UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Temple-Inland Inc.
(Name of Issuer)
Common Stock, Par Value $1.00
(Title of Class of Securities)
879868107
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
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)
January 12, 2007
(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 / /.
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) / /
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,440,387
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,440,387
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,440,387
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
14 TYPE OF REPORTING PERSON*
PN
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) / /
(b) / /
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) / /
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
1,440,387
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,440,387
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,440,387
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
14 TYPE OF REPORTING PERSON*
OO
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) / /
(b) / /
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) / /
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
1,440,387
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,440,387
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,440,387
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.35%
14 TYPE OF REPORTING PERSON*
CO
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) / /
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,285,356
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,285,356
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07%
14 TYPE OF REPORTING PERSON*
PN
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) / /
(b) / /
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) / /
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
3,285,356
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,285,356
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 879868107
1 NAME OF REPORTING PERSON
CCI Offshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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) / /
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
3,285,356
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,285,356
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,285,356
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.07%
14 TYPE OF REPORTING PERSON*
CO
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) / /
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,476,196
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,476,196
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,476,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.31%
14 TYPE OF REPORTING PERSON*
PN
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) / /
(b) / /
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) / /
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
2,476,196
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,476,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,476,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.31%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 879868107
1 NAME OF REPORTING PERSON
CCI Onshore Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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) / /
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
2,476,196
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,476,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,476,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.31%
14 TYPE OF REPORTING PERSON*
CO
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) / /
(b) / /
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) / /
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
7,201,939
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,201,939
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,201,939
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.73%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $1.00 (the "Shares"),
issued by Temple-Inland Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 1300 MoPac Expressway South, Austin, Texas
78746.
Item 2. Identity and Background
The Reporting Persons (as hereafter defined) are High River Limited
Partnership, a Delaware limited partnership ("High River"), Hopper Investments
LLC, a Delaware limited liability company ("Hopper"), Barberry Corp., a Delaware
corporation ("Barberry"), Icahn Partners Master Fund LP, a Cayman Islands
exempted limited partnership ("Icahn Master"), Icahn Offshore LP, a Delaware
limited partnership ("Icahn Offshore"), CCI Offshore Corp., a Delaware
corporation ("CCI Offshore"), Icahn Partners LP, a Delaware limited partnership
("Icahn Partners"), Icahn Onshore LP, a Delaware limited partnership ("Icahn
Onshore"), CCI Onshore Corp., a Delaware corporation (" CCI Onshore"), and Carl
C. Icahn, a citizen of the United States of America (collectively, the
"Reporting Persons").
The principal business address of each of High River, Hopper, Barberry,
Icahn Offshore, CCI Offshore, Icahn Partners, Icahn Onshore, and CCI Onshore is
White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601.
The principal business address of Icahn Master is c/o Walkers SPV Limited, P.O.
Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands. The
principal business address of Carl C. Icahn is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. CCI Offshore is the general partner of Icahn Offshore, which is the
general partner of Icahn Master. CCI Onshore is the general partner of Icahn
Onshore, which is the general partner of Icahn Partners. Each of Barberry, CCI
Offshore and CCI Onshore is 100 percent owned by Carl C. Icahn. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of acting
as the general partner of High River. Each of Icahn Master and Icahn Partners is
primarily engaged in the business of investing in securities. Icahn Offshore and
Icahn Onshore are primarily engaged in the business of serving as the general
partner of Icahn Master and Icahn Partners, respectively. CCI Offshore and CCI
Onshore are primarily engaged in the business of serving as the general partner
of Icahn Offshore and Icahn Onshore, respectively. Carl C. Icahn's present
principal occupation or employment is (i) owning all of the interest in CCI
Onshore and CCI Offshore, through which Mr. Icahn indirectly directs and manages
the investments of Icahn Master and Icahn Partners and (ii) acting as President
and a director of Starfire Holding Corporation ("Starfire"), and as the Chairman
of the Board and a director of various of Starfire's subsidiaries. Starfire is
primarily engaged in the business of investing in and holding securities of
various entities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 7,201,939 Shares purchased by High
River, Icahn Master and Icahn Partners, collectively, was $301,187,629
(including commissions). The source of funding for the purchase of these Shares
was the general working capital of the respective purchasers. The Shares are
held by the Reporting Persons in margin accounts. Such margin accounts may from
time to time have debit balances. Since other securities are held in such margin
accounts, it is not possible to determine the amounts, if any, of margin used
with respect to the purchase of the Shares.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief
that they were undervalued due to, among other things, the conglomerate
structure of the Issuer in which various disparate and non-complementary
businesses are combined under one corporate umbrella. The Reporting Persons
believe that this structure obfuscates the true value of the Issuer's assets and
note that various analysts have issued sum of the parts analyses that imply a
value for the Shares that is significantly higher than their current market
price. The Reporting Persons intend to seek to have conversations with members
of the Issuer's management to discuss ideas that management and the Reporting
Persons may have to enhance shareholder value, which may include, among other
things, the divestiture or spin-off of one or more of the Issuer's component
businesses (which may include Guaranty Bank, the corrugated packaging business,
timberland holdings, the building products business and/or the real estate
division). The Reporting Persons may consider engaging in a proxy contest to
attempt to replace one or more members of the Issuer's staggered board of
directors with persons nominated by the Reporting Persons, but have as yet made
no definite decision to do so.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares in the open market or otherwise and reserve the right to
dispose of any or all of their Shares in the open market or otherwise, at any
time and from time to time, and to engage in any hedging or similar transactions
with respect to the Shares.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 7,201,939 Shares, representing approximately 6.73% of the Issuer's
outstanding Shares (based upon the 106,984,201 Shares stated to be outstanding
as of September 30, 2006 by the Issuer in the Issuer's Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on November 7, 2006.
(b) High River has sole voting power and sole dispositive power with regard
to 1,440,387 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 3,285,356
Shares. Each of Icahn Offshore, CCI Offshore 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 2,476,196
Shares. Each of Icahn Onshore, CCI Onshore 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), may be deemed to indirectly 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, CCI Offshore and Mr. Icahn, by virtue of their relationships to
Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Master directly beneficially owns. Each of Icahn Offshore, CCI Offshore and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, CCI Onshore and Mr. Icahn, by virtue of their relationships to
Icahn Partners (as disclosed in Item 2), may be deemed to indirectly
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,
CCI Onshore 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 during the past sixty (60) days by any of the Reporting Persons. Except
as otherwise indicated, all transactions were effected in the open market, and
the table includes commissions paid in per share prices.
Shares Purchased Price Per Share/
Name Date (Sold) Exercise Price
----------------- ----------- ------------- -----------------
High River 11/24/06 10,620 39.1366
----------------- ----------- ------------- -----------------
High River 11/27/06 72,660 38.9344
----------------- ----------- ------------- -----------------
High River 11/28/06 100,000 38.9095
----------------- ----------- ------------- -----------------
High River 11/29/06 80,000 38.9605
----------------- ----------- ------------- -----------------
High River 11/30/06 34,000 39.0989
----------------- ----------- ------------- -----------------
High River 12/01/06 27,160 39.0854
----------------- ----------- ------------- -----------------
High River 12/05/06 54,000 41.1445
----------------- ----------- ------------- -----------------
High River 12/06/06 24,700 42.1014
----------------- ----------- ------------- -----------------
High River 12/07/06 20,000 42.6599
----------------- ----------- ------------- -----------------
High River 12/08/06 920 42.8326
----------------- ----------- ------------- -----------------
High River 12/11/06 2,860 43.0090
----------------- ----------- ------------- -----------------
High River 12/12/06 33,000 43.6048
----------------- ----------- ------------- -----------------
High River 12/13/06 24,000 43.9686
----------------- ----------- ------------- -----------------
High River 12/14/06 44,500 44.5834
----------------- ----------- ------------- -----------------
High River 12/18/06 5,000 45.0008
----------------- ----------- ------------- -----------------
High River 12/19/06 20,000 44.9726
----------------- ----------- ------------- -----------------
High River 12/21/06 15,540 45.4298
----------------- ----------- ------------- -----------------
High River 01/12/07 35,216 46.0084
----------------- ----------- ------------- -----------------
High River 01/16/07 25,220 46.2175
----------------- ----------- ------------- -----------------
High River 01/17/06 5,203 46.3522
----------------- ----------- ------------- -----------------
High River 01/18/07 134,898 47.0031
----------------- ----------- ------------- -----------------
High River 01/19/07 56,050 47.0021
----------------- ----------- ------------- -----------------
High River 01/22/07 123,800 46.6200
----------------- ----------- ------------- -----------------
Icahn Master 11/24/06 24,254 39.1366
----------------- ----------- ------------- -----------------
Icahn Master 11/27/06 165,940 38.9344
----------------- ----------- ------------- -----------------
Icahn Master 11/28/06 228,379 38.9095
----------------- ----------- ------------- -----------------
Icahn Master 11/29/06 182,703 38.9605
----------------- ----------- ------------- -----------------
Icahn Master 11/30/06 77,649 39.0989
----------------- ----------- ------------- -----------------
Icahn Master 12/01/06 64,322 39.0854
----------------- ----------- ------------- -----------------
Icahn Master 12/05/06 123,476 41.1445
----------------- ----------- ------------- -----------------
Icahn Master 12/06/06 56,479 42.1014
----------------- ----------- ------------- -----------------
Icahn Master 12/07/06 45,732 42.6599
----------------- ----------- ------------- -----------------
Icahn Master 12/08/06 2,104 42.8326
----------------- ----------- ------------- -----------------
Icahn Master 12/11/06 6,540 43.0090
----------------- ----------- ------------- -----------------
Icahn Master 12/12/06 75,458 43.6048
----------------- ----------- ------------- -----------------
Icahn Master 12/13/06 54,878 43.9686
----------------- ----------- ------------- -----------------
Icahn Master 12/14/06 102,929 44.5834
----------------- ----------- ------------- -----------------
Icahn Master 12/18/06 11,439 45.0008
----------------- ----------- ------------- -----------------
Icahn Master 12/19/06 45,755 44.9726
----------------- ----------- ------------- -----------------
Icahn Master 12/21/06 35,551 45.4298
----------------- ----------- ------------- -----------------
Icahn Master 01/12/07 (1) 80,000 46.2116
----------------- ----------- ------------- -----------------
Icahn Master 01/16/07 (1) 58,000 46.4230
----------------- ----------- ------------- -----------------
Icahn Master 01/17/06 (1) 11,945 46.4527
----------------- ----------- ------------- -----------------
Icahn Master 01/18/07 (1)304,762 47.2129
----------------- ----------- ------------- -----------------
Icahn Master 01/19/07 (1)126,630 47.1923
----------------- ----------- ------------- -----------------
Icahn Master 01/22/07 (1)279,000 46.7900
----------------- ----------- ------------- -----------------
Icahn Partners 11/24/06 18,226 39.1366
----------------- ----------- ------------- -----------------
Icahn Partners 11/27/06 124,700 38.9344
----------------- ----------- ------------- -----------------
Icahn Partners 11/28/06 171,621 38.9095
----------------- ----------- ------------- -----------------
Icahn Partners 11/29/06 137,297 38.9605
----------------- ----------- ------------- -----------------
Icahn Partners 11/30/06 58,351 39.0989
----------------- ----------- ------------- -----------------
Icahn Partners 12/01/06 44,318 39.0854
----------------- ----------- ------------- -----------------
Icahn Partners 12/05/06 92,524 41.1445
----------------- ----------- ------------- -----------------
Icahn Partners 12/06/06 42,321 42.1014
----------------- ----------- ------------- -----------------
Icahn Partners 12/07/06 34,268 42.6599
----------------- ----------- ------------- -----------------
Icahn Partners 12/08/06 1,576 42.8326
----------------- ----------- ------------- -----------------
Icahn Partners 12/11/06 4,900 43.0090
----------------- ----------- ------------- -----------------
Icahn Partners 12/12/06 56,542 43.6048
----------------- ----------- ------------- -----------------
Icahn Partners 12/13/06 41,122 43.9686
----------------- ----------- ------------- -----------------
Icahn Partners 12/14/06 75,071 44.5834
----------------- ----------- ------------- -----------------
Icahn Partners 12/18/06 8,561 45.0008
----------------- ----------- ------------- -----------------
Icahn Partners 12/19/06 34,245 44.9726
----------------- ----------- ------------- -----------------
Icahn Partners 12/21/06 26,609 45.4298
----------------- ----------- ------------- -----------------
Icahn Partners 01/12/07 60,864 46.0084
----------------- ----------- ------------- -----------------
Icahn Partners 01/16/07 42,880 46.2175
----------------- ----------- ------------- -----------------
Icahn Partners 01/17/06 8,868 46.3522
----------------- ----------- ------------- -----------------
Icahn Partners 01/18/07 234,830 47.0031
----------------- ----------- ------------- -----------------
Icahn Partners 01/19/07 97,573 47.0021
----------------- ----------- ------------- -----------------
Icahn Partners 01/22/07 216,200 46.6200
----------------- ----------- ------------- -----------------
(1) Shares underlying call options purchased.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
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 3 above, the Reporting Persons currently have long economic
exposure to an aggregate of 3,382,600 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.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
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: January 22, 2007
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
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
CCI OFFSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Vice President
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
CCI ONSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
Signature Page of Schedule 13D - Temple-Inland Inc.]
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Temple-Inland Inc. and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 22nd day of January, 2007.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
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
CCI OFFSHORE CORP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Vice President
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
CCI ONSHORE CORP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D - Temple-Inland Inc.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the Reporting Persons. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Barberry Corp. Sole Member
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Irene March Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
Name Position
---- --------
Icahn Offshore LP General Partner
ICAHN OFFSHORE LP
Name Position
---- --------
CCI Offshore Corp. General Partner
CCI OFFSHORE CORP.
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President/Taxes
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
ICAHN ONSHORE LP
Name Position
---- --------
CCI Onshore Corp. General Partner
CCI ONSHORE CORP
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President/Taxes