-----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, EeWM/DKk0x1ZB36umhgqMEc10zk8LlWNhaVr3mDaTzKeJDq6FqOXeG3JceexetBs Jt1WSDhqX1edTSue3VqTEQ== 0000731939-07-000044.txt : 20071227 0000731939-07-000044.hdr.sgml : 20071227 20071227170127 ACCESSION NUMBER: 0000731939-07-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071222 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 071329654 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 8-K 1 tin8k20071227.htm 8-K FILED DECEMBER 27, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

_________________

 

Date of Report: December 22, 2007

(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
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

1300 MoPac Expressway South, Austin, Texas 78746

(Address of Principal Executive Offices, including Zip code)

 

(512) 434-5800

(Registrant's telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

 

 

Item 2.05.     Costs Associated with Exit or Disposal Activities.

 

In 2003, we indefinitely ceased production at our Mt. Jewett, Pennsylvania particleboard plant due to market conditions. This particleboard plant along with an adjacent MDF plant are leased under a long-term operating lease that expires in 2019. On December 27, 2007, we determined that it is unlikely we will ever resume production at the particleboard plant in light of market conditions and the cost structure and logistical disadvantage of this plant. In fourth quarter 2007, we will record a pre-tax non-cash special charge of $64 million (after tax $39 million, or $0.36 per diluted share), which represents the present value of our allocation of the future lease payments to the particleboard plant and the impairment of related assets. This charge does not affect our continuing obligations under the lease, including paying rent and maintaining the equipment. We continue to produce MDF at Mt. Jewett.

 

Item 7.01.

Regulation FD Disclosure.

 

On May 14, 1999, we and eight other linerboard manufacturers were named as defendants in a consolidated class action complaint that alleged a civil violation of Section 1 of the Sherman Act. In addition, complaints containing allegations similar to those in the class action were filed by certain opt-out plaintiffs. Over the last several years, we have paid a total of $13 million to settle the class action and a majority of the opt-out claims. In December 2007, we agreed to participate in binding arbitration in an effort to resolve most of the remaining claims.

 

On December 22, 2007, the arbitrator awarded plaintiffs $46 million on the claims submitted to arbitration. One related state court claim for approximately $26 million in statutory damages, which could be trebled under applicable state law, is still pending against us. After considering previously established reserves and maintaining a reserve for the state court claim, the arbitration award and other settlements recently reached with other opt-out plaintiffs will result in an after-tax special charge of $28 million, or $0.26 per share, in fourth quarter 2007. We believe that our reserve for the state claim is appropriate. We do not expect that the eventual outcome of the state court claim would have a significant adverse effect on our financial position, long-term results of operations, or cash flows.

 

This report contains “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current views with respect to future events and are subject to risk and uncertainties. We note that a variety of factors and uncertainties could cause our actual results to differ significantly from the results discussed in the forward-looking statements. Factors and uncertainties that might cause such differences include, but are not limited to: general economic, market, or business conditions; the opportunities (or lack thereof) that may be presented to us and that we may pursue; fluctuations in costs and expenses including the costs of raw materials, purchased energy, and freight; demand for new housing; accuracy of accounting assumptions related to pension and postretirement costs, impaired assets, and the allowance for credit losses; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; our ability to execute certain strategic and business improvement initiatives, including our transformation plan; and other factors, many of which are beyond our control. Except as required by law, we

 

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expressly disclaim any obligation to publicly revise any forward-looking statements contained in this report to reflect the occurrence of events after the date of this report.

 

 

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: December 27, 2007

By:

/s/ Doyle R. Simons

 

 

Name: Doyle R. Simons

 

 

Title:   Executive Vice President

 

 

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