UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
February 26, 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
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 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended by the addition of the
following:
On February 26, 2007, the Reporting Persons issued a press release and
delivered a letter to the Issuer. A copy of the press release and letter is
filed herewith as an exhibit and incorporated herein by reference, and any
descriptions herein of the press release and letter are qualified in their
entirety by reference to the press release and letter.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial 13D is hereby amended and restated to read in its
entirety as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 7,201,939 Shares, representing approximately 6.85% of the
Issuer's outstanding Shares (based upon the 105,152,306 Shares stated to be
outstanding as of February 20, 2007 by the Issuer in the Issuer's Annual
Report on Form 10-K, filed with the Securities and Exchange Commission on
February 23, 2007.
Item 5(c) of the Initial 13D is hereby amended by the addition of the
following:
(c) On February 21, 2007, Icahn Master acquired 860,337 Shares upon
exercise of all of the call options listed in the table set forth under
Item 5(c) of the Initial 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
1 Press Release and Letter to Issuer
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: February 26, 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 Amendment No. 2 to Schedule 13D - Temple-Inland Inc.]