8-K

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 18, 2011

(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, 3rd Floor

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 8.01. Other Events.

On December 18, 2011, Temple-Inland Inc., a Delaware corporation (“Temple-Inland”), International Paper Company, a New York corporation (“IP”), and Metal Acquisition Inc., a wholly owned subsidiary of IP (“Purchaser”), entered into Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 6, 2011, by and among IP, Purchaser and Temple-Inland.  Pursuant to the Amendment, the parties agreed to extend the Outside Date (as defined in the Merger Agreement) from June 6, 2012 to June 28, 2012.  A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference. The description of the Amendment as set forth herein is qualified in its entirety by reference to the full text of the Amendment.

On December 19, 2011, Temple-Inland and IP issued a joint press release announcing that they had entered into the Amendment and that they had also entered into an amended timing agreement with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) to extend from December 31, 2011 until January 27, 2012 the date until which they will not consummate the pending merger without the consent of the Antitrust Division.  There can be no assurance that IP and Temple-Inland will obtain the regulatory approvals necessary to consummate the merger or as to the timing of any such approvals.  A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

2.1	Amendment No. 1, dated December 18, 2011, to the Agreement and Plan of Merger, dated as of September 6, 2011, by and among International Paper Company, Metal Acquisition Inc. and Temple-Inland Inc.
99.1	Joint Press Release, dated December 19, 2011, issued by International Paper Company and Temple-Inland Inc.

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SIGNATURES

Pursuant to the requirements of the Securities 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 20, 2011	By:	/s/ J. Bradley Johnston
		Name:  J. Bradley Johnston
		Title:    Chief Administrative Officer

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EXHIBIT INDEX

Exhibit	Description	Page
2.1	Amendment No. 1, dated December 18, 2011, to the Agreement and Plan of Merger, dated as of September 6, 2011, by and among International Paper Company, Metal Acquisition Inc. and Temple-Inland Inc.	5
99.1	Joint Press Release, dated December 19, 2011, issued by International Paper Company and Temple-Inland Inc.	8

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1

TO THE

AGREEMENT AND PLAN OF MERGER

______________

This AMENDMENT NO. 1 (this “Amendment”), dated as of December 18, 2011, to the Agreement and Plan of Merger, dated as of September 6, 2011 (the “Merger Agreement”), is by and among International Paper Company, a New York corporation (“Parent”), Metal Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Temple-Inland Inc., a Delaware corporation (the “Company”).

WHEREAS, Section 9.1 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms set forth therein; and

WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions; References.  Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Merger Agreement.  Each reference to “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Merger Agreement as amended by this Amendment.

ARTICLE II

AMENDMENTS TO MERGER AGREEMENT

Section 2.1Section 8.1(c).  Section 8.1(c) of the Merger Agreement is hereby amended by deleting the words “the date that is nine months after the date hereof” and replacing them with “June 28, 2012”.

ARTICLE III

MISCELLANEOUS

Section 3.1No Further Amendment.  Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.  This Amendment

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is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein.

Section 3.2Effect of Amendment.  This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby.  From and after the execution of this Amendment by the parties hereto, any reference to the Merger Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

Section 3.3Governing Law.  The parties hereto expressly agree that all the terms and conditions hereof shall be governed by and construed and enforced in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed entirely therein.

Section 3.4Separability Clause.  In case any one or more of the provisions contained in this Amendment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected, impaired, prejudiced or disturbed thereby.

Section 3.5Counterparts.  This Amendment may be simultaneously executed in several counterparts, and all such counterparts executed and delivered, each as an original, shall constitute one and the same instrument.

Section 3.6Headings.  The descriptive headings of the several Articles of this Amendment were formulated, used and inserted in this Amendment for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each party hereto as of the date first above written.

INTERNATIONAL PAPER COMPANY

By:/s/ Sharon R. Ryan

Name:  Sharon R. Ryan

Title:  Senior Vice President and General Counsel

METAL ACQUISITION INC.

By:/s/ Sharon R. Ryan

Name:  Sharon R. Ryan

Title:  Secretary

TEMPLE-INLAND INC.

By:/s/ C. Morris Davis

Name:  C. Morris Davis

Title:  General Counsel

Signature Page to Amendment No. 1 to Merger Agreement

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EX-99.1

Exhibit 99.1

News Release

INTERNATIONAL PAPER, TEMPLE-INLAND EXTEND REGULATORY REVIEW TIMING AGREEMENTS WITH THE DOJ

________________________________________________________________________________

December 19, 2011 -- International Paper Company (NYSE: IP) and Temple-Inland Inc. (NYSE: TIN) today announced that they have agreed with the U.S. Department of Justice (“DOJ”) to extend the review period for their pending merger until January 27, 2012.  Previously, the companies had agreed with the DOJ not to consummate their merger prior to December 31, 2011.  The companies also agreed to extend the outside date under their merger agreement from June 6 to June 28, 2012.

International Paper Senior Vice President and General Counsel Sharon Ryan said, “We continue to cooperate with the Department of Justice and look forward to satisfying the closing conditions for the completion of this transaction.”

About International Paper

International Paper (NYSE: IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the Company's North American distribution company. Headquartered in Memphis, Tennessee, the company employs about 59,500 people in more than 24 countries and serves customers worldwide. 2010 net sales were more than $25 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

About Temple-Inland

Temple-Inland Inc. is a manufacturing company focused on corrugated packaging and building products. The fully integrated corrugated packaging operation consists of 7 mills and 59 converting facilities. The building products operation manufactures a diverse line of building products for new home construction, commercial and repair and remodeling markets. Temple-Inland's address on the World Wide Web is www.templeinland.com.

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Certain statements in this release may be considered forward-looking statements. These statements reflect the current views of the companies’ management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements.  Factors which could cause actual results to differ include but are not limited to: (i) the receipt of regulatory approvals for the pending merger and the successful fulfillment or waiver of all other conditions to closing the transaction without unexpected delays or conditions; (ii) the failure of International Paper to realize synergies and cost savings from the transaction or delay in realization thereof; (iii) increases in interest rates; (iv) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition the companies face, cyclicality and changes in consumer preferences, demand and pricing for the companies’ products; (v) global economic conditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratings issued by recognized credit rating organizations, the amount of the companies’ future pension funding obligations, changes in tax laws  and pension and health care costs; (vi) unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations and to actual or potential litigation; (vii) whether the companies experience a material disruption at one of their manufacturing facilities and risks inherent in conducting business through a joint venture; and (viii) the companies’ ability to achieve the benefits they expect from all other strategic acquisitions and divestitures.  These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the companies’ Securities and Exchange Commission (“SEC”) filings.  The companies undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Media, Tom Ryan, 901-419-4333; Investors, Glenn Landau, 901-419-1731, or Emily Nix 901-419-4987.

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