-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NoLUZ9bGM2i/TnoI281e3qCXYLKulB5cmGbA32hAdDuIqtHquVpTG8fXlhII/V1Z kMdQzDrGmqzVUL5ZvhzEFw== 0000928475-07-000056.txt : 20070226 0000928475-07-000056.hdr.sgml : 20070226 20070226151049 ACCESSION NUMBER: 0000928475-07-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070226 DATE AS OF CHANGE: 20070226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34674 FILM NUMBER: 07648934 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13damd2022607.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Temple-Inland Inc. (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 879868107 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 2007 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-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. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on January 22, 2007, as previously amended (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, par value $1.00 (the "Shares"), issued by Temple-Inland Inc. (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended by the addition of the following: On February 26, 2007, the Reporting Persons issued a press release and delivered a letter to the Issuer. A copy of the press release and letter is filed herewith as an exhibit and incorporated herein by reference, and any descriptions herein of the press release and letter are qualified in their entirety by reference to the press release and letter. Item 5. Interest in Securities of the Issuer Item 5(a) of the Initial 13D is hereby amended and restated to read in its entirety as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 7,201,939 Shares, representing approximately 6.85% of the Issuer's outstanding Shares (based upon the 105,152,306 Shares stated to be outstanding as of February 20, 2007 by the Issuer in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 23, 2007. Item 5(c) of the Initial 13D is hereby amended by the addition of the following: (c) On February 21, 2007, Icahn Master acquired 860,337 Shares upon exercise of all of the call options listed in the table set forth under Item 5(c) of the Initial 13D. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The information set forth above in Item 4 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits 1 Press Release and Letter to Issuer SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 26, 2007 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory CCI OFFSHORE CORP. By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Vice President ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory CCI ONSHORE CORP. By: /s/ Keith A. Meister -------------------- Name: Keith A. Meister Title: Vice President /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Amendment No. 2 to Schedule 13D - Temple-Inland Inc.] EX-99 2 sch13damd2022607ex.txt PRESS RELEASE AND LETTER TO ISSUER FOR IMMEDIATE RELEASE CARL ICAHN COMMENDS TEMPLE-INLAND'S MANAGEMENT AND BOARD OF DIRECTORS FOR DELIVERING VALUE TO ALL SHAREHOLDERS NEW YORK, NY, FEBRUARY 26, 2007 - Carl Icahn today stated: "As one of the largest shareholders of Temple-Inland, we are extremely pleased with today's announcement by Temple-Inland to separate into three focused, stand-alone public companies (manufacturing operations, financial services and real estate) and sell its strategic timberland. Temple-Inland's management and board of directors should be commended for listening to the concerns that we and other shareholders have expressed and for announcing plans to take the actions we suggested. We look forward to continuing our dialogue with management and to working to assist, as appropriate, in the separation of Temple-Inland's component businesses. This is a great example of the "win-win" outcomes that can be achieved when managements work together with shareholders to create value for all. In light of the foregoing, in a letter sent today to Kenneth Jastrow, II, Chairman and CEO of Temple-Inland, we notified him that we no longer intend to appear at the 2007 annual meeting of Temple-Inland's stockholders to nominate persons for election to the board." By encouraging undervalued companies to take actions to maximize shareholder value, we believe our actions have led to improved shareholder performance at numerous companies. Contact: Susan Gordon Icahn Associates Corp. (212) 702-4309 ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP HIGH RIVER LIMITED PARTNERSHIP c/o Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 February 26, 2007 FEDERAL EXPRESS AND FACSIMILE - ----------------------------- Kenneth M. Jastrow, II Chairman and CEO Temple-Inland Inc. 1300 MoPac Expressway South Austin, Texas 78746 Re: Transformation Plan ------------------- Dear Ken: We are writing to congratulate you and the rest of Temple-Inland's management and board of directors for announcing steps to enhance value for all shareholders. As one of the largest shareholders of Temple-Inland, we are extremely pleased with today's announcement by Temple-Inland to separate into three focused, stand-alone public companies (manufacturing operations, financial services and real estate) and sell its strategic timberland. Temple-Inland's management and board of directors should be commended for listening to the concerns that we and other shareholders have expressed and for announcing plans to take the actions we suggested. We look forward to continuing our dialogue with management and to working to assist, as appropriate, in the separation of Temple-Inland's component businesses. This is a great example of the "win-win" outcomes that can be achieved when managements work together with shareholders to create value for all. Finally, we no longer intend to appear at the 2007 annual meeting of Temple-Inland's stockholders to nominate persons for election to the board. Very truly yours, ICAHN PARTNERS LP ICAHN PARTNERS MASTER FUND LP HIGH RIVER LIMITED PARTNERSHIP, By: Hopper Investments LLC, its general partner, By: Barberry Corp., its general partner By: _______________________ Name: Edward E. Mattner Its: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----