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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. 5)
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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. 5 (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
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS, AND
ITEM 11. ADDITIONAL INFORMATION.
Items 1, 4, 5 and 11 of the Schedule TO are hereby amended and
supplemented by adding the following thereto:
On February 21, 2002, Parent issued a press release announcing
that Purchaser has extended its offer to purchase for $1.17 per Share, all
outstanding Shares of the Company until 6:00 p.m., New York City time on
Thursday, February 21, 2002. The Offer had previously been scheduled to
expire on February 20, 2002. Based on information provided by the
Depositary to Parent, as of midnight on February 20, 2002, stockholders of
the Company had tendered into the Offer 46,378,610 Shares, which represent
approximately 82.8% of the Company's outstanding Shares. A copy of the
press release is attached hereto as Exhibit (a)(13) and is incorporated
herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
adding the following exhibit thereto:
(a)(13) Text of Press Release, dated February 21, 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: February 21, 2002
TEMPLE-INLAND FURTHER EXTENDS TENDER OFFERS FOR ALL
OUTSTANDING SHARES AND NOTES OF GAYLORD CONTAINER CORPORATION
AUSTIN, TEXAS, February 21, 2002 - Temple-Inland (NYSE: TIN)
announced today that it is extending the expiration dates for its offer to
purchase (the "Equity Offer") all outstanding shares of common stock of
Gaylord Container Corporation (AMEX: GCR) and its offer to purchase and
solicitation of consents (the "Debt Offer") in respect of all outstanding
9-3/8% Senior Notes due 2007 (the "9-3/8% Senior Notes"), 9-3/4% Senior
Notes due 2007 (the "9-3/4% Senior Notes") and 9-7/8% Senior Subordinated
Notes due 2008 (the "9-7/8% Senior Subordinated Notes" and, together with
the 9-3/8% Senior Notes and the 9-3/4% Senior Notes, the "Notes"), of
Gaylord. The expiration date for both offers, made through its wholly-owned
subsidiaries Temple-Inland Acquisition Corporation and Inland Container
Corporation I, is extended until 6:00 p.m., New York City time, on
Thursday, February 21, 2002. Both offers had previously been scheduled to
expire on February 20, 2002. The terms of the extended offers remain
unchanged from the original offers as set forth in the offering materials.
Temple-Inland has been advised by Computershare Trust Company of
New York, the depositary for the tender offers, that as of midnight on
February 20, 2002, Gaylord stockholders had tendered into the Equity Offer
46,378,610 shares of Gaylord common stock, which represents approximately
82.8% of the outstanding common stock of Gaylord. Further, Temple-Inland
has been advised by Computershare that as of midnight on February 20, 2002,
holders of Gaylord's Notes had tendered into the Debt Offer Notes
representing $198,632,000 aggregate principal amount of the 9-3/8% Senior
Notes, $221,642,500 aggregate principal amount of the 9-3/4% Senior Notes
and $206,095,000 aggregate principal amount of the 9-7/8% Senior
Subordinated Notes.
The tender offers are being extended to allow additional time for
holders of the 9-7/8% Senior Subordinated Notes in particular to tender
before the offer expires. The extension period, however, is also applicable
to all series of Notes in the Debt Offer and to the common stock in the
Equity Offer. Pursuant to the terms of the Debt Offer, the Withdrawal
Deadline with respect to the Debt Offer passed on January 31, 2002.
Accordingly, Notes that have been tendered or may be tendered may not be
withdrawn.
Questions concerning the terms of the offers may be directed to D.
F. King & Co., Inc., the Information Agent for the offers. Bankers and
Brokers please call collect at (212) 269-5550 and all others please call
toll-free at (800) 549-6650. Questions may also be directed to Salomon
Smith Barney, the Dealer Manager for the offers, at toll-free (877)
446-1850 with respect to the Equity Offer and (800) 558-3745 with respect
to the Debt Offer.
Temple-Inland is a major manufacturer of corrugated packaging and
building products, with a diversified financial services operation. The
company's 2.2 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.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect
to the common stock or Notes of Gaylord. The Equity Offer is being
made solely by the Offer to Purchase, dated January 22, 2002, and
its related Letter of Transmittal. The Debt Offer is being made
solely by the Offer to Purchase and Consent Solicitation
Statement, dated January 22, 2002, and its related Letter of
Transmittal and Consent. This release contains forward-looking
statements that involve risks and uncertainties. The actual
results achieved by Temple-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 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 subsidiaries.
Investor Contact
Doyle R. Simons
Vice President, Administration
Temple-Inland Inc.
512-434-3737