-----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, cBKNX4Jzz/2tyhDOUNdzN2a3M1L06i2F59r4emFLXab4SbZbmCr4IsiLCk8kth1h J39EMEKrf+ITLqQQCtrIwA== 0000731939-94-000014.txt : 19940706 0000731939-94-000014.hdr.sgml : 19940706 ACCESSION NUMBER: 0000731939-94-000014 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: 94536796 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: 33-25650 A. Full title of the plan and address of the plan, if different from that of the issuer named below: Temple-Inland Savings Plan for Union Employees (Formerly the Temple-Inland FPC Savings Plan for Non-Salaried Employees of Evadale Mill) 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 Page No. (a) Financial Statements: Report of Independent Auditors F-1 Statements of Net Assets Available for Benefits, with Fund Information-- December 31, 1993 and 1992 F-2, F-3 Statements of Changes in Net Assets Available for Benefits, with Fund Information--Years Ended December 31, 1993, 1992 and 1991 F-4 - F-6 Notes to Financial Statements F-7 - F-11 (b) Exhibits: 1. Consent of Ernst & Young 3 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. TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES By: /s/ Jerry L. Fischer Jerry L. Fischer Plan Administrator DATE: June 29, 1994 4 Report of Independent Auditors Temple-Inland Savings Plan for Union Employees We have audited the accompanying statements of net assets available for plan benefits with fund information of Temple- Inland Savings Plan for Union Employees as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits with fund information for the years then ended. 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 plan benefits of the Plan at December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for the purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG May 27, 1994 Houston, Texas 5 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES
Year Ended December 31, 1993 Fixed Company Money Income Stock Equity Market U.S. Treas. Index Total Fund Fund Fund Fund Fund Fund ASSETS Equity in Temple-Inland Inc. common stock fund $3,963,982 $3,963,982 (units: 354,560; cost: $3,318,525) Equity in Vanguard Windsor Fund 1,685,747 $1,685,747 (units: 121,190; cost: $1,688,127) Equity in Fixed Income Fund 2,517,874 $2,517,874 Equity in Vanguard Money Market Federal Portfolio 98,803 $98,803 (units: 98,803; cost: $98,803) Equity in Vanguard Intermediate Term U.S. Treasury Portfolio 37,857 $37,857 (units: 3,535; cost: $39,383) Equity in Vanguard Index 500 Portfolio 22,173 $22,173 (units: 506; cost: $21,756) Contributions receivable 71,786 22,201 31,362 15,162 2,209 852 8,398,222 2,540,075 3,995,344 1,700,909 98,803 40,066 23,025 LIABILITIES - - - - - - - NET ASSETS AVAILABLE FOR BENEFITS $8,398,222 $2,540,075 $3,995,344 $1,700,909 $98,803 $40,066 $23,025
See notes to financial statements F-2 6 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES
Year Ended December 31, 1992 Fixed Company Money Income Stock Equity Market Total Fund Fund Fund Fund ASSETS Temple-Inland Inc. common stock (shares: 57,721; cost: $2,329,662) $2,972,632 $2,972,632 Group annuity contract 1,336,724 $1,336,724 Vanguard Windsor Fund (shares: 76,321; cost: $948,484) 972,337 $ 972,337 Equity in Vanguard Money Market Federal Portfolio 89,706 $89,706 (units: 89,706; cost: $89,706) Equity in Temple-Inland Forest Products Corporation Master Trust - Note E (cost: $745,783) 766,596 766,596 - - - Short-term investments 19,083 1,136 17,274 593 80 Interest and dividends receivable 53,595 9,548 75 43,505 467 Contributions receivable 113,734 41,412 52,774 17,320 2,228 Amounts due from other funds 22,341 - - 22,341 - 6,346,748 2,155,416 3,042,755 1,056,096 92,481 LIABILITIES Amounts payable to other funds 22,341 2,104 20,237 - - Amounts payable to participants 15,461 14,407 1,054 - - 37,802 16,511 21,291 - - NET ASSETS AVAILABLE FOR BENEFITS $6,308,946 $2,138,905 $3,021,464 $1,056,096 $92,481
See notes to financial statements F-3 7 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES
Year Ended December 31, 1993 Fixed Company Money Income Stock Equity Market U.S. Treasury Index Total Fund Fund Fund Fund Fund Fund INVESTMENT INCOME Cash dividends $ 203,645 $ - $ 67,539 $ 135,817 $ - $ - $ 289 Interest 46,864 41,383 1,089 147 2,658 1,587 - Gain on sale of assets 11,046 11,046 - - - - - Equity in earnings of Temple-Inland Forest Products Corporation Master Trust--Note E 114,632 114,632 - - - - - Increase (decrease) in unrealized appreciation in aggregate market value of investments--Note D 125,449 - 37,255 89,299 - (1,526) 421 CONTRIBUTIONS Employee 1,422,898 564,050 534,619 296,867 13,198 5,490 8,674 Employer 320,035 - 320,035 - - - - Transfers (to) from other funds - (260,889) 63,294 157,499 (8,060) 34,515 13,641 Distributions to participants (157,543) (68,993) (51,277) (35,803) (1,470) - - Miscellaneous 2,250 (59) 1,326 987 (4) - - INCREASE IN ASSETS 2,089,276 401,170 973,880 644,813 6,322 40,066 23,025 Net assets available for benefits at beginning of year 6,308,946 2,138,905 3,021,464 1,056,096 92,481 - - NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $8,398,222 $2,540,075 $3,995,344 $1,700,909 $98,803 $40,066 $23,025
See Notes to Financial Statements F-4 8 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES
Year Ended December 31, 1992 Fixed Company Money Income Stock Equity Market Total Fund Fund Fund Fund INVESTMENT INCOME Cash dividends $ 110,320 $ - $ 47,877 $ 62,443 $ - Interest 116,541 112,238 1,140 215 2,948 Equity in earnings of Temple-Inland Forest Products Corporation Master Trust--Note E 20,811 20,811 - - - Increase in unrealized appreciation in aggregate market value of investments--Note D 75,287 - 10,562 64,725 - CONTRIBUTIONS Employee 1,439,918 656,396 517,494 235,054 30,974 Employer 325,901 - 325,901 - - Forfeitures ( 305) - ( 305) - - Transfers (to) from other funds - ( 36,567) 1,612 37,984 (3,029) Distribution to participants (153,545) ( 75,689) ( 41,985) ( 34,624) (1,247) Miscellaneous (176) ( 89) ( 73) ( 13) ( 1) INCREASE IN ASSETS 1,934,752 677,100 862,223 365,784 29,645 Net assets available for benefits at beginning of year 4,374,194 1,461,805 2,159,241 690,312 62,836 NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $6,308,946 $2,138,905 $3,021,464 $1,056,096 $92,481
See Notes to Financial Statements F-5 9 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES
Year Ended December 31, 1991 Fixed Company Money Income Stock Equity Market Total Fund Fund Fund Fund INVESTMENT INCOME Cash dividends $ 104,559 $ - $ 29,366 72,350 $ 2,843 Interest 94,770 93,309 1,212 223 26 Loss on sale of assets (768) - - ( 768) - Increase in unrealized appreciation in aggregate market value of investments--Note D 676,249 - 615,796 60,453 - CONTRIBUTIONS Employee 1,209,810 579,282 403,058 202,893 24,577 Employer 314,669 - 314,669 - - Transfers (to) from other funds - 4,289 37,049 (41,522) 184 Distribution to participants (36,286) (25,035) ( 5,358) ( 4,445) (1,448) Miscellaneous 654 ( 2) 667 ( 10) ( 1) INCREASE IN ASSETS 2,363,657 651,843 1,396,459 289,174 26,181 Net assets available for benefits at beginning of year 2,010,537 809,962 762,782 401,138 36,655 NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $4,374,194 $1,461,805 $2,159,241 $690,312 $62,836
See Notes to Financial Statements F-6 10 NOTES TO FINANCIAL STATEMENTS TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES December 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES Equity in Temple-Inland Forest Products Corporation Master Trust: The Temple-Inland Forest Products Corporation Master Trust (the "TIFPC Trust") comprised the assets of 11 savings plans, each of which had an interest in the assets of the Trust as determined in accordance with the Temple-Inland Forest Products Corporation Trust Agreement. The TIFPC Trust contained a portion of fixed income assets only. The plans individually represented employees of a specific geographical or operation location of the Company. Contributions were made by each of the plans to one Trustee and the assets of the plans were held in common. The Plan's equity in the Trust was based on a percentage allocation of the aggregate market value of the Trust's assets. The Plan's equity in the earnings of the Trust was based on a percentage allocation of the Trust's investment income and increases or decreases in realized and unrealized appreciation (depreciation) (see Note E). In 1993, the TIFPC Trust was terminated and a majority of the assets of the TIFPC Trust were transferred to the Temple-Inland Employee Master Trust. Equity in the Temple-Inland Employee Master Trust: In 1993, the Temple-Inland Employee Master Trust(the "T-I Trust") was formed. The assets of the T-I Trust are composed of the assets of 5 savings plans, each of which has an interest in the assets of the T-I Trust as determined in accordance with the Temple-Inland Employee Master Trust Agreement. The plans individually represent employees of a specific geographical or operation location of the Company. Contributions are made by each of the plans to one Trustee. The assets of the T-I Trust are held in common. The Plan's equity in the Temple-Inland stock fund and the fixed income fund is based on a percentage allocation of the Trust's investment income and increases or decreases in realized and unrealized appreciation (depreciation) (see Note F). Investments: Equity in the TIFPC Trust, the Temple-Inland Stock Fund, and the Vanguard mutual funds are carried at market value with the difference between cost and current market value reflected in the statement of changes in net assets as increases or decreases in unrealized appreciation or depreciation in market value of investments. The market value of equity in the TIFPC Trust represents contributions, less distributions (if any), plus proportionate equity in the interest income and realized and unrealized gains and losses on the underlying investments of the TIFPC Trust (see Note E). The market value of equity in the Temple-Inland Stock Fund is based on Temple-Inland common stock's last sales price of the year as reported by the New York Stock Exchange. The market values of investments in the Vanguard mutual funds are based on the net asset value per unit as reported by the National Association of Security Dealers for the last business day of the year. Short-term investments and investment in the Temple-Inland fixed income fund are carried at cost, which approximates current value. The T-I Trust is expected to continue the investment in group annuity contracts for the fixed income fund. The value of these contracts is not expected to materially change and the Plan does not expect to terminate these contracts. F-7 11 NOTES TO FINANCIAL STATEMENTS TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES December 31, 1993 NOTE A--SIGNIFICANT ACCOUNTING POLICIES--Continued 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 average cost. NOTE B--DESCRIPTION OF THE PLAN The Board of Directors of Temple-Inland Forest Products Corporation (the "Company"), a wholly-owned subsidiary of Temple- Inland Inc., approved the formation of the Temple-Inland Savings Plan for Union Employees (the "Plan") effective July 1, 1993. Prior year amounts have been restated for consistent presentation. The Plan is a continuation of the Temple-Inland FPC Savings Plan for Nonsalaried Employees of Evadale Mill. The Temple-Inland FPC Savings Plan for Monroeville Nonsalaried Employees was merged into the Plan effective July 1, 1993. Prior year financial statements of the two plans were combined for consistent presentation. The summary plan description that is available from the Plan administrator contains information on Plan eligibility and other detailed information about the Plan. Participants can elect to make before-tax contributions (referred to as "regular payroll contributions") through periodic payroll deductions at the rate of 2 percent to 12 percent of the participant's compensation. Before-tax contributions for 1993 are limited to $8,994 per year per participant. This dollar limit is adjusted annually for inflation. Substantially all Plan administrative expenses not borne directly by the Employer are subsequently reimbursed to the Plan. Participants may designate that their before-tax contributions be made in multiples of 10 percent to any of five funds or a combination thereof: a fixed income fund, a Company stock fund (comprised of Temple-Inland Inc. common stock), an equity fund, a U.S. Treasury Fund, or an index fund. Employer matching contributions are invested only in the Company stock fund. The number of participants in each fund at December 31, 1993 was as follows: fixed income fund--399; Company stock fund--611; equity fund--250; U.S. Treasury fund--11; index fund--19; money market fund--53. The Company has the right to terminate the Plan. In the event the Plan is terminated, each participant's account shall become nonforfeitable with respect to participant's contributions as adjusted for earnings or losses. Any Company matching contributions as adjusted for earnings or losses will be returned to the Company. NOTE C--INCOME TAX STATUS The Temple-Inland FPC Savings Plan for non-salaried employees of Evadale Mill has a determination letter dated August 28, 1991. The Plan was amended effective July 1, 1993. Significant amendments included changes in the employees allowed to participate in the Plan, the vesting percentages, and the number of investment options offered. Reference is made to the summary plan description for detailed explanations. F-8 12 NOTES TO FINANCIAL STATEMENTS TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES December 31, 1993 NOTE C--INCOME TAX STATUS--Continued The Company's intention is for the Plan to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code and thus would not be subject to tax under present income tax laws. Participants are not subject to federal income tax until amounts are distributed to them. The Company intends to file appropriate documents with the Internal Revenue Service to obtain assurance that the Plan qualifies under Sections 401(a) of the Internal Revenue Code. NOTE D--INVESTMENTS The unrealized appreciation or depreciation in the aggregate market value of investments, including equity in earnings of the Trust, is summarized as follows: Company U.S. Stock Equity Treasury Index Total Fund Fund Bond Fund Fund Unrealized appreciation (depreciation) at December 31, 1990 $(84,716) $ 16,611 $(101,327) $ - $ - Increase (decrease) 676,249 615,796 60,453 Unrealized appreciation (depreciation) at December 31, 1991 591,533 632,407 ( 40,874) - - Increase (decrease) 75,287 10,562 64,725 Unrealized appreciation (depreciation) at December 31, 1992 666,820 642,969 23,851 - - Increase (decrease) 125,449 37,255 89,299 (1,526) 421 Unrealized appreciation (depreciation) at December 31, 1993 $792,269 $680,224 $ 113,150 $(1,526) $421
NOTE E--EQUITY IN TEMPLE-INLAND FOREST PRODUCTS CORPORATION MASTER TRUST The Plan's equity in the TIFPC Trust was based on a percentage allocation of the aggregate market value of the Trust's assets. Net assets of the TIFPC Trust (reported at market value) were comprised of the following: December 31, December 31, 1993 1992 Adjustable rate mortgage- backed securities $ - $ 17,453,212 Interest Receivable - 46,830 $ - $ 17,500,042 F-9 13 NOTES TO FINANCIAL STATEMENTS TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES December 31, 1993 NOTE E--EQUITY IN TEMPLE-INLAND FOREST PRODUCTS CORPORATION MASTER TRUST - - --Continued Results of the TIFPC Trust's operations for the Plan periods ended December 31, 1993 and December 31, 1992 were as follows: December 31, December 31, 1993 1992 Investment income $ 266,478 $ 638,526 Net realized and unrealized appreciation (depreciation) on investments 48,460 ( 129,355) Net earnings from Trust operations $ 314,938 $ 509,171 The Plan's proportionate interest in the TIFPC Trust's assets for 1992 was 4.38%. NOTE F--EQUITY IN THE TEMPLE-INLAND EMPLOYEE MASTER TRUST Net assets of the T-I Trust (reported at market value) as of December 31, 1993 are comprised of the following: Receivables $ 1,117,613 Registered Investment Companies 35,254,650 Common/Collective Trusts 5,001,318 Unallocated Insurance Contracts 55,013,841 Stock Funds and Other Blended Funds 117,355,101 Loans Other Than Mortgages 4,019,718 $217,762,241 F-10 14 NOTES TO FINANCIAL STATEMENTS TEMPLE-INLAND SAVINGS PLAN FOR UNION EMPLOYEES December 31, 1993 NOTE F--EQUITY IN THE TEMPLE-INLAND EMPLOYEE MASTER TRUST -- Continued Results of the T-I Trust's operations for the Plan year ended December 31, 1993 were as follows: Income $ 5,787,592 Gain on asset sale 169,122 Increase in unrealized appreciation 12,396,280 Contributions 18,361,232 Distributions to participants (7,426,163) 29,288,063 Asset transfers in 188,474,178 $ 217,762,241 The Plan's proportionate interest in the T-I Trust's operations assets and the earnings for 1993 were 3.82% and 6.44%, respectively. NOTE G--SUBSEQUENT EVENT Buna Lumber Operations nonsalaried employees became eligible to participate in the Savings Plan for Union Employees on January 1, 1994 as part of a collective bargaining agreement between the Company and the Buna Lumber operations' employees represented by United Paperworkers International Union Local 801. Prior to the effective date, covered employees were eligible to participate in the Temple-Inland Employee Thrift Plan (the "Thrift Plan). In the first quarter of 1994, existing participant accounts of the Buna Lumber Operations nonsalaried employees were transferred from the Thrift Plan to the Savings Plan for Union Employees. F-11 15 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-25650) pertaining to the Temple-Inland Savings Plan for Union Employees of our report dated May 27, 1994, with respect to the financial statements of the Temple- Inland Savings Plan for Union Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG June 27, 1994 Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----