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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: April 25, 2002
(Date of earliest event reported)
TEMPLE-INLAND INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-08634 75-1903917
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1300 South MoPac Expressway, Austin, Texas 78746
(Address of Principal Executive Offices)
(512) 434-5800
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On April 25, 2001, Temple-Inland Inc. (the "Company") entered
into an Underwriting Agreement with Salomon Smith Barney Inc. and UBS
Warburg LLC, as representatives of the several underwriters named therein,
relating to the offering and sale (the "Upper DECS Offering") by the Company
of up to 6,900,000 Upper DECS (the "Upper DECS"). Each Upper DECS consists
of (i) a forward purchase contract under which the holder agrees to purchase
from the Company and the Company agrees to sell shares of its common stock,
par value $1.00 per share, on May 17, 2005 and (ii) a 6.42% senior note due
May 17, 2007 of the Company. On April 26, 2002, the Company filed a
Prospectus Supplement relating to the Upper DECS Offering, dated April 25,
2002, to the Prospectus dated March 26, 2002 (the "Prospectus"), included as
part of the Registration Statement on Form S-3 of the Company, Temple-Inland
Trust I and Temple-Inland Trust II (File Nos. 333-84120, 333-84120-01 and
333-84120-02) (the "Registration Statement").
On May 1, 2002, the Company entered into an Underwriting
Agreement with Salomon Smith Barney Inc. and UBS Warburg LLC, as
representatives of the several underwriters named therein, relating to the
offering and sale (the "Notes Offering") by the Company of $500,000,000
aggregate principal amount of the Company's 7.875% Senior Notes due 2012
(the "Notes") to be issued under an indenture, dated as of September 1,
1986, between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank and Chemical Bank), as trustee (the "Trustee"), as
amended by the first supplemental indenture, dated as of April 15, 1988, the
second supplemental indenture, dated as of December 27, 1990, and the third
supplemental indenture, dated as of May 9, 1991 (as so amended, the
"Indenture"). On May 2, 2002, the Company filed a Prospectus Supplement
relating to the Notes Offering, dated May 1, 2002, to the Prospectus,
included as part of the Registration Statement.
In connection with the Upper DECS Offering and the Notes
Offering, the Company is filing certain exhibits as part of this Form 8-K.
See "Item 7. Exhibits." A copy of certain agreements, opinions and documents
related to the Upper DECS Offering and the Notes Offering are attached
hereto as exhibits and are incorporated by reference in their entirety into
the Registration Statement.
Item 7. Exhibits.
(c) Exhibits.
1 Underwriting Agreement, dated May 1, 2002, among the
Company and Salomon Smith Barney and UBS Warburg LLC, as
representatives of the several underwriters named
therein, in connection with the offer and sale of
$500,000,000 aggregate principal amount of the Company's
7.875% Senior Notes due 2012.
4.1 Officers' Certificate (including Form of Note), with
respect to the 7.875% Senior Notes due 2012.
4.2 Purchase Contract Agreement (including Forms of Upper DECS
and Stripped DECS Certificates), dated as of May 1, 2002,
between Temple-Inland Inc. and JPMorgan Chase Bank, as
Purchase Contract Agent.
4.3 Pledge Agreement, dated as of May 1, 2002, among
Temple-Inland Inc., Bank One Trust, National Association,
as Collateral Agent, Custodial Agent and Securities
Intermediary and JPMorgan Chase Bank, as Purchase
Contract Agent.
4.4 Form of Remarketing Agreement, to be entered into among
the Company, JPMorgan Chase Bank, as Purchase Contract
Agent and a financial institution to be selected by the
Company to act as Remarketing Agent.
4.5 Officers' Certificate (including Form of Note), with
respect to the 6.42% Senior Notes due 2007.
5 Opinion of M. Richard Warner regarding the legality of
the 7.875% Senior Notes due 2012.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
TEMPLE-INLAND INC.
Date: May 3, 2002 By: /s/ M. Richard Warner
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Name: M. Richard Warner
Title: Vice President and General Counsel
EXHIBIT INDEX
Exhibit
No. Description
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1 Underwriting Agreement, dated May 1, 2002, among the
Company and Salomon Smith Barney and UBS Warburg LLC, as
representatives of the several underwriters named
therein, in connection with the offer and sale of
$500,000,000 aggregate principal amount of the Company's
7.875% Senior Notes due 2012.
4.1 Officers' Certificate (including Form of Note), with
respect to the 7.875% Senior Notes due 2012.
4.2 Purchase Contract Agreement (including Forms of Upper DECS
and Stripped DECS Certificates), dated as of May 1, 2002,
between Temple-Inland Inc. and JPMorgan Chase Bank, as
Purchase Contract Agent.
4.3 Pledge Agreement, dated as of May 1, 2002, among
Temple-Inland Inc., Bank One Trust, National Association,
as Collateral Agent, Custodial Agent and Securities
Intermediary and JPMorgan Chase Bank, as Purchase
Contract Agent.
4.4 Form of Remarketing Agreement, to be entered into among
the Company, JPMorgan Chase Bank, as Purchase Contract
Agent and a financial institution to be selected by the
Company to act as Remarketing Agent.
4.5 Officers' Certificate (including Form of Note), with
respect to the 6.42% Senior Notes due 2007.
5 Opinion of M. Richard Warner regarding the legality of
the 7.875% Senior Notes due 2012.