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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
(Amendment No. 1)
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GAYLORD CONTAINER CORPORATION
(Name of Subject Company (Issuer))
TEMPLE-INLAND ACQUISITION CORPORATION
an indirect, wholly-owned subsidiary of
TEMPLE-INLAND INC.
(Names of Filing Persons (Offerors))
Class A Common Stock, par value $.0001 per share
(Including the Associated Rights to Purchase Preferred Stock)
(Title of Class of Securities)
368145108
(CUSIP Number of Class of Securities)
M. Richard Warner, Esq.
Temple-Inland Inc.
303 South Temple Drive
Diboll, TX 75941
(936) 829-5511
(Name, Address and Telephone Number of Person Authorized
To Receive Notices and Communications on Behalf of the Filing Persons)
Copy to:
Stephen W. Hamilton, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|x| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission on January 22, 2002 (as amended, the "Schedule TO") by
Temple-Inland Acquisition Corporation, a Delaware corporation (the
"Purchaser"), and Temple-Inland Inc., a Delaware corporation ("Parent"),
relating to the offer 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 the
Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and,
together with the Common Stock, the "Shares"), at a price of $1.17 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 January
22, 2002 (as amended and supplemented, the "Offer to Purchase"), a copy of
which is attached to and filed with the Schedule TO as Exhibit (a)(1), and
in the related Letter of Transmittal (as amended and supplemented, the
"Letter of Transmittal," a copy of which is attached to and filed with the
Schedule TO as Exhibit (a)(2), which, together with the Offer to Purchase,
collectively constitute the "Offer"). The Offer is made pursuant to an
Agreement and Plan of Merger, dated as of January 21, 2002 (the "Merger
Agreement"), among Parent, the Purchaser and the Company, which
contemplates the merger (the "Merger") of the Purchaser with and into the
Company. Any capitalized term used and not otherwise defined herein shall
have the meaning ascribed to such term in the Offer to Purchase.
ITEM 1. SUMMARY OF TERM SHEET
ITEM 4. TERMS OF THE TRANSACTION, AND
ITEM 11. ADDITIONAL INFORMATION.
Items 1, 4 and 11 of the Schedule TO are hereby amended and
supplemented by adding the following thereto:
On January 31, 2002, Parent issued a press release announcing that
Inland Container Corporation I, a Delaware corporation and a wholly-owned
subsidiary of Parent ("Inland Container"), had received tenders and
accompanying consents from the holders of at least a majority in principal
amount of each of the 9-3/8% Senior Notes due 2007, 9-3/4% Senior Notes due
2007 and 9-7/8% Senior Subordinated Notes due 2008 (together, the "Notes")
of the Company in response to the previously announced tender offer and
consent solicitation (the "Notes Offer") that Temple-Inland, through Inland
Container, commenced on January 22, 2002, for the Notes. Parent stated that
pursuant to the terms of the Notes Offer, the Consent Condition had been
met, the Withdrawal Deadline with respect to Notes Offer had passed, and
that accordingly, Notes that had been tendered or may be tendered may not
be withdrawn. Parent indicated that the Minimum Note Condition to the Offer
had not been meet as of 5:00 p.m. on January 30, 2002. A copy of the press
release is attached hereto as Exhibit (a)(11) and is incorporated by
reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
adding the following exhibit thereto:
(a)(11) Text of Press Release, dated January 31, 2002, issued by
Parent.
SIGNATURES
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
TEMPLE-INLAND ACQUISITION CORPORATION
By: /s/ M. Richard Warner
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Name: M. Richard Warner
Title: Vice President
Date: January 31, 2002
EXHIBIT (a)(11)
TEMPLE-INLAND RECEIVES MAJORITY TENDER AND CONSENTS
IN CONNECTION WITH DEBT TENDER OFFER
AUSTIN, TEXAS, January 31, 2002 - Temple-Inland Inc. (NYSE: TIN;
"Temple-Inland") announced today that as of 5:00 p.m. on January 30, 2002,
Temple-Inland's wholly-owned subsidiary, Inland Container Corporation I
("Inland Container"), had received tenders and accompanying consents from
the holders of at least a majority in principal amount of each of the
9-3/8% Senior Notes due 2007, 9-3/4% Senior Notes due 2007 and 9-7/8%
Senior Subordinated Notes due 2008 (together, the "Notes") of Gaylord
Container Corporation ("Gaylord") in response to the previously announced
tender offer and consent solicitation (the "Notes Offer") that
Temple-Inland, through Inland Container, commenced on January 22, 2002.
Pursuant to the terms of the Notes Offer, the Consent Condition
has now been met, and the Withdrawal Deadline with respect to Notes Offer
has now passed. Accordingly, Notes that have been tendered or may be
tendered may not be withdrawn.
Gaylord intends to immediately execute supplemental indentures
implementing amendments to the indentures governing the Notes, but such
amendments will not become operative unless and until all validly tendered
Notes are purchased in the Notes Offer. Once the proposed amendments become
operative, the holders of untendered Notes will be bound thereby. In
addition, the supplemental indentures for each series of Notes will provide
for a specific waiver of any change of control provisions in the
indentures, and such waivers will become immediately operative upon
execution of the supplemental indentures.
The Notes Offer is currently scheduled to expire at 12:00
midnight, New York City time, on Tuesday, February 19, 2002, unless
extended. Closing of the Notes Offer is subject to certain customary
conditions, including (i) at least two-thirds of the outstanding shares of
Gaylord common stock being validly tendered and not withdrawn prior to the
expiration date of the related equity offer, and (ii) at least 90% in
aggregate principal amount of the outstanding Notes of each series being
validly tendered and not withdrawn prior to the expiration of the Notes
Offer (the "Minimum Note Tender Condition"). As of 5:00 p.m. on January 30,
2002, the Minimum Note Tender Condition had not been met.
As previously announced, Temple-Inland and Gaylord have agreed to
a merger in which Temple-Inland will acquire Gaylord through an acquisition
subsidiary. Detailed information about Temple-Inland's acquisition of
Gaylord is contained in Securities and Exchange Commission filings, and
such filed materials are available electronically, without charge, at an
Internet site maintained by the SEC - http://www.sec.gov.
Temple-Inland is a major manufacturer of corrugated packaging and
building products, with a diversified financial services operation. The
company's 2.1 million acres of forestland are certified as managed in
compliance with ISO 14001 and in accordance with the Sustainable Forestry
Initiative (SFISM) program of the American Forest & Paper Association to
ensure forest management is conducted in a scientifically sound and
environmentally sensitive manner. Temple-Inland's common stock (TIN) is
traded on the New York Stock Exchange and the Pacific Exchange.
Temple-Inland's address on the World Wide Web is
http://www.templeinland.com.
Salomon Smith Barney Inc. is acting as Dealer/Manager for the
tender offer and consent solicitation and can be contacted at toll-free
(800) 558-3745. D.F. King & Co., Inc. is the Information Agent and can be
contacted at toll-free (800) 549-6650 or for Bankers and Brokers only, call
collect (212) 269-5550.
This release contains forward-looking statements that involve
risks and uncertainties. The actual results achieved by Tempe-Inland may
differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such differences include general
economic, market, or business conditions; the opportunities (or lack
thereof) that may be presented to and pursued by Temple-Inland and its
respective subsidiaries; competitive actions by other companies; changes in
laws or regulations; and other factors, many of which are beyond the
control of Temple-Inland and its respective subsidiaries.