION
an indirect, wholly-owned subsidiary of
TEMPLE-INLAND INC.
(Names of Filing Persons (Offerors))
CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
(Title of Class of Securities)
368145108
(CUSIP Number of Class of Securities)
M. RICHARD WARNER, ESQ.
TEMPLE-INLAND INC.
303 SOUTH TEMPLE DRIVE
DIBOLL, TX 75941
(936) 829-5511
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on Behalf of the Filing Persons)
Copy to:
STEPHEN W. HAMILTON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
(202) 371-7000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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This Amendment No. 7 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission on September 28, 2001 (as
amended, the "Schedule TO") by Temple-Inland Acquisition
Corporation, a Delaware corporation (the "Purchaser"), and Temple-
Inland Inc., a Delaware corporation (the "Parent"), relating to
the offer to purchase all outstanding shares of Class A Common
Stock, par value $.0001 per share (the "Common Stock"), of
Gaylord Container Corporation, a Delaware corporation (the
"Company"), including the associated rights to purchase preferred
stock issued pursuant to the Rights Agreement (as defined in the
Offer to Purchase) (the "Rights" and, together with the Common
Stock, the "Shares"), at a price of $1.80 per Share, net to the
seller in cash, without interest, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
September 28, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with the Offer to
Purchase, as either may be amended or supplemented from time to
time, collectively constitute the "Offer"), copies of which are
attached to and filed with the Schedule TO as Exhibits (a)(1) and
(a)(2), respectively. The Offer is made pursuant to an Agreement
and Plan of Merger, dated as of September 27, 2001 (the "Merger
Agreement"), among the Parent, the Purchaser and the Company,
which contemplates the merger (the "Merger") of the Purchaser
with and into the Company. Any capitalized term used and not
otherwise defined herein shall have the meaning ascribed to such
term in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET,
ITEM 4. TERMS OF THE TRANSACTION, AND
ITEM 11. ADDITIONAL INFORMATION.
Items 1, 4 and 11 of the Schedule TO are hereby amended and
supplemented to add the following thereto:
On November 12, 2001, Parent issued a press release
announcing that the Purchaser has extended its offer to purchase,
for $1.80 per Share, all outstanding Shares of the Company until
midnight, New York City time on Friday, November 16, 2001. The
Offer had previously been scheduled to expire on November 9,
2001. Based on information provided by the Depositary to Parent,
as of midnight on November 9, 2001, stockholders of the Company
had tendered into the Offer 47,864,374 Shares, which represents
approximately 86% of the Company's outstanding Shares. A copy of
the press release is attached hereto as Exhibit (a)(13) and is
incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibit thereto:
(a)(13) Text of Press Release, dated November 12, 2001,
issued by Parent.
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SIGNATURES
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
TEMPLE-INLAND INC.
By: /s/ M. Richard Warner
Name: M. Richard Warner
Title: Vice President and
Chief Administrative Officer
TEMPLE-INLAND ACQUISITION CORPORATION
By: /s/ M. Richard Warner
Name: M. Richard Warner
Title: Vice President and
Chief Administrative Officer
Date: November 12, 2001
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TEMPLE-INLAND EXTENDS TENDER OFFERS FOR ALL OUTSTANDING SHARES
AND NOTES OF GAYLORD CONTAINER CORPORATION
AUSTIN, TEXAS, November 12, 2001 - Temple-Inland announced
today that, through its wholly-owned subsidiaries Temple-Inland
Acquisition Corporation and Inland Container Corporation I, it is
extending the expiration dates for its offer to purchase (the
"Equity Offer") all outstanding shares of common stock of Gaylord
Container Corporation (the "Company") and its offer to purchase
and solicitation of consents (the "Debt Offer") in respect of all
outstanding 9-3/8% Senior Notes due 2007 (the "9-3/8% Senior
Notes"), 9-3/4% Senior Notes due 2007 (the "9-3/4% Senior Notes")
and 9-7/8% Senior Subordinated Notes due 2008 (the "9-7/8% Senior
Subordinated Notes" and, together with the 9-3/8% Senior Notes
and the 9-3/4% Senior Notes, the "Notes") of the Company. The
expiration date for both offers is extended until midnight, New
York City time, Friday, November 16, 2001. Both offers had
previously been scheduled to expire on November 9, 2001. The
terms of the extended offers remain unchanged from the original
offers as set forth in the offering materials.
Temple-Inland has been advised by Computershare Trust
Company of New York, the depositary for the tender offers, that
as of midnight on November 9, 2001, stockholders of the Company
had tendered into the Equity Offer 47,864,374 shares of Gaylord
common stock, which represents approximately 86% of the Company's
outstanding common stock. Further, Temple-Inland has been
advised by Computershare that as of midnight on November 9, 2001,
holders of the Company's Notes had tendered into the Debt Offer
Notes representing $3,813,000 aggregate principal amount of the 9-
3/8% Senior Notes, $5,369,500 aggregate principal amount of the 9-
3/4% Senior Notes and $690,000 aggregate principal amount of the
9-7/8% Senior Subordinated Notes. During the extended tender
period, ongoing discussions concerning the transactions are
expected to continue.
Questions concerning the terms of offers may be directed to
D. F. King & Co., Inc., the Information Agent for the Offer.
Bankers and Brokers please call collect at (212) 269-5550 and all
others please call toll-free at (800) 549-6650. Questions may
also be directed to Salomon Smith Barney, the Dealer Manager for
the Offer, at toll-free (800) 558-3745.
Temple-Inland is a major manufacturer of corrugated
packaging and building products, with a diversified financial
services operation. The company's 2.2 million acres of forestland
are certified as managed in compliance with ISO 14001 and in
accordance with the Sustainable Forestry Initiative (SFISM)
program of the American Forest & Paper Association to ensure
forest management is conducted in a scientifically sound and
environmentally sensitive manner. Temple-Inland's common stock
(TIN) is traded on the New York Stock Exchange and the Pacific
Exchange. Temple-Inland's address on the World Wide Web is
http://www.templeinland.com.
This announcement is not an offer to purchase, a
solicitation of an offer to purchase, or a solicitation
of consents with respect to the common stock or Notes
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of Gaylord. The tender offer for the common stock is
being made solely by the Offer to Purchase, dated
September 28, 2001. The tender offer and consent
solicitation for the Notes is being made solely by the
Offer to Purchase and Consent Solicitation Statement,
dated September 28, 2001. This release contains
forward-looking statements that involve risks and
uncertainties. The actual results achieved by Temple-
Inland may differ significantly from the results
discussed in the forward-looking statements. Factors
that might cause such differences include general
economic, market, or business conditions; the
opportunities (or lack thereof) that may be presented
to and pursued by Temple-Inland and its subsidiaries;
competitive actions by other companies; changes in laws
or regulations; and other factors, many of which are
beyond the control of Temple-Inland and its
subsidiaries.