-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KagABG0Drc8qje7cuX/OzIMCeX2X23TJSihzRpm23wYpcB/RKqL6tN578hg9xpuI kLYcNdPF11y3hiJb0b5PBw== 0000731939-94-000008.txt : 19940706 0000731939-94-000008.hdr.sgml : 19940706 ACCESSION NUMBER: 0000731939-94-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: 2631 IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-87570 FILM NUMBER: 94536690 BUSINESS ADDRESS: STREET 1: 303 S TEMPLE DR STREET 2: PO DRAWER N CITY: DIBOLL STATE: TX ZIP: 75941 BUSINESS PHONE: 4098292211 MAIL ADDRESS: STREET 1: 303 SOUTH TEMPLE DIRVE CITY: DIBOLL STATE: TX ZIP: 75941 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to . Commission File Number: 33-48034 A. Full title of the plan and address of the plan, if different from that of the issuer named below: El Morro Corrugated Box Corporation Savings and Investment Plan 4030 Vincennes Road Indianapolis, Indiana 46268-0937 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Temple-Inland Inc. 303 South Temple Drive P. O. Drawer N Diboll, Texas 75941 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. EL MORRO CORRUGATED BOX COPORATION SAVINGS AND INVESTMENT PLAN By: Inland Container Corporation, Plan Administrator By: /s/ Frank F. Hirschman DATE: June 29, 1994 3 Audited Financial Statements and Schedules El Morro Corrugated Box Corporation Savings and Investment Plan December 31, 1993 and 1992 with Report of Independent Auditors El Morro Corrugated Box Corporation Savings and Investment Plan Audited Financial Statements and Schedules December 31, 1993 and 1992 4 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Net Assets Available for Benefits, With Fund Information 2 Statements of Changes in Net Assets Available for Benefits, With Fund Information 3 Notes to the Financial Statements 4 Schedules Schedule of Assets Held for Investment Purposes 9 Schedule of Reportable Transactions 10 5 Report of Independent Auditors Plan Administrator El Morro Corrugated Box Corporation Savings and Investment Plan We have audited the accompanying statements of net assets available for benefits, with fund information of El Morro Corrugated Box Corporation Savings and Investment Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits, with fund information for the year ended December 31, 1993 and the five- month period ended December 31, 1992. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1993 and 1992, and the changes in its net assets available for benefits for the year ended December 31, 1993 and the five-month period ended December 31, 1992, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1993 and reportable transactions for the year ended December 31, 1993, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1993 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1993 financial statements taken as a whole. /s/ Ernst & Young May 17, 1994 Indianapolis, Indiana -1- 6 El Morro Corrugated Box Corporation Savings and Investment Plan Statements of Net Assets Available for Benefits, With Fund Information
December 31, 1993 December 31, 1992 Fund Information Fund Information Fund A Fund B Total Fund A Fund B Total ASSETS Investments: At fair value (Notes C and D) Temple-Inland Inc. common stock $ - $158,178 $158,178 $ - $39,604 $39,604 Equity interest in Temple-Inland Forest Products Corporation Master Trust - - - 25,157 - 25,157 Vanguard Variable GIC Fund 125,934 - 125,934 - - - Short-term investments - 11,197 11,197 - 1,141 1,141 Total investments 125,934 169,375 295,309 25,157 40,745 65,902 Receivables: Employer's contribution - 19,487 19,487 - 12,145 12,145 Participants' contribution 19,522 5,653 25,175 11,309 4,269 15,578 Interest receivable - 1 1 11 8 19 Transfers receivable from (due to) other funds (11,384) 11,384 - - - - Total receivables 8,138 36,525 44,663 11,320 16,422 27,742 Cash 1 1 2 - 1 1 Net assets available for benefits $134,073 $205,901 $339,974 $36,477 $57,168 $93,645
See accompanying notes. -2- 7 El Morro Corrugated Box Corporation Savings and Investment Plan Statements of Changes in Net Assets Available for Benefits, With Fund Information
Five-Month Period Ended Year Ended December 31, 1993 December 31, 1992 Fund Information Fund Information Fund A Fund B Total Fund A Fund B Total Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments (Note C) $ - $ 9,269 $ 9,269 $ - $ 1,267 $ 1,267 Interest 100 257 357 30 38 68 Dividends 3,790 2,163 5,953 - 143 143 Equity in earnings of Temple-Inland Forest Products Corporation Master Trust (Note C) 518 - 518 191 - 191 4,408 11,689 16,097 221 1,448 1,669 Contributions: Participants 93,501 36,579 130,080 36,256 15,410 51,666 Employer - 100,465 100,465 - 40,310 40,310 93,501 137,044 230,545 36,256 55,720 91,976 Total additions 97,909 148,733 246,642 36,477 57,168 93,645 Deductions from net assets attributed to: Benefits paid to participants 313 - 313 - - - Total deductions 313 - 313 - - - Net increase 97,596 148,733 246,329 36,477 57,168 93,645 Net assets available for benefits: Beginning of period 36,477 57,168 93,645 - - - End of period $134,073 $205,901 $339,974 $36,477 $57,168 $93,645
See accompanying notes. -3- 8 El Morro Corrugated Box Corporation Savings and Investment Plan Notes to the Financial Statements Year Ended December 31, 1993 and Five-Month Period Ended December 31, 1992 Note A Description of Plan The following description of the El Morro Corrugated Box Corporation Savings and Investment Plan (Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. General The Board of Directors of El Morro Corrugated Box Corporation and Inland Paper Company, Inc. (collectively, the Company), wholly- owned subsidiaries of Inland Container Corporation, which in turn is a wholly-owned subsidiary of Temple-Inland Inc., approved the formation of the Plan effective August 1, 1992. The Plan allows any non-union employee who is employed by El Morro Corrugated Box Corporation or Inland Paper Company, Inc. at its plants and warehouses in Vega Alta, Puerto Rico to become a participant as of any enrollment date occurring on or after completing one year of employment with the Company during which the employee was credited with at least one thousand hours of work. Participation in the Plan is entirely voluntary. Contributions Voluntary before-tax or after-tax employee contributions can be made to the Plan through periodic payroll reductions at a rate of 1% to a maximum of 6% of the participant s Plan year compensation (as defined by the Plan). Before-tax contributions are not to exceed the maximum amount specified by federal and Puerto Rico tax laws. The Company will contribute one dollar for every dollar of the first 3% of the participant s compensation and fifty cents for every dollar of the next 3% of compensation the participant elects to contribute under the Plan. The Company s contribution is limited to $2,500 per participant in each Plan year, and no Company contribution will be made on the participants after-tax contributions that exceed their pre-tax contributions. Investment Options Participants may designate their contributions be made to either of three funds: Fund A (a fixed rate fund), Fund B (Temple- Inland, Inc. common stock) or Fund C (an equity fund). Contributions by the Company are invested only in Fund B. -4- 9 El Morro Corrugated Box Corporation Savings and Investment Plan Notes to the Financial Statements (continued) Year Ended December 31, 1993 and Five-Month Period Ended December 31, 1992 Note A Description of Plan (continued) Vesting Participants are immediately vested as to their voluntary contributions plus actual earnings thereon. Vesting in the Company matched contributions is based on years of continuous service. Employees are 1/3 vested after 12 months of participation, 2/3 after 24 months and 100% after 36 months. Upon termination, the nonvested portion of the employer s account will be forfeited and applied to reduce the employer's future contributions. Payment of Benefits Participants may not withdraw before-tax contributions prior to reaching age 59 1/2. They may, however, withdraw from after-tax participant and vested employer accounts as of any valuation date (as defined by the Plan) once in a 12 month period. After 60 months of participation, participants may withdraw all of the employers' contributions. Prior thereto participants cannot withdraw the last 24 months of employers' contributions. Participants, when withdrawing, must suspend future contributions to the Plan for a period of 12 consecutive months from the date of withdrawal. Any withdrawals will be taken proportionately from Fund A and Fund C, exhausting all amounts therein before any amounts are taken from Fund B. A participant in the Plan may also withdraw funds in the case of severe financial hardship as defined by Internal Revenue Service regulations, subject to similar restrictions as described above. No loans to participants are permitted by the Plan. A participant who terminates employment is able to receive the full value of his participant account. A participant can also receive all or part of the employer's account based on vested status. The normal form of distribution is a lump-sum cash payment. Expenses The Plan is administered by an officer of the Company who is appointed by the Chairman of the Board or the President of Inland Container Corporation. All significant costs of administering the Plan were paid by the Company in 1993 and 1992. -5- 10 El Morro Corrugated Box Corporation Savings and Investment Plan Notes to the Financial Statements (continued) Year Ended December 31, 1993 and Five-Month Period Ended December 31, 1992 Note B Summary of Accounting Policies Investments: Common stock is carried at aggregate current value with the difference between cost and current value reflected in the statement of changes in net assets available for benefits as unrealized appreciation (depreciation) of common stock. Market value of common stock is based upon the last sales price as reported by the New York Stock Exchange on the last business day of the year. The short-term investments are carried at cost which approximates current value. The Plan's equity in the Temple-Inland Forest Products Corporation Master Trust is based on a percentage allocation of the aggregate current value of the Trust s assets. The Plan's equity in the earnings of the Trust is based on a percentage allocation of the Trust's investment income, realized and unrealized appreciation (depreciation) and administrative expenses. The Temple-Inland Forest Products Corporation Master Trust was established as an investment vehicle for Fund A (fixed rate fund) and comprises the assets of twelve defined contribution plans, each of which has an interest in the Trust as determined in accordance with the Temple-Inland Forest Products Corporation Master Trust Agreement. The plans individually represent employees of a specific geographical or operating location of Temple-Inland Inc. (see Note D). Investment Income: Dividends are recorded as income on the dividend record date. Realized gains or losses on investment securities sold are determined on the basis of first-in, first- out (FIFO) cost. Note C Investments The Plan's investments (including investments bought, sold, and held during the year) appreciated in value as follows: Five-month Year Ended period ended December 31, December 31, 1993 1992 Investments at Fair Value as Determined by Quoted Market Price Temple-Inland Inc.: Common Stock Fund $9,269 $1,267 -6- 11 El Morro Corrugated Box Corporation Savings and Investment Plan Notes to the Financial Statements (continued) Year Ended December 31, 1993 and Five-Month Period Ended December 31, 1992 Note C Investments (continued) Temple-Inland Forest Products Corporation Master Trust Net assets of the Temple-Inland Forest Products Corporation Master Trust (reported at current value) are comprised of the following as of December 31, 1992: Fixed income securities $ 7,607,979 Cash equivalents 9,892,064 $17,500,043 The investment committee has engaged an investment management firm to monitor the Trust's entire portfolio and to initiate purchase and sale decisions. Results of the Trust's operations for the plan period of 1992 were as follows: Investment income $ 614,981 Net realized and unrealized (depreciation) on investments (105,810) $ 509,171 The Plan's proportionate interest in the Trust's net assets was .14% in 1992. The Trust was liquidated April 1, 1993, and the Plan's proportionate interest was transferred to Vanguard. Note D Tax Status Applications have been submitted to the Internal Revenue Service and the Puerto Rico Treasury Department requesting determination letters regarding the Plan's tax status. A determination letter was received from the Puerto Rico Treasury Department stating that the Plan does qualify as defined by Sections 165(a) and 165(e) of the Puerto Rico Income Tax Act. Although no letter has yet been received from the Internal Revenue Service, it is anticipated the Plan will qualify as defined by Sections 401(a) and 401(k) of the Internal Revenue Code and will therefore, not be subject to tax using present income tax laws. Participant's are not subject to federal income tax until contributed amounts and earnings are distributed to them. -7- 12 El Morro Corrugated Box Corporation Savings and Investment Plan Notes to the Financial Statements (continued) Year Ended December 31, 1993 and Five-Month Period Ended December 31, 1992 Note E Plan Termination Although it has not expressed any intent to do so, the Company has the right to terminate the Plan. In the event the Plan is terminated, each participant's account shall be nonforfeitable with respect to both the participant's and the employer's contributions, and the net assets are to be set aside for the payment of withdrawals to the participants. -8- 13 El Morro Corrugated Box Corporation Savings and Investment Plan Schedule of Assets Held for Investment Purposes December 31, 1993 Item 27(a)
(b) (c) (d) (e) Description of investment Identity of issue, including maturity date, rate borrower, lessor, or of interest, collateral,par or Current similar party maturity value Cost Value Fund A Vanguard Mutual Fund Vanguard variable GIC fund $125,934 principal amount $125,934 $125,934 Fund B Woodward Treasury Short-term investment fund Money Market Fund $11,197 principal amount 11,197 11,197 Temple-Inland Inc. 3,140 shares common stock 147,641 158,178 158,838 169,375 $284,772 $295,309 Indicates party-in-interest to the Plan.
-9- 14 El Morro Corrugated Box Corporation Savings and Investment Plan Schedule of Reportable Transactions Year ended December 31, 1993 Item 27(d)
(a) (b) (c) (d) (g) (h) (i) Current value of Number of Purchase Selling Cost of asset on Net gain Identity of party involved Description of asset transactions price price asset transaction date or (loss) Category (i)--A single transaction in excess of 5% of plan assets: Temple-Inland Inc. 327 shares common stock 1 $ 16,603 $ - $ - $ 16,603 $ - Temple-Inland Inc. 175 shares common stock 1 8,995 - - 8,995 - Temple-Inland Inc. 548 shares common stock 1 25,633 - - 25,633 - Temple-Inland Inc. 301 shares common stock 1 12,913 - - 12,913 - Temple-Inland Inc. 1,020 shares common stock 1 45,161 - - 45,161 - INB/NBD National Bank Woodward Treas. MMF - A 2 11,319 - - 11,319 - INB/NBD National Bank Woodward Treas. MMF - A 1 - 11,319 11,319 - - INB/NBD National Bank Woodward Treas. MMF - A 2 6,078 - - 6,078 - INB/NBD National Bank Woodward Treas. MMF - A 1 - 6,091 6,091 - - INB/NBD National Bank Woodward Treas. MMF - A 1 6,960 - - 6,960 - INB/NBD National Bank Woodward Treas. MMF - A 5 6,894 - - 6,894 - INB/NBD National Bank Woodward Treas. MMF - A 2 - 6,967 6,967 - - INB/NBD National Bank Woodward Treas. MMF - A 4 19,680 - - 19,680 - INB/NBD National Bank Woodward Treas. MMF - A 1 - 26,542 26,542 - - INB/NBD National Bank Woodward Treas. MMF - B 1 16,422 - - 16,422 - INB/NBD National Bank Woodward Treas. MMF - B 1 - 16,603 16,603 - - INB/NBD National Bank Woodward Treas. MMF - B 2 9,049 - - 9,049 - INB/NBD National Bank Woodward Treas. MMF - B 1 - 8,995 8,995 - - INB/NBD National Bank Woodward Treas. MMF - B 1 24,239 - - 24,239 - INB/NBD National Bank Woodward Treas. MMF - B 1 - 25,579 25,579 - - INB/NBD National Bank Woodward Treas. MMF - B 2 11,310 - - 11,310 - INB/NBD National Bank Woodward Treas. MMF - B 2 10,680 - - 10,680 - INB/NBD National Bank Woodward Treas. MMF - B 5 23,413 - - 23,413 - INB/NBD National Bank Woodward Treas. MMF - B 2 - 45,290 45,290 - - INB/NBD National Bank Woodward Treas. MMF - B 4 9,570 - - 9,570 -
-10- 15 El Morro Corrugated Box Corporation Savings and Investment Plan Schedule of Reportable Transactions (continued) Item 27(d)
(a) (b) (c) (d) (g) (h) (i) Current value of Number of Purchase Selling Cost of asset on Net gain Identity of party involved Description of asset transactions price price asset transaction date or (loss) Category (iii)--A series of transactions in excess of 5% of plan assets: INB National Bank Woodward Treas. MMF - A 50 157,502 - - 157,502 - INB National Bank Woodward Treas. MMF - B 13 - 147,446 147,446 147,446 - Temple-Inland Inc. 2,371 shares common stock 5 109,305 - - 109,305 -
(a) Information concerning "Lease Rental" and "Expense Incurred with Transaction" has not been presented as it is not applicable. (b) Information concerning "Purchase or Selling Price" for common stock transactions is presented on an average per share basis. (c) There were no category (ii) or (iv) reportable transactions during 1993. (d) Current value of plan assets utilized for this schedule is the average value of plan assets during the year. (e) Commissions and fees related to purchases and sales of investments are included in the cost of the investment or the proceeds from the sale. -11- 16 EXHIBIT 1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 Number 33-48034) pertaining to the El Morro Corrugated Box Corporation Savings and Investment Plan of our report dated May 17, 1994, with respect to the financial statements and schedules of the El Morro Corrugated Box Corporation Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG June 24, 1994 Indianapolis, Indiana -----END PRIVACY-ENHANCED MESSAGE-----