SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Gaylord Container Corporation
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(Name of Issuer)
Class A Common Stock, par value $.0001 per share
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(Title of Class of Securities)
368145108
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(CUSIP Number)
M. Richard Warner, Esq.
Temple-Inland Inc.
303 South Temple Drive
Diboll, TX 75941
(936) 829-5511
Copy to:
Stephen W. Hamilton, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
September 27, 2001
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(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 Rule 13d-1(e), 13d-1(f) or 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.
CUSIP No. 368145108 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Temple-Inland Inc.
I.R.S. Identification No. 75-1903917
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
[ ] (a)
[ ] (b)
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
BK, WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 6,672,480 (1)
REPORTING ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
6,672,480 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,672,480 (1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON
CO
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(1) The shares of Common Stock represent the number of shares subject to
the Stockholders Agreement, dated as of September 27, 2001 (the
"Stockholders Agreement"), among Temple-Inland Inc., Temple-Inland Acquisition
Corporation and certain stockholders of Gaylord Container Corporation.
Temple-Inland Inc. may be deemed to share the power to direct the vote of such
shares under the provisions of the Stockholders Agreement, which is
discussed in greater detail in response to Item 4.
This Schedule 13D is filed by Temple-Inland Inc., a Delaware
corporation ("Parent"), and relates to the tender offer by Temple-Inland
Acquisition Corporation, a Delaware corporation (the "Purchaser") and an
indirect, wholly-owned subsidiary of Parent, 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 that certain Rights Agreement, dated June 12, 1995,
between the Company and Harris Trust and Savings Bank, as Rights Agent (the
"Rights" and, together with the Common Stock, the "Shares"), at $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"), incorporated herein by
reference to Exhibit (a)(1) to the Schedule TO filed by Parent and the
Purchaser on September 28, 2001 (as amended from time to time, the
"Schedule TO") and in the related Letter of Transmittal, incorporated
herein by reference to Exhibit (a)(2) to the Schedule TO (which, together
with the Offer to Purchase, as either may be amended or supplemented from
time to time, collectively constitute the "Offer").
Item 1. Security and Issuer.
This Schedule 13D relates to the Shares. The principal executive
offices of the Company are located at 500 Lake Cook Road, Suite 400,
Deerfield, Illinois 60015.
Item 2. Identity and background.
The information set forth in section 8 ("Certain Information
Concerning Parent and the Purchaser") of the Offer to Purchase and in the
section captioned "Schedule I: Directors and Executive Officers of Parent
and the Purchaser" of the Offer to Purchase is incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D relates to the acquisition by Parent of
beneficial ownership of Shares pursuant to the Stockholders Agreement,
dated as of September 27, 2001 (the "Stockholders Agreement"), among
Parent, the Purchaser and certain stockholders of the Company (the
"Tendering Stockholders"), pursuant to which the Tendering Stockholders
agreed to tender an aggregate of 6,672,480 Shares owned by them (the
"Committed Shares") pursuant to the Offer and granted to Parent an
irrevocable proxy (the "Proxy") to vote such Committed Shares in favor of
the merger. The Stockholders Agreement is described more fully in section
11 ("The Merger Agreement; Other Arrangements") of the Offer to Purchase,
which is incorporated herein by reference.
The Proxy was granted by the Tendering Stockholders as an
inducement to Parent to enter into the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of September 27, 2001, among Parent, the
Purchaser and the Company, as described in Item 4 below. No monetary
consideration was paid by Parent to the Tendering Stockholders for the
Proxy.
The information set forth in the Offer to Purchase in section 9
("Source and Amount of Funds or Other Consideration") is incorporated
herein by reference.
Item 4. Purpose of Transaction.
The information set forth in the section of the Offer to Purchase
captioned "Introduction," and in section 1 ("Terms of the Offer"), section
10 ("Background of the Offer; Past Contacts or Negotiations with the
Company"), section 11 ("The Merger Agreement; Other Arrangements"), section
12 ("Purpose of the Offer; Plans for the Company"), section 13 ("Certain
Effects of the Offer"), and section 14 ("Dividends and Distributions") of
the Offer to Purchase is incorporated herein by reference.
No reporting person has any present plans or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would
occur upon completion of any of the actions set forth herein.
Item 5. Interest in Securities of the Issuer.
As a result of the grant of the Proxy pursuant to the Stockholders
Agreement, Parent may be deemed to be the beneficial owner of an aggregate
of 6,672,480 Shares, which would represent approximately 11.9% of the
outstanding Shares (based on the number of Shares outstanding as of
September 26, 2001, as set forth in the Merger Agreement).
The information set forth in the Offer to Purchase in section 8
("Certain Information Concerning Parent and the Purchaser"), section 11
("The Merger Agreement; Other Arrange ments") and in the section captioned
"Schedule I: Directors and Executive Officers of Parent and the Purchaser"
is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth in Item 3 herein and in the sections of
the Offer to Purchase captioned "Introduction" and "Schedule I: Directors
and Executive Officers of Parent and the Purchaser" and in section 8
("Certain Information Concerning Parent and the Purchaser"), section 10
("Background of the Offer; Past Contacts or Negotiations with the
Company"), and section 11 ("The Merger Agreement; Other Arrangements") of
the Offer to Purchase and in Exhibits (d)(1), (d)(2) and (d)(3) attached to
the Schedule TO is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
*1 Agreement and Plan of Merger, dated as of September 27,
2001, among Parent, the Purchaser and the Company.
*2 Stockholders Agreement, dated as of September 27, 2001,
among Parent, the Purchaser and certain stockholders of
the Company.
*3 Stock Option Agreement, dated as of September 27, 2001,
between Parent and the Company.
*4 Offer to Purchase, dated September 28, 2001.
*5 Form of Letter of Transmittal.
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* Incorporated by reference to the Schedule TO, filed with the Securities
and Exchange Commission on September 28, 2001 by Parent and the Purchaser.
SIGNATURE
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
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Name: M. Richard Warner
Title: Vice President and Chief
Administrative Officer
Date: October 10, 2001
EXHIBIT INDEX
Exhibit Description
*1 Agreement and Plan of Merger, dated as of September 27,
2001, among Parent, the Purchaser and the Company.
*2 Stockholders Agreement, dated as of September 27, 2001,
among Parent, the Purchaser and certain stockholders of
the Company.
*3 Stock Option Agreement, dated as of September 27, 2001,
between Parent and the Company.
*4 Offer to Purchase, dated September 28, 2001.
*5 Form of Letter of Transmittal.
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* Incorporated by reference to the Schedule TO, filed with the Securities
and Exchange Commission on September 28, 2001 by Parent and the Purchaser.