0000731939-11-000069.txt : 20110727 0000731939-11-000069.hdr.sgml : 20110727 20110727154156 ACCESSION NUMBER: 0000731939-11-000069 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110727 DATE AS OF CHANGE: 20110727 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: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34674 FILM NUMBER: 11990108 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 SC 14D9/A 1 tin14d9am320110727.htm tin14d9am320110727.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_________________

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
_________________

TEMPLE-INLAND INC.
(Name of Subject Company)
_________________

TEMPLE-INLAND INC.
(Name of Persons Filing Statement)
_________________

Common Stock, $1.00 par value per share
(Title of Class of Securities)
_________________

879868107
(CUSIP Number of Class of Securities)
_________________

C. Morris Davis, Esq.
General Counsel
Temple-Inland Inc.
1300 MoPac Expressway South, 3rd Floor
Austin, Texas 78746
Telephone: (512) 434-5800
(Name, address, and telephone number of persons authorized to receive notices and
communications on behalf of the person filing statement)

Copies to:
Daniel A. Neff, Esq.
Benjamin M. Roth, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000



o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
 
 

 
 
 
 

This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Temple-Inland Inc., a Delaware corporation (“Temple-Inland” or the “Company”), with the Securities and Exchange Commission on July 18, 2011, relating to the tender offer by Metal Acquisition Inc. (“IP Sub”), a Delaware corporation and wholly-owned subsidiary of International Paper Company (“IP”), to purchase all of the outstanding shares of Temple-Inland’s common stock, par value $1.00 per share (the “Temple-Inland Common Stock”), including the associated rights to purchase shares of Series B Junior Participating Preferred Stock (“Rights,” and together with the Temple-Inland Common Stock, the “Temple-Inland Common Shares”), at a price of $30.60 per Temple-Inland Common Share, net to the seller in cash, without interest and less any required withholding taxes. Except as specifically noted herein, the information set forth in the Statement remains unchanged.

Item 8.
Additional Information.

Item 8 of the Statement is hereby amended and supplemented by inserting the following as the last paragraph in the subsection under Item 8 entitled “Regulatory Approvals – U.S. Antitrust Clearance”:
 
“On July 27, 2011, the Antitrust Division of the U.S. Department of Justice issued to Temple-Inland a request for additional information and documentary material and a civil investigative demand in connection with the Offer (the “Second Request”).  The Second Request extends the waiting period under the HSR Act for 10 calendar days after the date IP certifies substantial compliance with the Second Request, unless otherwise extended by a court order.”


 

 
SIGNATURES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 
TEMPLE-INLAND INC.
Date: July 27, 2011
By:
/s/ J. Bradley Johnston
   
Name:
J. Bradley Johnston
   
Title:
Chief Administrative Officer
 
 


 
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