As filed with the Securities and Exchange Commission on May 19, 2005
Registration No. 33-32124
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________________
Temple-Inland Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1903917
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1300 MoPac Expressway South
Austin, Texas 78746
(Address of principal executive offices, including Zip code)
Temple-Inland
Non-Salaried Savings Plan
(Full title of the plan)
J. Bradley Johnston, Esq.
Temple-Inland Inc.
1300 MoPac Expressway South
Austin, Texas 78746
(512) 434-5800
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to Registered Offering Aggregate Registration
be Price Per Offering Fee
Registered Share Price
------------ ----------- --------- ------------ -------------
Common Stock,
$1.00 par 1,710,000 (2) $33.93(2) $58,020,300(2) $6,829
value (1)
(1) Including the related Preferred Stock Purchase Rights issued or to be
issued in the amount of one-half right per share pursuant to the
Rights Agreement, dated February 20, 1999, between Temple-Inland Inc.
and EquiServe Trust Company, N.A., as successor to First Chicago Trust
Company of New York, as Rights Agent.
(2) Estimated in accordance with Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended , solely for the purpose of
calculating the registration fee. The price shown is the average of
the high and low prices for shares of the Registrant's Common Stock on
May 17, 2005, on the New York Stock Exchange.
The Index to Exhibits appears on page 5. Page 1 of 11 pages
2
EXPLANATORY NOTE
This Post Effective Amendment No. 3 is made to Temple-Inland
Inc.'s Registration Statement on Form S-8, File No. 33-32124,
filed November 20, 1989, as amended (the "Registration
Statement") and relating to Temple-Inland Non-Salaried Savings
Plan (the "Plan"). This Post-Effective Amendment is made to
increase the number of shares registered under the Plan by
1,710,000 shares. The contents of the Registration Statement are
incorporated herein by reference as if fully set forth herein.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Temple-Inland Inc. ("Temple-
Inland") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated herein by reference and
shall be deemed a part hereof:
* Annual Report on Form 10-K for the year ended January 1,
2005;
* Quarterly Report on Form 10-K for the quarter ended April 2,
2005;
* Proxy Statement prepared in connection with the annual
meeting of stockholders to be held May 6, 2005, excluding the
Report of the Compensation Committee on Executive Compensation on
pages 13 through 15 thereof, the Performance Graph on page 21
thereof, and the Report of the Audit Committee on page 22
thereof;
* The Current Reports on Form 8-K filed by Temple-Inland with
the Commission on the following dates:
* February 4, 2005;
* February 8, 2005;
* February 11, 2005;
* February 18, 2005;
* February 18, 2005 (as amended on March 11, 2005);
* March 24, 2005;
* May 10, 2005; and
* May 17, 2005; and
* The description of Temple-Inland's common stock, which is
registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), contained in the
Registration Statement on Form 8-A filed with the Commission on
December 7, 1983, which incorporates by reference the description
of Temple-Inland's common stock contained in the Registration
Statement on Form S-1 (No. 33-7091) under the heading
"Description of Common Stock," including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by Temple-Inland with the
Commission under Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a
3
post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
Item 5. Interests of Named Experts and Counsel.
The opinion as to the validity of the shares of Common
Stock, the issuance of which is being registered hereby, is being
given by J. Bradley Johnston, Esq., who is the General Counsel of
Temple-Inland. As of May 17, 2005, Mr. Johnston was deemed to
be the beneficial owner of 61,721 shares of the Common Stock
(including options exercisable within 60 days).
Item 8. Exhibits.
Exhibit
Number Exhibit
------- --------------------------------------------------
4.01 - Certificate of Incorporation of Temple-Inland (1),
as amended effective May 4, 1987 (2), as amended
effective May 4, 1990 (3)
4.02 - By-laws of the Company as amended and restated May
2, 2002(4)
4.03 - Form of Specimen Common Stock Certificate of the
Company(5)
4.04 - Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock,
dated February 16, 1989(6)
4.05 - Rights Agreement, dated February 20, 1999, between
the Company and First Chicago Trust Company of New
York, as Rights Agent(7)
5.01 - Opinion of J. Bradley Johnston, Esq., General
Counsel of the Registrant, as to validity of Common
Stock being registered (8)
23.01 - Consent of Independent Auditors (Ernst & Young LLP)
(8)
23.02 - Consent of Attorneys (J. Bradley Johnston, Esq.)
(included in his opinion filed as Exhibit 5.01) (8)
24.01 - Powers of Attorney for Directors (8)
________________________
(1) Incorporated by reference to Registration Statement No.
2-87570 on Form S-1 filed by Temple-Inland with the
Commission.
(2) Incorporated by reference to Post-Effective Amendment
No. 2 to the Registration Statement No. 2-88202 on Form
S-8 filed by Temple-Inland with the Commission.
(3) Incorporated by reference to Post-Effective Amendment
No. 1 to Registration Statement No. 33-25650 on Form S-
8 filed by Temple-Inland with the Commission.
(4) Incorporated by reference to the Company's Form 10-Q
for the period ended September 28, 2002.
(5) Incorporated by reference to the indicated Exhibit
filed with Registration Statement No. 33-27286 on Form
S-8 filed by Temple-Inland with the Commission.
(6) Incorporated by reference to the Annual Report on Form
10-K for the fiscal year ended December 31, 1988, filed
by Temple-Inland with the Commission.
(7) Incorporated by reference to the Registration Statement
on Form 8A, filed by Temple-Inland with the Commission
on February 19, 1999.
(8) Filed herewith.
4
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on this 19th day of May 2005.
TEMPLE-INLAND INC.
(Registrant)
By: /s/ Kenneth M. Jastrow, II
------------------------------
Kenneth M. Jastrow,II
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Capacity Date
--------- -------- ----
Director, Chairman May 19, 2005
/s/ Kenneth M. Jastrow, II of the Board, and
-------------------------- Chief Executive
Kenneth M. Jastrow, II Officer
/s/ Randall D. Levy Chief Financial May 19, 2005
-------------------------- Officer
Randall D. Levy
/s/ Louis R. Brill Vice President and May 19, 2005
-------------------------- Chief Accounting
Louis R. Brill Officer
* Director May 19, 2005
--------------------------
Afsaneh Mashayekhi Beschloss
* Director May 19, 2005
--------------------------
Donald M. Carlton
* Director May 19, 2005
--------------------------
Cassandra C. Carr
* Director May 19, 2005
--------------------------
E. Linn Draper, Jr.
* Director May 19, 2005
--------------------------
James T. Hackett
* Director May 19, 2005
--------------------------
Jeffrey M. Heller
* Director May 19, 2005
--------------------------
James A. Johnson
* Director May 19, 2005
--------------------------
W. Allen Reed
* Director May 19, 2005
--------------------------
Arthur Temple III
* Director May 19, 2005
--------------------------
Larry E. Temple
* By: /s/ Leslie K. O'Neal
--------------------------
Leslie K. O'Neal,
Attorney-in-Fact
5
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
------- -------------------------------------------- --------
5.01 Opinion of J. Bradley Johnston, Esq. 6
23.01 Consent of Independent Auditors (Ernst & 8
Young LLP)
23.02 Consent of Attorney (included in the opinion NA
filed as Exhibit 5.01)
24.01 Power of Attorney for Directors 10