defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Soliciting Material Pursuant to §240.14a-12 |
Temple-Inland Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Temple-Inland
Inc. issued a press release on April 2, 2007 announcing the
future executive leadership for Temple-Inland, Guaranty Financial
Services and Forestar Real Estate Group, the three focused,
stand-alone public companies resulting from Temple-Inlands
previously announced transformation plan. Below are excerpts from the
press release:
Temple-Inland Inc. announced today the future executive leadership
for Temple-Inland, Guaranty Financial Services and Forestar Real Estate Group, the three focused,
stand-alone public companies resulting from Temple-Inlands transformation plan. The leadership
appointments will be effective upon completion of the spin-offs of Guaranty Financial Services and
Forestar Real Estate Group to Temple-Inland shareholders, which is expected by year-end 2007.
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Doyle R. Simons will become Chairman of the Board and Chief Executive Officer of
Temple-Inland |
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J. Patrick Maley III will become President and Chief Operating Officer and a Director of
Temple-Inland |
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Kenneth R. Dubuque will remain President, Chief Executive Officer and
a Director of Guaranty Financial Services |
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James M. DeCosmo will remain President, Chief Executive Officer and a
Director of Forestar Real Estate Group |
Kenneth M. Jastrow, II, will step down as Chairman and Chief Executive Officer of Temple-Inland
upon completion of the spin-offs and will become Non-Executive Chairman of the Board of both
Guaranty Financial Services and Forestar Real Estate Group.
* * *
Completion of the spin-offs is subject to receipt of favorable rulings from the Internal Revenue
Service on the tax-free nature of the spin-offs, regulatory and other governmental approvals, and
approval of the final terms by Temple-Inlands board of directors.
BIOGRAPHICAL OVERVIEW OF EXECUTIVE APPOINTMENTS
Doyle R. Simons, 43, is currently Executive Vice President of Temple-Inland, a position he has held
since February 2005. Mr. Simons previously served as Chief Administrative Officer from November
2003 to February 2005, as Vice President, Administration from November 2000 to November 2003 and as
Director of Investor Relations from 1994 through 2003. Mr. Simons holds a Bachelor of Business
Administration degree from Baylor University and a Juris Doctor from The University of Texas and
has completed the Stanford University Executive Program.
J. Patrick Maley III, 45, is currently Executive Vice President Paper, a position he has held
since November 2004 following his appointment as Group Vice President in May 2003. Prior to joining
Temple-Inland, Mr. Maley served in various capacities from 1992 to 2003 at International Paper,
including director of manufacturing for the containerboard and kraft division. Mr. Maley holds a
Bachelor of Science degree in Chemical Engineering from Michigan Technology University and has
completed extensive leadership and functional skill training and development.
Kenneth R. Dubuque, 58, is currently Group Vice President of Temple-Inland, a position he has held
since February 2000, and President and Chief Executive Officer of Guaranty Bank, a position he has
held since October 1998. From 1996 until 1998, Mr. Dubuque served as Executive Vice President and
Manager International Trust and Investment of Mellon Bank Corporation. From 1991 until 1996, he
served as Chairman, President and Chief Executive Officer of the Maryland, Virginia, and
Washington, D.C., operating subsidiary of Mellon Bank Corporation. Mr. Dubuque holds a Bachelor of
Science degree in Industrial Engineering from Columbia University and a Master of Business
Administration degree from Fairleigh Dickinson University.
James M. DeCosmo, 48, is currently Group Vice President Real Estate of Temple-Inland, a position he
has held since May 2005. Mr. DeCosmo joined Temple-Inland in 1999 as Director of Forest Management
for the eastern region forest operations and in November 2000 he was promoted to Vice President
Forest for our forest products segment with responsibility for managing our timberland. Mr.
DeCosmo holds a Bachelor of Science degree in Forest Resources and Conservation from the University
of Florida at Gainesville and has completed the Stanford University Executive Program.
* * *
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Any statements in this press release that are not historical facts, including the expected
completion of the spin-offs and the anticipated effectiveness of the executive appointments, are
forward-looking statements and are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements reflect managements current views with
respect to future events and are subject to risk and uncertainties. Numerous factors and
uncertainties could cause the events described in these forward-looking statements to occur to a
different extent or at a different time than suggested in the forward-looking statements or not to
occur at all. Factors and uncertainties that might cause such differences include, but are not
limited to: costs, delays, and other difficulties related to the transformation plan; difficulties
in obtaining any necessary regulatory approvals, including IRS rulings with respect to the tax-free
nature of the spin-offs; changes in laws or regulations and actions or restrictions of regulatory
agencies; and other factors, many of which are beyond our control. Additional factors that could
cause actual results to differ materially from our expectations are described in our latest annual
or quarterly report, as filed with the Securities and Exchange Commission. All forward-looking
statements speak only as of the time when made. We undertake no obligation to revise any
forward-looking statement included in this press release to reflect any future events or
circumstances.