UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Temple-Inland Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-1903917
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
1300 MoPac Expressway South, Austin, TX 78746
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective upon filing pursuant and is effective upon filing pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file numbers to which this form relates: 333-84120
333-84120-01
333-84120-02
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Upper DECS(SM) New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Upper DECS to be registered
hereunder is incorporated herein by reference to the description included
under the captions "Description of the Upper DECS" and "Description of the
Senior Notes" in the Prospectus Supplement, dated April 25, 2002, to the
Prospectus dated March 26, 2002, relating to the Upper DECS and forming a
part of the Registration Statement on Form S-3, of the Registrant,
Temple-Inland Trust I and Temple-Inland Trust II (File Nos. 333-84120,
333-84120-01 and 333-84120-02) (as the same may be amended or supplemented
from time to time, the "Registration Statement"). For purposes of such
description, any prospectus supplement relating to the Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, which purports to describe the Upper DECS shall be deemed to be
incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been
filed as exhibits to the Registration Statement and are hereby incorporated
herein by reference.
Exhibit
Number Description of Exhibit
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1. Registration Statement on Form S-3 (Registration Nos. 333-84120,
333-84120-01 and 333-84120-02), as filed with the Securities and
Exchange Commission on March 11, 2002 by Temple-Inland Inc.,
Temple-Inland Trust I and Temple-Inland Trust II, and Amendment
No. 1 thereto, as filed on March 25, 2002 with the Commission.
2. Indenture, dated as of September 1, 1986, between Temple-Inland
Inc. and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as Trustee (the "Senior Notes
Indenture") (incorporated by reference to Exhibit 4.01 to the
registration statement on Form S-1 (Registration No. 33-8362),
filed with the Commission on August 29, 1986).
3. First Supplemental Indenture to the Senior Notes Indenture, dated
as of April 15, 1988, between Temple-Inland Inc. and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank and
Chemical Bank), as Trustee (incorporated by reference to Exhibit
4.02 to the registration statement on Form S-3 (Registration No.
33-20431), filed with the Commission on March 2, 1988).
4. Second Supplemental Indenture to the Senior Notes Indenture, dated
as of December 27, 1990, between Temple-Inland Inc. and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank and
Chemical Bank), as Trustee (incorporated by reference to Exhibit
4.03 to Form 8-K, File No. 1-8634, filed with the Commission on
December 27, 1990).
5. Third Supplemental Indenture to the Senior Notes Indenture, dated
as of May 9, 1991, between Temple-Inland Inc. and JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank and Chemical
Bank), as Trustee (incorporated by reference to Exhibit 4 to Form
10-Q, File No. 1-8634, filed with the Commission on August 7, 1991).
6. Purchase Contract Agreement (including form of Upper DECS
Certificate and form of Stripped DECS Certificate) dated as of May
1, 2002, between Temple-Inland Inc. and JPMorgan Chase Bank, as
Purchase Contract Agent (incorporated by reference to Exhibit 4.2
to Form 8-K, File No. 1-8634, filed with the Commission on May 3,
2002).
7. Pledge Agreement, dated as of May 1, 2002, among Temple-Inland
Inc., Bank One Trust Company, N.A., as Collateral Agent, Custodial
Agent and Securities Intermediary and JPMorgan Chase Bank, as
Purchase Contract Agent (incorporated by reference to Exhibit 4.3
to Form 8-K, File No. 1-8634, filed with the Commission on
May 3, 2002).
8. Form of Remarketing Agreement to be entered into among
Temple-Inland Inc., JPMorgan Chase Bank, as Purchase Contract
Agent, and a Remarketing Agent (incorporated by reference to
Exhibit 4.4 to Form 8-K, File No. 1-8634, filed with the
Commission on May 3, 2002).
9. Officers' Certificate (including Form of Note), with respect to
the 6.42% Senior Notes due 2007 (incorporated by reference to
Exhibit 4.5 to Form 8-K, File No. 1-8634, filed with the
Commission on May 3, 2002).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 3, 2002
TEMPLE-INLAND INC.
By: /s/ M. Richard Warner
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Name: M. Richard Warner
Title: Vice President and General Counsel