-----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, Cphei7nB2qSRTykNru25tLn0J0X7mjyMLO+k4Q8pyviStaLPGt82SdBwqnL2qS1u FpivAA65Vib5Y4zE4sslYw== 0000950134-01-509169.txt : 20020412 0000950134-01-509169.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950134-01-509169 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20011203 GROUP MEMBERS: TEMPLE-INLAND ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAYLORD CONTAINER CORP /DE/ CENTRAL INDEX KEY: 0000812700 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 363472452 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39843 FILM NUMBER: 1804601 BUSINESS ADDRESS: STREET 1: 500 LAKE COOK RD STE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 7084055500 MAIL ADDRESS: STREET 1: 500 LAKE COOK ROADE STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 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: 1230 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 303 S TEMPLE DR STREET 2: P.O. DRAWER N CITY: DIBOLL STATE: TX ZIP: 75941 BUSINESS PHONE: 9368295511 MAIL ADDRESS: STREET 1: 303 SOUTH TEMPLE DR CITY: DIBOLL STATE: TX ZIP: 75941 SC TO-T/A 1 d92544ascto-ta.txt AMENDMENT NO. 9 TO SC TO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) --------------------- GAYLORD CONTAINER CORPORATION (Name of Subject Company (Issuer)) TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. (Names of Filing Persons (Offerors)) CLASS A COMMON STOCK, PAR VALUE $.0001 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) (Title of Class of Securities) 368145108 (CUSIP Number of Class of Securities) M. RICHARD WARNER, ESQ. TEMPLE-INLAND INC. 303 SOUTH TEMPLE DRIVE DIBOLL, TX 75941 (936) 829-5511 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications on Behalf of the Filing Persons) Copy to: STEPHEN W. HAMILTON, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 1440 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005 (202) 371-7000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 9 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on September 28, 2001 (as amended, the "Schedule TO") by Temple-Inland Acquisition Corporation, a Delaware corporation (the "Purchaser"), and Temple-Inland Inc., a Delaware corporation ("Parent"), relating to the offer to purchase all outstanding shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), at an original offer price of $1.80 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase"), a copy of which is attached to and filed with the Schedule TO as Exhibit (a)(1), and the Supplement to the Offer to Purchase, dated December 3, 2001 (the "Supplement"), a copy of which is attached hereto and filed herewith as Exhibit (a)(14), and in the related revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal," a copy of which is attached hereto and filed herewith as Exhibit (a)(15), which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer"). The Offer is made pursuant to an Agreement and Plan of Merger, dated as of September 27, 2001 (as amended by Amendment No. 1 thereto, dated as of November 30, 2001, the "Merger Agreement"), among Parent, the Purchaser and the Company, which contemplates the merger (the "Merger") of the Purchaser with and into the Company. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Offer to Purchase and the Supplement. On December 3, 2001, the Purchaser amended the Offer by offering to purchase all of the Shares at an amended price of $1.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, as amended and supplemented by the Supplement. ITEM 1. SUMMARY TERM SHEET. Item 1 of the Schedule TO is hereby amended and supplemented by the following: The information set forth in section 1 ("Terms of the Offer") of the Supplement is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. Item 2 of the Schedule TO is hereby amended and supplemented by the following: (c) The information concerning certain high and low closing sales prices for the Shares in such principal market is set forth in section 3 ("Price Range of Shares") of the Supplement and is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented by the following: (a)(1)(i)-(iii), (v)-(viii), (xii) The information set forth in section 1 ("Terms of the Offer"), section 2 ("Tender of Shares; Acceptance for Payment and Payment for Shares"), section 4 ("The Merger Agreement; Other Arrangements"), section 5 ("Certain Effects of the Offer"), section 6 ("Source and Amount of Funds or other Consideration"), section 7 ("Background of the Offer Since September 27, 2001; Past Contacts or Negotiations with the Company Since September 27, 2001"), and section 9 2 ("Certain United States Federal Income Tax Considerations") of the Supplement is incorporated herein by reference. (a)(2)(i)-(iii), (vii) The information set forth in section 1 ("Terms of the Offer"), section 2 ("Tender of Shares; Acceptance for Payment and Payment for Shares"), section 4 ("The Merger Agreement; Other Arrangements"), section 5 ("Certain Effects of the Offer"), section 6 ("Source and Amount of Funds or other Consideration"), section 7 ("Background of the Offer Since September 27, 2001; Past Contacts or Negotiations with the Company Since September 27, 2001"), section 8 ("Certain Legal Matters; Regulatory Approvals"), and section 9 ("Certain United States Federal Income Tax Considerations") of the Supplement is incorporated herein by reference. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. Item 5 of the Schedule TO is hereby amended and supplemented by the following: (b) The information set forth in section 4 ("The Merger Agreement; Other Arrangements"), section 5 ("Certain Effects of the Offer"), section 7 ("Background of the Offer Since September 27, 2001; Past Contacts or Negotiations with the Company Since September 27, 2001"), and section 8 ("Certain Legal Matters; Regulatory Approvals") of the Supplement and in Exhibits (d)(5), (d)(6) and (d)(7) attached hereto is incorporated herein by reference. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 7 of the Schedule TO is hereby amended and supplemented by the following: (a) The information set forth in section 6 ("Source and Amount of Funds or Other Consideration") of the Supplement and in Exhibit (b)(2) attached hereto is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 of the Schedule TO is hereby amended and supplemented by the following: (b) The information set forth in section 4 ("The Merger Agreement; Other Arrangements") of the Supplement is incorporated herein by reference. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented by the following: (a)(2), (3), (5) The information set forth in section 8 ("Certain Legal Matters; Regulatory Approvals") of the Supplement is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits thereto: (a)(14) Supplement to the Offer to Purchase, dated December 3, 2001 (a)(15) Revised Letter of Transmittal (a)(16) Revised Notice of Guaranteed Delivery (a)(17) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees 3 (a)(18) Form of Revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(19) Revised Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(20) Text of Joint Press Release issued by Parent and the Company on December 3, 2001 (b)(2) Amendment Letter, dated November 30, 2001, to Commitment Letter, among Parent, Salomon Smith Barney Inc. and Citibank, N.A. (d)(5) Amendment No. 1 to Agreement and Plan of Merger, dated as of November 30, 2001, among Parent, the Purchaser and the Company (d)(6) Amendment No. 1 to Stockholders Agreement, dated as of November 30, 2001, among Parent, the Purchaser and certain stockholders of the Company (d)(7) Amendment No. 1 to Stock Option Agreement, dated as of November 30, 2001, between Parent and the Company 4 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. By: /s/ M. Richard Warner --------------------------------------- Name: M. Richard Warner Title: Vice President and Chief Administrative Officer TEMPLE-INLAND ACQUISITION CORPORATION By: /s/ M. Richard Warner ---------------------------------------- Name: M. Richard Warner Title: Vice President Date: December 3, 2001 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(14) Supplement to the Offer to Purchase, dated December 3, 2001 (a)(15) Revised Letter of Transmittal (a)(16) Revised Notice of Guaranteed Delivery (a)(17) Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(18) Form of Revised Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(19) Revised Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(20) Text of Joint Press Release issued by Parent and the Company on December 3, 2001 (b)(2) Amendment Letter, dated November 30, 2001, to Commitment Letter, among Parent, Salomon Smith Barney Inc. and Citibank, N.A. (d)(5) Amendment No. 1 to Agreement and Plan of Merger, dated as of November 30, 2001, among Parent, the Purchaser and the Company (d)(6) Amendment No. 1 to Stockholders Agreement, dated as of November 30, 2001, among Parent, the Purchaser and certain stockholders of the Company (d)(7) Amendment No. 1 to Stock Option Agreement, dated as of November 30, 2001, between Parent and the Company
EX-99.(A)(14) 3 d92544aex99-a14.txt SUPPLEMENT TO THE OFFER TO PURCHASE SUPPLEMENT TO THE OFFER TO PURCHASE TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION AT AN AMENDED PRICE OF $1.25 NET PER SHARE THE PARTIES HAVE AGREED THAT THE OFFER PRICE WILL BE AMENDED FROM $1.80 PER SHARE TO $1.25 PER SHARE. THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED. Temple-Inland Acquisition Corporation (the "Purchaser"), a Delaware corporation and an indirect, wholly-owned subsidiary of Temple-Inland Inc., a Delaware corporation ("Parent"), hereby amends with this supplement (this "Supplement") its offer to purchase all outstanding shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), together with the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (the "Rights" and, together with the Common Stock, the "Shares") at an amended purchase price of $1.25 per Share, net to the seller in cash, without interest thereon (such amount, or such other amount per Share paid pursuant to the Offer (as defined below), being hereinafter referred to as the "Offer Price"), and further extends the Expiration Date for the Offer to midnight, New York City time, January 7, 2002, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2001 (as amended and supplemented hereby, the "Offer to Purchase") and in the related revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and this Supplement, collectively constitute the "Offer"). The purpose of this Supplement is to highlight certain factors that should be considered by stockholders in evaluating the Offer and to clarify and amend certain matters contained in the Offer to Purchase. Except as otherwise set forth in this Supplement, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction therewith. Capitalized terms used and not otherwise defined in this Supplement shall have the respective meanings assigned to such terms in the Offer to Purchase. THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER PRICE HAS BEEN REDUCED FROM $1.80 PER SHARE TO $1.25 PER SHARE FOR THE REASONS DISCUSSED BELOW UNDER "TERMS OF THE OFFER." THE COMPANY'S BOARD OF DIRECTORS, BASED UPON THE RECOMMENDATION OF ITS INDEPENDENT SPECIAL COMMITTEE AMONG OTHER FACTORS, HAS UNANIMOUSLY (1) DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE STOCKHOLDERS OF THE COMPANY, (2) APPROVED THE OFFER, THE MERGER AND THE MERGER AGREEMENT AND (3) RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT, AS AMENDED, AND THE MERGER. THE OFFER CONTINUES TO BE CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED IN ACCORDANCE WITH THE TERMS OF THE OFFER AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES THAT, TOGETHER WITH THE SHARES THEN OWNED BY PARENT AND THE PURCHASER, REPRESENTS AT LEAST TWO- THIRDS OF THE THEN OUTSTANDING SHARES ON A FULLY DILUTED BASIS AND (2) THE RECEIPT BY THE DEPOSITARY OF THE VALID AND UNWITHDRAWN TENDER OF THE COMPANY'S 9 3/8% SENIOR NOTES DUE 2007, 9 3/4% SENIOR NOTES DUE 2007 AND 9 7/8% SENIOR SUBORDINATED NOTES DUE 2008 (COLLECTIVELY, THE "NOTES") (AND RELATED CONSENTS) REPRESENTING AT LEAST 90% IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES OF EACH SUCH SERIES (THE "MINIMUM NOTE CONDITION"), PURSUANT TO PARENT'S SEPARATE OFFERS TO PURCHASE SUCH NOTES. THE OFFER IS SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. PLEASE READ THE INTRODUCTION AND SECTIONS 1 AND 15 OF THE OFFER TO PURCHASE, WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER. THE HSR CONDITION WAS SATISFIED AS OF OCTOBER 15, 2001. PROCEDURES FOR TENDERING SHARES ARE SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE AND SECTION 2 OF THIS SUPPLEMENT. 1. TERMS OF THE OFFER. The Offer Price has been reduced to $1.25 per Share from the Purchaser's original Offer Price of $1.80 per Share. Although the expiration dates of the Offer and the Notes Tender Offers have been extended on three occasions, the Minimum Note Condition has not been satisfied as of the date hereof. The reduction in the Offer Price was negotiated between Parent and the Company to provide part of the funding for the additional consideration to be offered in the Notes Tender Offers, the terms of which have been amended and supplemented concurrently with the issuance of this Supplement. The consideration offered in the Notes Tender Offers has been increased to induce additional holders of the Notes to tender an aggregate principal amount of Notes sufficient to satisfy the Minimum Note Condition. Concurrently with the amendment to the Offer Price, certain current and former senior executives have agreed to a reduction in the benefits that they would be entitled to receive under their employment or severance arrangements or pursuant to the Company's Supplemental Executive Retirement Plan as a result of the consummation of the Merger. These reductions are in an aggregate amount of approximately $16.9 million. Parent will also provide approximately $38.1 million in additional funds to further increase the total consideration offered in the Notes Tender Offers. Parent estimates that the total amount of funds required to consummate the Offer and the Merger at the revised Offer Price and the Notes Tender Offers assuming tender of all the Notes pursuant to the revised terms of the Notes Tender Offers, and to satisfy all bank debt and other senior secured obligations, is approximately $841 million, plus any related transaction fees and expenses and severance amounts. The amended Offer Price of $1.25 represents a premium of approximately 81% over the closing sale price per Share on September 27, 2001, the last full trading day prior to the initial public announcement that the Company and Parent had executed the Merger Agreement. Upon the terms and subject to the conditions of the Offer (including, if the Offer is further extended or amended, the terms and conditions of any such extension or amendment), all stockholders whose Shares are validly tendered and not withdrawn (including Shares tendered prior to the date of this Supplement) in accordance with the procedures set forth in Section 3 of the Offer to Purchase and Section 2 of this Supplement on or prior to the Expiration Date will receive the amended Offer Price. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, January 7, 2002, unless and until the Purchaser, in its sole discretion, shall have further extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall refer to the latest time and date at which the Offer, as so extended by the Purchaser, shall expire. Upon consummation of the Merger, stockholders that did not tender into the Offer will also receive a reduced Merger Consideration of $1.25 per Share, subject to any dissenter's rights properly exercised under Delaware law. 2 2. TENDER OF SHARES; ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. The revised green Letter of Transmittal and the revised gold Notice of Guaranteed Delivery distributed with this Supplement may be used to tender Shares. Tendering stockholders may also continue to use the original blue Letter of Transmittal and original grey Notice of Guaranteed Delivery previously distributed with the Offer to Purchase to tender Shares. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE OFFER PRICE OF $1.25 PER SHARE PURSUANT TO THE OFFER, IF SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER. IF A STOCKHOLDER WHO HAS ALREADY TENDERED SHARES WISHES TO WITHDRAW SUCH TENDER AS A RESULT OF THE AMENDED OFFER PRICE OR OTHERWISE, SUCH STOCKHOLDER SHOULD COMPLY WITH THE PROCEDURES SET FORTH UNDER "WITHDRAWAL RIGHTS" IN SECTION 4 OF THE OFFER TO PURCHASE. WITHDRAWALS OF SHARES MAY NOT BE RESCINDED. ANY SHARES PROPERLY WITHDRAWN WILL THEREAFTER BE DEEMED NOT TO HAVE BEEN VALIDLY TENDERED FOR PURPOSES OF THE OFFER. WITHDRAWN SHARES MAY BE RE-TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE BY FOLLOWING THE PROCEDURES DESCRIBED IN SECTION 3 OF THE OFFER TO PURCHASE AND THIS SECTION 2. 3. PRICE RANGE OF SHARES. The high and low closing sale prices per Share on the American Stock Exchange for the Fourth Quarter of Fiscal Year 2001 were $1.30 and $0.60, respectively, and for the First Quarter of Fiscal Year 2002 (through November 30, 2001) were $1.30 and $0.93, respectively. On November 30, 2001, the last full trading day prior to the public announcement of the execution of Amendment No. 1 (as defined below) to the Merger Agreement and the amendment to the terms of the Offer upon the terms set forth in this Supplement, the reported closing sale price per Share was $0.93. The amended Offer Price of $1.25 represents an approximately 81% premium over the closing sale price per Share on the last full trading day prior to public announcement that the Company and Parent had originally executed the Merger Agreement. 4. THE MERGER AGREEMENT; OTHER ARRANGEMENTS. The Merger Agreement Parent, the Purchaser and the Company have entered into an Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 30, 2001 ("Amendment No. 1"). Amendment No. 1 amends the Merger Agreement, and all annexes, schedules, exhibits and attachments thereto, to reflect the change in the Offer Price from $1.80 to $1.25 per Share and indicates that all references to the Offer and the Merger shall refer to the Offer and Merger as amended to reflect such new Offer Price. Amendment No. 1 also amends certain other provisions as discussed below. Reduction of Certain Executive Payments. Amendment No. 1 amends the Merger Agreement to reflect the agreement between Parent and the Company to reduce the benefits certain current and former senior executives would be entitled to receive under their employment or severance arrangements or pursuant to the Company's Supplemental Executive Retirement Plan as a result of the consummation of the Merger. These reductions are in an aggregate amount of approximately $16.9 million. See also Section 5 herein. Final Extension and Acceptance Date. Amendment No. 1 amends the Merger Agreement to permit Parent to extend the Offer or the Notes Tender Offers until February 28, 2002 without the consent of the Company (unless a later extension is required to comply with any rule, regulation or interpretation of the SEC). 3 Stockholders Agreement Parent, the Purchaser and certain stockholders of the Company have entered into Amendment No. 1 to the Stockholders Agreement, dated as of November 30, 2001, to make clear that the purchase price for Shares tendered by such stockholders has been reduced from $1.80 to $1.25 per Share, in accordance with the reduction in the Offer Price in the Merger Agreement. Stock Option Agreement Parent and the Company have entered into Amendment No. 1 to the Stock Option Agreement, dated as of November 30, 2001, to reduce the Exercise Price (as defined in the Stock Option Agreement) from $1.80 to $1.25 per Share, in accordance with the reduction in the Offer Price in the Merger Agreement. 5. CERTAIN EFFECTS OF THE OFFER. Agreement to Reduce Certain Senior Executive Contractual Benefits. Marvin A. Pomerantz, Chairman and Chief Executive Officer of the Company, and Warren J. Hayford, a director of the Company, have agreed to a 50% reduction in the supplemental retirement payments each would be entitled to receive under his employment agreement upon consummation of the Merger. These 50% reductions are equal to approximately $4.0 million and $1.9 million, respectively. Daniel P. Casey, Vice Chairman and Chief Financial Officer of the Company, has agreed to a 50% reduction in the combined benefits he would be entitled to receive under the Supplemental Executive Retirement Plan and his severance agreement upon consummation of the Merger. This 50% reduction is equal to approximately $3.5 million. Dale E. Stahl, an employee of Parent and former President of the Company, has agreed to a 50% reduction in the benefits he would be entitled to receive under the Supplemental Executive Retirement Plan upon consummation of the Merger. This 50% reduction is equal to approximately $1.7 million. Michael J. Keough, President and Chief Operating Officer of the Company, has agreed to a 40% reduction in the combined benefits he would be entitled to receive under the Supplemental Executive Retirement Plan and his severance agreement upon consummation of the Merger. This 40% reduction is equal to approximately $2.0 million. Lawrence G. Rogna, Senior Vice President of the Company, has agreed to a 30% reduction in the combined benefits he would be entitled to receive under the Supplemental Executive Retirement Plan and his severance agreement upon consummation of the Merger. This 30% reduction is equal to approximately $1.4 million. Four additional executives have agreed to reductions ranging from 20% to 30% in the combined benefits each would be entitled to receive under the Supplemental Executive Retirement Plan, his individual severance agreement and other employment arrangements upon consummation of the Merger. The total reduction for these four executives is equal to approximately $2.5 million. The aggregate amount of these benefit reductions is equal to approximately $16.9 million, or approximately 43%, of the total contractual benefits these ten current or former executives would be entitled to receive. In addition, the Company has agreed to make payable at the consummation of the Merger all obligations payable under the severance agreements of seven current executives (including Messrs. Casey, Keough and Rogna) as if the employment of each is terminated at such time. 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds required by the Purchaser to consummate the Offer and the Merger at the revised Offer Price is estimated to be approximately $70 million, plus any related transaction fees and expenses, including severance amounts. Parent estimates that the total amount of funds required to 4 consummate the Offer and the Merger at the revised Offer Price and the Notes Tender Offers, assuming tender of all the Notes pursuant to the revised terms of the Notes Tender Offers, and to satisfy all the bank debt and other senior secured obligations, is approximately $841 million, plus any related transaction fees and expenses and severance amounts. On November 30, 2001, Parent amended its commitment letter with Citibank, N.A. and Salomon Smith Barney Inc. to extend the termination date to February 28, 2002. The related amendment letter and the original commitment letter, by which Citibank intends to make available up to $900,000,000 under a 364-day credit facility, have been filed as exhibits to the Tender Offer Statement on Schedule TO filed by Parent and the Purchaser pursuant to Rule 14d-3 of the General Rules and Regulations under the Exchange Act with the SEC in connection with the Offer. The above summary is not a complete description of the terms and conditions of the commitment letter, as amended, and is qualified in its entirety by reference to the full text of the commitment letter. 7. BACKGROUND OF THE OFFER SINCE SEPTEMBER 27, 2001; PAST CONTACTS OR NEGOTIATIONS WITH THE COMPANY SINCE SEPTEMBER 27, 2001. After the execution of the Merger Agreement on September 27, 2001, Parent and the Purchaser proceeded to take actions necessary to allow the Offer and Merger to be consummated at the earliest practicable time. These actions included, among others, commencing on September 28, 2001 the Offer and, through Inland Container Corporation I, a Delaware corporation and a wholly-owned subsidiary of Parent (the "Note Subsidiary"), the Notes Tender Offers and making the required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). On October 1, 2001, a lawsuit entitled Absolute Recovery Hedge Fund, L.P., Absolute Recovery Hedge Fund, Ltd. v. Gaylord Container Corp., Temple-Inland Acquisition Corp., Temple-Inland Inc., State Street Bank and Trust Company and Fleet National Bank (the "Litigation"), was filed in the United States District Court for the Southern District of New York by plaintiffs seeking to assert claims on behalf of a class of all holders of the Company's 9 3/8% Senior Notes due 2007 and 9 3/4% Senior Notes due 2007 (collectively, the "Senior Notes"). On October 1, 2001, M. Richard Warner, Chief Administrative Officer of Parent, had a telephone conversation with Daniel P. Casey, Vice Chairman and Chief Financial Officer of the Company, regarding (1) the market reaction to the Offer and the response of significant noteholders to the Notes Tender Offers, and (2) the Litigation and the response of Parent and the Company to the lawsuit. On October 9, 2001, the plaintiffs in the Litigation filed a Motion for a Temporary Restraining Order, seeking, among other things, to prevent the consummation of the Offer and Notes Tender Offers. On October 10, 2001, Parent and the Purchaser filed papers in opposition to the Motion for a Temporary Restraining Order and the Company also filed papers in opposition to the Motion for a Temporary Restraining Order. On that same date, the plaintiffs in the Litigation filed an amended complaint against Parent, the Purchaser, the Company, State Street Bank and Trust Company and Fleet National Bank. On October 10, 2001, Messrs. Warner and Casey had a telephone discussion regarding a letter, dated October 10, 2001, from counsel representing a group of noteholders with interests in more than 50% of the aggregate principal amount of each series of Notes (the "Majority Noteholders"), advising the Company that the Majority Noteholders did not intend to tender their Notes into the Notes Tender Offers at the original purchase prices for the Notes. On October 11, 2001, the parties in the Litigation agreed to extend to October 26, 2001 the consent payment deadline and related withdrawal deadline with respect to the Notes Tender Offers to correspond with the expiration dates of the Offer and Notes Tender Offers on October 26, 2001. On that same date, Parent, through Note Subsidiary, extended these dates. 5 On October 15, 2001, the parties in the Litigation agreed to delay, without prejudice, the preliminary injunction hearing scheduled for October 23, 2001, and to suspend discovery and activities related thereto, in order to permit time for negotiations among Parent, the Company and the Majority Noteholders. The parties further agreed that in the event that a new or different tender offer is announced by Parent, the Notes Tender Offers will be kept open for an additional period of at least twelve days after such revised terms or agreement is publicly announced. On October 15, 2001, the waiting period under the HSR Act expired without any regulatory challenge under the HSR Act to the consummation of the Offer or the Merger. On October 24, 2001, Messrs. Warner and Casey had a telephone discussion regarding a potential extension of the expiration dates for the Offer and Notes Tender Offers. On October 26, 2001, Kenneth M. Jastrow, Chairman and Chief Executive Officer of Parent, met with Marvin A. Pomerantz, Chairman and Chief Executive Officer of the Company, to discuss alternative pricing allocations to induce the Majority Noteholders to tender their Notes. On that same date, Messrs. Warner and Casey had a telephone discussion regarding pursuing an agreement from the Majority Noteholders to tender their Notes and the process for obtaining information from the Majority Noteholders on an alternative proposal for the structure of the transaction. On October 29, 2001, the Purchaser and Note Subsidiary extended the Offer and Notes Tender Offers until 12:00 midnight, New York City time, on Friday, November 9, 2001. On November 2, 2001, a meeting of Parent's Board of Directors was held at which meeting the directors reviewed the transaction, the response of noteholders and stockholders to the transaction, the Litigation, the initial extension of the expiration dates for the tender offers, alternative pricing proposals for the Notes Tender Offers, and the general strategy for meetings and communication with the Majority Noteholders. Parent's Board of Directors approved continuing to develop alternative pricing proposals for the Notes Tender Offers and continuing negotiations with the Company for an amendment to the Merger Agreement to implement any such proposals. On November 7, 2001, Messrs. Jastrow and Warner and representatives of Salomon Smith Barney met with representatives of the Majority Noteholders in Boston to discuss the Majority Noteholders' position on the Notes Tender Offers and proposals regarding alternative pricing and transaction structures. On November 8, 2001, Messrs. Warner and Casey had a telephone conversation to discuss the content and context of the negotiations with the representatives of the Majority Noteholders. On November 8, 2001, at a regular meeting of the Company's Board of Directors, Mr. Pomerantz reviewed with the Board his recent discussions with Parent concerning the tender offers and his understanding of Parent's recent discussions with the representatives of the Majority Noteholders. The Board then reviewed the feasibility and probability of success of the tender offers, discussed negotiating strategies and other issues germane to the transaction and discussed the formation of an independent special committee to review and evaluate the terms and structure of the transaction. On November 9, 2001, Messrs. Jastrow and Pomerantz had a telephone discussion regarding the Company's position on restructuring the tender offers. On that same date, Messrs. Warner and Casey also had a telephone discussion regarding the Company's position on restructuring the tender offers and regarding the conditions for extension. On November 10, 2001, Messrs. Jastrow and Pomerantz had further telephone discussions regarding a restructuring of the tender offers. On that same day, Messrs. Warner and Casey had a telephone conversation regarding the negotiation and approval process for an alternative transaction structure involving a reduction in the Offer Price for the Offer and a reduction in benefits payable under certain employment and severance arrangements and the Company's Supplemental Executive Retirement Plan and the role that a special committee of the Company's independent directors would play in the process. 6 On November 11, 2001, Messrs. Warner and Casey had a telephone conversation regarding the extension of the expiration dates for the Offer and Notes Tender Offers. On November 11, 2001, the Company's Board of Directors held a special meeting at which Mr. Pomerantz again reviewed with the Board his recent discussions with Parent concerning the tender offers and his understanding of Parent's recent discussions with the representatives of the Majority Noteholders. The Board again reviewed the feasibility and probability of success of the tender offers and discussed negotiating strategies and other issues germane to the transaction. The Board then renewed its discussion of a special committee and, after deliberation and consideration, established the Independent Special Committee, comprised of independent directors Mary Sue Coleman, Charles S. Johnson and Jerry W. Kolb, to consider, evaluate and make a recommendation with respect to the Offer or any proposed new transaction with Parent and to determine the advisability and fairness of the Offer or any new transaction with Parent with respect to such constituencies of the Company as the Independent Special Committee may determine is necessary, appropriate or advisable. The Independent Special Committee also was authorized to retain independent legal and financial advisors at the Company's expense. On November 12, 2001, the Purchaser and Note Subsidiary extended the Offer and Notes Tender Offers until 12:00 midnight, New York City time, on Friday, November 16, 2001. On that same date, Messrs. Warner and Casey had a telephone discussion regarding an alternative pricing allocation structure. On November 13, 2001, the Independent Special Committee met. At that meeting, the Independent Special Committee unanimously ratified the selection and retention by Mr. Kolb of Morris, Nichols, Arsht & Tunnell as independent counsel to the Independent Special Committee, and the selection and retention of Mesirow Financial, Inc. ("Mesirow") as the Independent Special Committee's independent financial advisor. During the meeting, representatives of Mesirow reported on the progress of their due diligence and matters discussed in meetings with members of the Company's management, and outlined Mesirow's understanding to that date of the Company's liquidity situation, including the nature and amount of the Company's debt, the prospects for the Company negotiating for relief from certain debt covenants applicable at the end of the calendar year, and management's projections that it may need to sell certain assets during fiscal year 2002 to meet the Company's debt obligations. Mesirow also discussed with the Independent Special Committee certain of the financial analyses it would apply in advising the Independent Special Committee. Following the report from Mesirow, the Independent Special Committee's counsel reviewed the principal terms of the Offer and the Independent Special Committee's duties in making a recommendation with respect to the Offer or any proposed new transaction with Parent. Thereafter, the Company and the Independent Special Committee executed an engagement letter with Mesirow, dated as of November 14, 2001, pursuant to which the Independent Special Committee engaged Mesirow as its financial advisor for purposes of the Independent Special Committee's work with respect to a proposal by Parent. On November 14, 2001, Messrs. Warner and Casey had a telephone discussion regarding an alternative pricing structure and an agreement to propose a reduction in the Offer Price from $1.80 to $1.25, a reduction in benefits payable under certain employment and severance arrangements and the Company's Supplement Executive Retirement Plan to certain current and former senior executives of the Company and an increase in the purchase prices for the Notes. On November 15, 2001, Messrs. Warner and Casey had a telephone conversation regarding the status of discussions with certain current and former senior executives regarding a reduction in their benefits under certain employment and severance arrangements and the Company's Supplement Executive Retirement Plan, the timing of meetings, and the extension of the expiration dates for the Offer and Notes Tender Offers. On November 15, 2001, the Independent Special Committee met with its financial and legal advisors. During the meeting the Company's senior management updated the Independent Special Committee on the status of the tender offers. The Company's senior management then described to the Independent Special Committee a proposal for a revised Offer, which management desired to present to Parent and which management believed would encourage more holders of Notes to tender their Notes in the Notes 7 Tender Offers and, as a result, facilitate completion of the Offer. The proposal included an increase in the prices that Parent would offer for the Notes, an increase in the funds to be provided by Parent, a reduction in the Offer Price, and a reduction in benefits payable under certain employment and severance arrangements and the Company's Supplemental Executive Retirement Plan to certain current and former senior executives of the Company. Mesirow made a presentation to the Independent Special Committee during which Mesirow, among other things, noted that the terms of the original Offer and the original Notes Tender Offers included a premium to the pre-tender offer closing prices of the Shares and each series of the Notes, reviewed the Company's current debt obligations and noted that years of positive free cash flow were largely offset by years of negative free cash flow, that the Company was at risk of defaulting on certain loan covenants on December 31, 2001 and that under management's projections asset sales would be required in 2002 for the Company to meet its debt obligations. Accordingly, Mesirow expressed to the Independent Special Committee Mesirow's view that there was a risk to the Company's stockholders and unsecured creditors that the Company's financial condition would, absent a transaction, continue to deteriorate. Mesirow's analyses included a selected company analysis, a selected precedent transactions analysis, a discounted cash flow analysis (based upon downside, base and upside case projections provided by management), and analyses of the build up of asset values on a going concern basis, on a liquidation basis and on a hypothetical bankruptcy basis, based on valuations and projections prepared by management of the Company. Mesirow also noted that the Company and its advisors had engaged in extensive efforts to market the Company without success, other than Parent's Offer. Following Mesirow's presentation, counsel advised the Independent Special Committee regarding its fiduciary duties and the range of legal and practical factors to be considered by the Independent Special Committee in the exercise of its business judgment. Based on these factors, the Independent Special Committee unanimously determined that it would be in the best interests of the Company and each of its constituencies to complete a transaction with Parent and that the allocation of the consideration under the revised Offer is fair and offers a reasonable allocation of consideration that could be accepted by the Company's constituencies and result in a transaction that could satisfy the conditions of the revised Offer. On November 16, 2001, Messrs. Jastrow and Pomerantz had a telephone discussion regarding the proposed revised Offer and Notes Tender Offers and agreed to proceed with the negotiation of a revised Merger Agreement to incorporate the proposed pricing and allocation. On November 16, 2001, the Company's Board of Directors held a special meeting and the Company's senior management updated the Board on the status of the tender offers. Senior management then described for the Board its proposal for a revised Offer and the Independent Special Committee noted its preliminary endorsement of the proposal. The Company's outside legal counsel then reviewed the fiduciary duties of the directors. After a discussion of the terms, structure and value of the proposal and other related matters, the Board directed management to present the new proposal to Parent. On November 19, 2001, the Purchaser and Note Subsidiary extended the Offer and Notes Tender Offers until 12:00 midnight, New York City time, on Friday, November 30, 2001. On November 23, 2001, Messrs. Jastrow and Pomerantz continued their telephone discussions regarding the proposed revised Offer and Notes Tender Offers. On that same date, Messrs. Warner and Casey continued their telephone discussions regarding the proposed revised Offer and the timing and announcement of a revised Offer. On November 26, 2001, Messrs. Jastrow and Pomerantz continued their telephone discussions regarding the proposed revised Offer and Notes Tender Offers. On that same date, Messrs. Warner and Casey continued their telephone discussions regarding the proposed revised Offer and the timing and announcement of a revised Offer. On November 28, 2001, the Independent Special Committee met to consider the proposed financial terms and conditions of the revised Offer and the Merger. At that meeting, the Independent Special Committee's counsel again reviewed the Independent Special Committee members' fiduciary duties in 8 considering the terms of the proposed revised transaction. The Independent Special Committee's financial advisor further advised the Independent Special Committee on financial matters, including among other things updated analyses of the build up of asset values on a liquidation basis and on a hypothetical bankruptcy basis, and of the premium to the closing prices of the Shares and each series of the Notes. The Independent Special Committee then discussed the presentations it had received at this and other Independent Special Committee meetings, the scope and history of the Company's negotiations with Parent, the status of the $1.80 original Offer and the concurrent Notes Tender Offers, and other matters. Following such discussion, the Independent Special Committee unanimously (1) determined that it would be in the best interests of the Company and each of its constituencies to complete a transaction with the Purchaser and that the allocation of the consideration under the revised Offer is fair and offers a reasonable allocation of consideration that could be accepted by the Company's constituencies and result in a transaction that could satisfy the conditions of the revised Offer and (2) recommended that the Board of Directors approve and adopt the Merger Agreement and the Merger. Following the Independent Special Committee meeting, the full Board of Directors met in a special meeting, along with the Company's financial and legal advisors, to consider the proposed financial terms and conditions of the revised Offer and the Merger. At that meeting, the Company's legal advisors again reviewed the directors' fiduciary duties in considering the terms of the proposed revised transaction, including the principal terms and conditions of the proposed Amendment No. 1 to the Merger Agreement. Members of the Company's management reviewed with the Board the Company's business, market conditions and prospects. The Company's financial advisors further advised the Board on financial valuation matters and each of Deutsche Banc and Rothschild provided its oral opinion (subsequently confirmed in writing) to the Board that, as of the date of such opinion and subject to the assumptions made, matters considered and limitations on the review undertaken set forth in its written opinion, the $1.25 in cash per Share to be received by the stockholders in the revised Offer and the Merger was fair, from a financial point of view, to such holders. The Board then discussed the presentations and the drafts of the various documents it had received at this and other Board meetings and further discussed the terms and conditions of other business combinations in the Company's industry deemed relevant, the scope and history of the Company's negotiations with Parent, the status of the $1.80 original Offer and the concurrent Notes Tender Offers, and other matters. The Board then unanimously (1) determined that the terms of the revised Offer and the Merger are fair to, and in the best interests of, the stockholders of the Company, (2) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the revised Offer and the Merger, and the Stock Option Agreement and the transactions contemplated thereby and (3) recommended that the Company's stockholders accept the revised Offer, tender their Shares pursuant to the revised Offer and, if necessary, approve and adopt the Merger Agreement and the Merger. The Board then reaffirmed the formation of the Subcommittee and the Subcommittee's authority to approve any nonsubstantive changes to the Merger Agreement and related documents. On November 30, 2001, Parent's Board of Directors acted by unanimous written consent and declared that the Offer and Merger, each as amended, were fair to, and in the best interests of, Parent and its stockholders and unanimously adopted, approved and declared advisable Amendment No. 1 to the Merger Agreement, the Offer, the Merger, and the other transactions contemplated by the Merger Agreement, as amended. On November 30, 2001, the Company's Subcommittee of the Board acted by unanimous written consent and approved the changes and modifications to the form, terms and provisions of Amendment No. 1 to the Merger Agreement and related documents occurring since November 28, 2001. On November 30, 2001, Amendment No. 1 to the Merger Agreement was executed by Parent, the Purchaser and the Company. On December 3, 2001, Parent and the Company issued a joint press release announcing the execution of Amendment No. 1 to the Merger Agreement and their intention to amend the Offer and Notes Tender Offers. 9 On December 3, 2001, the Purchaser extended the Offer and the Notes Tender Offers until January 7, 2002, and mailed to Company stockholders the Supplement to the Offer to Purchase and to holders of the Notes a Supplement to the Offer to Purchase and Consent Solicitation Statement. During the Offer, Parent and the Purchaser intend to have ongoing contacts with the Company and its directors, officers and stockholders. 8. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. Certain Legal Matters. On October 1, 2001, a lawsuit entitled Absolute Recovery Hedge Fund, L.P., Absolute Recovery Hedge Fund, Ltd. v. Gaylord Container Corp., Temple-Inland Acquisition Corp., Temple-Inland Inc., State Street Bank and Trust Company and Fleet National Bank, was filed in the United States District Court for the Southern District of New York by plaintiffs seeking to assert claims on behalf of a class of all holders of the Senior Notes (the "Senior Noteholders"). The complaint (the "Complaint") names as defendants the Company, the Purchaser, Parent, State Street Bank and Trust Company and Fleet National Bank. The plaintiffs allege that the Company has assumed fiduciary responsibilities to its creditors and that it has breached these duties along with provisions of the indentures related to the Senior Notes and implied covenants of fair dealing in the indentures related to the Senior Notes by permitting, facilitating and/or favoring the proposed transaction. The plaintiffs allege that State Street Bank and Trust Company and Fleet National Bank, as trustees under the indentures related to the Senior Notes (collectively, the "Trustees"), breached their fiduciary duties to the Senior Noteholders. The plaintiffs allege that Parent aided and abetted the Company's and the Trustees' alleged breaches. The plaintiffs seek, among other requested items of relief, to enjoin the defendants from completing the transaction or if consummated, rescission of the transaction, the imposition of a constructive trust on the Company's assets for the benefit of its creditors and damages, fees and expenses. On October 9, 2001, the plaintiffs filed a Motion for a Temporary Restraining Order seeking a temporary restraining order preventing the Company, the Purchaser, Parent and the Trustees from: (1) accepting, or causing acceptance for payment of, any and all of the Shares and the Senior Notes tendered pursuant to the Offer and Notes Tender Offers; (2) accepting consents with respect to the proposed amendments to the Senior Notes and the indentures related thereto, giving notice to either the Depositary or The Depository Trust Company, and announcing the withdrawal deadline with respect to the consent solicitation for the Senior Notes; (3) amending, supplementing and/or modifying the terms, in any manner, of the indentures related to the Senior Notes; and (4) consummating the Merger. On October 10, 2001, Parent and the Purchaser filed papers in opposition to the Motion for a Temporary Restraining Order. On October 10, 2001, the Company also filed papers in opposition to the Motion for a Temporary Restraining Order. On October 11, 2001, Absolute Recovery Hedge Fund, L.P. and Absolute Recovery Hedge Fund, Ltd. filed an amended complaint in their lawsuit initiated on October 1, 2001 (the "Amended Complaint") against Parent, the Purchaser, the Company, State Street Bank and Trust Company and Fleet National Bank. The Amended Complaint, among other changes and additions, adds allegations that the Notes Tender Offers are coercive, inadequately disclosed and violate Section 14(e) of the Exchange Act and Rule 14e-3 promulgated thereunder. Parent, the Purchaser and the Company believe that the lawsuit and the Amended Complaint is without merit and intend to defend against the lawsuit vigorously. On October 15, 2001, the parties to the litigation agreed to delay, without prejudice, the preliminary injunction hearing scheduled for October 23, 2001, and to suspend discovery and activities related thereto, in order to permit time for negotiations among Parent, the Company and certain holders of the Notes. The parties have further agreed that in the event that a new or different tender offer is announced by Parent, the Notes Tender Offers will be kept open for an additional period of at least twelve days after such revised terms or agreement is publicly announced. 10 Regulatory Approvals. On October 15, 2001, the waiting period under the HSR Act expired without any regulatory challenge under the HSR Act to the consummation of the Offer or the Merger. The HSR Condition to the Offer was therefore satisfied as of such date. 9. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS. If backup withholding applies to a stockholder, under current law the backup withholding rate for payments made after December 31, 2001 and before January 1, 2004 is 30%. See Section 5 of the Offer to Purchase. 10. OTHER INFORMATION. As of November 30, 2001, 49,582,104 Shares had been validly tendered and not withdrawn pursuant to the Offer, which represents approximately 89% of the Company's outstanding Common Stock. Each stockholder must make his or her own decision based on his or her particular circumstances. Stockholders should consult with their respective advisers about the financial, tax, legal and other implications to them of accepting the Offer. TEMPLE-INLAND ACQUISITION CORPORATION December 3, 2001 11 Manually signed facsimile copies of the Letter of Transmittal, properly completed and duly executed, will be accepted. The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of the Company or such stockholder's broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of the addresses set forth below. The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK By Mail: By Overnight Delivery: By Hand: Wall Street Station Wall Street Plaza Wall Street Plaza P.O. Box 1010 88 Pine Street, 19th Floor 88 Pine Street, 19th Floor New York, NY 10268-1010 New York, NY 10005 New York, NY 10005 By Facsimile Transmission: (For Eligible Institutions Only) (212) 701-7636 Confirm Facsimile by Telephone: (212) 701-7624
Questions or requests for assistance may be directed to the Information Agent or the Dealer Manager at the addresses and telephone numbers set forth below. Requests for additional copies of this Supplement, the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be directed to the Information Agent or the Dealer Manager for the Offer at the addresses and telephone numbers set forth below. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free (800) 549-6650 The Dealer Manager for the Offer is: SALOMON SMITH BARNEY 388 Greenwich Street New York, New York 10013 Call Toll-Free (877) 446-1850 EX-99.(A)(15) 4 d92544aex99-a15.txt REVISED LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION PURSUANT TO THE OFFER TO PURCHASE DATED SEPTEMBER 28, 2001 AND THE SUPPLEMENT THERETO DATED DECEMBER 3, 2001 BY TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED. The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK By Mail: By Overnight Delivery: By Hand: Wall Street Station Wall Street Plaza Wall Street Plaza P.O. Box 1010 88 Pine Street, 19th Floor 88 Pine Street, 19th Floor New York, NY 10268-1010 New York, NY 10005 New York, NY 10005
By Facsimile Transmission: (For Eligible Institutions Only) (212) 701-7636 Confirm Facsimile by Telephone: (212) 701-7624 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR BELOW, WITH SIGNATURE GUARANTEE, IF REQUIRED, AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW. THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. STOCKHOLDERS WISHING TO TENDER THEIR SHARES MAY USE EITHER THIS LETTER OF TRANSMITTAL OR THE (BLUE) LETTER OF TRANSMITTAL THAT WAS DISTRIBUTED WITH THE OFFER TO PURCHASE. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT PROPERLY WITHDRAWN) SHARES USING THE PREVIOUSLY DISTRIBUTED (BLUE) LETTER OF TRANSMITTAL OR (GREY) NOTICE OF GUARANTEED DELIVERY NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO TENDER SUCH SHARES, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURES, IF SUCH PROCEDURES WERE UTILIZED.
- ----------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - ----------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) TENDERED SHARE CERTIFICATE(S)) (PLEASE ATTACH ADDITIONAL SIGNED LIST, IF NECESSARY) - ----------------------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARE CERTIFICATE SHARES REPRESENTED BY NUMBER OF SHARES NUMBER(S)(1) SHARE CERTIFICATE(S)(1) TENDERED(2) --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- TOTAL SHARES TENDERED - ----------------------------------------------------------------------------------------------------------------------------- (1) Need not be completed by stockholders who deliver Shares by book-entry transfer. (2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4. [ ] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11. - -----------------------------------------------------------------------------------------------------------------------------
The names and addresses of the registered holders of the tendered Shares should be printed, if not already printed above, exactly as they appear on the Share Certificates tendered hereby. This revised GREEN Letter of Transmittal or the previously distributed BLUE Letter of Transmittal is to be used by stockholders of Gaylord Container Corporation if (a) Share Certificates (as defined below) are to be forwarded herewith or, (b) unless an Agent's Message (as defined in Section 3 of the Offer to Purchase) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase). Holders of Shares whose certificates for such Shares (the "Share Certificates") are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase), must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 herein. DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. 2 TENDER OF SHARES [ ]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE DEPOSITORY TRUST COMPANY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: ----------------------------------------------- Account Number at The Depository Trust Company: ------------------------------------- Transaction Code Number: ----------------------------------------------------- ----------------------------------------------------------------------------- [ ]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ----------------------------------------------- Window Ticket Number (if any): ----------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: -------------------------- Name of Eligible Institution that Guaranteed Delivery: ----------------------- 3 NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Temple-Inland Acquisition Corporation, a Delaware corporation (the "Purchaser") and an indirect, wholly-owned subsidiary of Temple-Inland Inc., a Delaware corporation ("Parent"), the above-described shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), pursuant to the Purchaser's offer to purchase all outstanding Shares for $1.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto, dated December 3, 2001 (the "Supplement") and in this revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer"). The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged. The Company has distributed one Right for each outstanding Share pursuant to the Rights Agreement. The Rights are currently evidenced by and trade with certificates evidencing the Common Stock. The Company has taken such action so as to make the Rights Agreement inapplicable to the Purchaser and its affiliates and associates in connection with the Merger Agreement (as defined below) and the transactions contemplated thereby. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of September 27, 2001 (as amended by Amendment No. 1 thereto, dated November 30, 2001, the "Merger Agreement"), among Parent, the Purchaser and the Company. Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), and effective upon acceptance for payment of the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser all right, title and interest in and to all of the Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof with a record date before, and a payment date after the Expiration Date (as defined in Section 1 of the Offer to Purchase and Section 1 of the Supplement) (collectively, "Distributions") and irrevocably constitutes and appoints Computershare Trust Company of New York (the "Depositary") the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by The Depository Trust Company, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer. By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints Kenneth M. Jastrow, II, Dale E. Stahl and M. Richard Warner in their respective capacities as officers or directors of the Purchaser, and any individual who shall thereafter succeed to any such office of the Purchaser, and 4 each of them, and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company's stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by the Purchaser. This appointment will be effective if and when, and only to the extent that, the Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). The Purchaser reserves the right to require that, in order for the Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Shares, the Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company's stockholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions and that, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned shall, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, the Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price, the amount or value of such Distribution as determined by the Purchaser in its sole discretion. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that the valid tender of the Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Merger Agreement, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Purchaser may not be required to accept for payment any of the Shares tendered hereby. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please issue the check for the purchase price of all of the Shares purchased and/or return any certificates for the Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated herein in the box entitled "Special Delivery Instructions," please mail the check for the purchase price of all of the Shares purchased and/or return any certificates for the Shares not tendered or not accepted for payment (and any accompanying 5 documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and/or return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check for the purchase price and/or return any such Share certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at The Depository Trust Company designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares so tendered. 6 ------------------------------------------------------------ SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates representing Shares not tendered or accepted for payment are/is to be issued in the name of someone other than the undersigned. Issue: [ ] Check; [ ] Certificate(s) to: Name ---------------------------------------------------- (PLEASE PRINT) Address -------------------------------------------------- ------------------------------------------------------------ (INCLUDE ZIP CODE) ------------------------------------------------------------ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 BELOW) ------------------------------------------------------------ ------------------------------------------------------------ SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchase price of Shares accepted for payment and/or certificates representing Shares not tendered or accepted for payment are/is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown under "Description of Shares Tendered" above. Mail: [ ] Check; [ ] Certificate(s) to: Name ---------------------------------------------------- (PLEASE PRINT) Address -------------------------------------------------- ------------------------------------------------------------ (INCLUDE ZIP CODE) ------------------------------------------------------------ ------------------------------------------------------------ 7 IMPORTANT STOCKHOLDER: SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (SIGNATURE(S) OF OWNER(S)) Name(s) ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- Capacity (Full Title) -------------------------------------------------------------- (SEE INSTRUCTIONS) Address------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number ------------------------------------------------- Taxpayer Identification or Social Security Number ----------------------------------------------------------- (SEE SUBSTITUTE FORM W-9) Dated: - --------------------------- (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) GUARANTEE OF SIGNATURE(S) (IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5) Authorized Signature(s) ----------------------------------------------------------- Name -------------------------------------------------------------------------- Name of Firm ------------------------------------------------------------------- Address------------------------------------------------------------------------- (INCLUDE ZIP CODE) Area Code and Telephone Number ------------------------------------------------- Dated: - --------------------------- 8 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in The Depository Trust Company's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. Requirements of Tender. This Letter of Transmittal is to be completed by stockholders if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if tenders are to be made pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Share Certificates evidencing tendered Shares, or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of shares into the Depositary's account at The Depository Trust Company, as well as this Letter of Transmittal (or a facsimile hereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase and Section 1 of the Supplement). Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Purchaser, must be received by the Depositary prior to the Expiration Date; and (c) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry delivery, an Agent's Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each such delivery. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE DEPOSITORY TRUST COMPANY, IS AT THE OPTION AND THE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, RECEIPT OF A BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased. All tendering stockholders, by execution of this Letter of Transmittal (or a facsimile hereof), waive any right to receive any notice of the acceptance of their Shares for payment. 3. Inadequate Space. If the space provided herein under "Description of Shares Tendered" is inadequate, the Share Certificate numbers and/or the number of Shares and any other required information should be listed on a separate signed schedule attached hereto. 9 4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all of the Shares evidenced by any Share Certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In this case, new Share Certificates for the Shares that were evidenced by the old Share Certificates but were not tendered, will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the Shares tendered herewith. All Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered for purchase unless otherwise indicated. 5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares tendered by this Letter of Transmittal are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates. If this Letter of Transmittal or any Share Certificates or stock powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted. See Instruction 1. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share Certificates or separate stock powers are required unless payment is to be made or certificates for Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Share Certificates listed and transmitted hereby, the Share Certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share Certificate(s). Signature(s) on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution. 6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, the Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if Share Certificates not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered Share Certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to the Purchaser of the payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificate(s) tendered hereby. 7. Special Payment and Delivery Instructions. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the person(s) signing this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person 10 other than the person(s) signing this Letter of Transmittal or to an address other than that shown in this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed. 8. Substitute Form W-9. A tendering stockholder is required to provide the Depositary with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify, under penalties of perjury, that such TIN is correct, that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a U.S. person (including a U.S. resident alien). If a tendering stockholder is subject to backup withholding, the tendering stockholder must cross out Item (Y) of Part 3 of the Certification Box of the Substitute Form W-9. Failure to provide the information on the Substitute Form W-9 may subject the tendering stockholder to backup withholding on any payments made to such stockholder at a rate equal to the fourth lowest rate applicable to ordinary income of unmarried individuals (under current law, the backup withholding rate for payments made after December 31, 2001 and before January 1, 2004 is 30%), but such withholdings will be refunded if such stockholder provides a TIN within 60 days. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should submit an appropriate and properly completed IRS Form W-8BEN, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. 9. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal, the Notice of Guaranteed Delivery, IRS Form W-8BEN and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent or Dealer Manager at the addresses and phone numbers set forth below, or from brokers, dealers, commercial banks, trust companies or other nominees. 10. Waiver of Conditions. Subject to the terms and conditions of the Merger Agreement, the Purchaser reserves the right, in its sole discretion, to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered (other than the Minimum Stock Condition, as defined in the Merger Agreement). 11. Lost, Destroyed or Stolen Certificates. If any Share Certificate has been lost, destroyed or stolen, the stockholder should promptly notify Computershare Trust Company of New York in its capacity as transfer agent for the Shares (telephone number: (800) 245-7630). The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. THIS LETTER OF TRANSMITTAL AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST OR DESTROYED CERTIFICATES HAVE BEEN FOLLOWED. IMPORTANT: IN ORDER FOR SHARES TO BE VALIDLY TENDERED PURSUANT TO THE OFFER, (1) ON OR PRIOR TO THE EXPIRATION DATE (A) THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF) PROPERLY COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, AN AGENT'S MESSAGE MUST BE RECEIVED BY THE DEPOSITARY, (B) ANY OTHER DOCUMENTS REQUIRED BY THIS LETTER OF TRANSMITTAL MUST BE RECEIVED BY THE DEPOSITARY AND (C) EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER AND A BOOK-ENTRY CONFIRMATION MUST BE RECEIVED BY THE DEPOSITARY, OR (2) THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. 11 IMPORTANT TAX INFORMATION Under the federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary with such stockholder's correct TIN on the Substitute Form W-9 below. If such stockholder is an individual, the TIN is such stockholder's Social Security Number. If such stockholder is subject to backup withholding, such stockholder must cross out Item (Y) of Part 3 on the Substitute Form W-9. If the Depositary is not provided with the correct TIN, such stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder may be subject to backup withholding at a rate equal to the fourth lowest rate applicable to ordinary income of unmarried individuals (under current law, the backup withholding rate for payments made after December 31, 2001 and before January 1, 2004 is 30%). Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit an appropriate and properly completed IRS Form W-8BEN, attesting to that individual's exempt status. Such a Form W-8BEN may be obtained from the Depositary. Exempt stockholders, other than foreign individuals, should furnish their TIN, write "Exempt" in Part 2 of the Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold on any payments made to the stockholder at a rate equal to the fourth lowest rate applicable to ordinary income of unmarried individuals (under current law, the backup withholding rate for payments made after December 31, 2001 and before January 1, 2004 is 30%). Backup withholding is not an additional tax. Rather, the tax liability of persons subject to withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of such stockholder's correct TIN by completing the form below certifying that the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN). WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the Social Security Number of the record holder of the Shares. If the Shares are in more than one name, or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidelines on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should check the box in Part 1(b), sign and date the Substitute Form W-9. If the box in Part 1(b) is checked, the Depositary will withhold at a rate equal to the fourth lowest rate applicable to ordinary income of unmarried individuals (under current law, the backup withholding rate for payments made after December 31, 2001 and before January 1, 2004 is 30%) on payments made for the stockholder, but such withholdings will be refunded if the tendering stockholder provides a TIN within 60 days. 12 PAYER'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK Name ---------------------------------------------------------------------------- SUBSTITUTE Address FORM W-9 -------------------------------------------------------------------------- ---------------------------------------------------------------------------- (Number and Street) ---------------------------------------------------------------------------- (Zip Code) (City) (State) DEPARTMENT OF THE PART 1(A) -- PLEASE PROVIDE YOUR TIN TREASURY INTERNAL IN THE BOX AT RIGHT AND CERTIFY BY TIN ------------------------------ REVENUE SERVICE SIGNING AND DATING BELOW. ----------------------------------- (Social Security Number or Employer Identification Number) PART 1(B) -- PLEASE CHECK THE BOX AT RIGHT IF YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TIN [ ] PAYER'S REQUEST FOR PART 2 -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING PLEASE WRITE "EXEMPT" TAXPAYER IDENTIFICATION HERE (SEE INSTRUCTIONS) NUMBER (TIN) ---------------------------------------------------------------------------- PART 3 -- CERTIFICATION UNDER PENALTIES OF PERJURY, I CERTIFY THAT (X) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me) and (Y) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (Z) I am a U.S. person (including a U.S. resident alien). SIGNATURE SIGN HERE -------------------------------------------------------------------- DATE ---------------------------------------------------------------------------
CERTIFICATION OF INSTRUCTIONS -- You must cross out Item (Y) of Part 3 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (Y). 13 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 1(B) OF THE SUBSTITUTE FORM W-9 INDICATING YOU HAVE APPLIED FOR, AND ARE AWAITING RECEIPT OF, YOUR TIN. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (1) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER TO THE PAYOR BY THE TIME OF PAYMENT, BACKUP WITHHOLDING WILL BE WITHHELD ON ALL REPORTABLE PAYMENTS MADE TO ME PURSUANT TO THIS OFFER. - ----------------------------------------- ----------------------------------------- Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT A RATE EQUAL TO THE FOURTH LOWEST RATE APPLICABLE TO ORDINARY INCOME OF UNMARRIED INDIVIDUALS (UNDER CURRENT LAW, THE BACKUP WITHHOLDING RATE FOR PAYMENTS MADE AFTER DECEMBER 31, 2001 AND BEFORE JANUARY 1, 2004 IS 30%) ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 14 MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE ACCEPTED. THE LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH STOCKHOLDER OF THE COMPANY OR SUCH STOCKHOLDER'S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW. The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK By Mail: By Overnight Delivery: By Hand: Wall Street Station Wall Street Plaza Wall Street Plaza P.O. Box 1010 88 Pine Street, 19th Floor 88 Pine Street, 19th Floor New York, NY 10268-1010 New York, NY 10005 New York, NY 10005
By Facsimile Transmission: (For Eligible Institutions Only) (212) 701-7636 Confirm Facsimile by Telephone: (212) 701-7624 Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below. Requests for additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal, the Notice of Guaranteed Delivery and all other tender offer materials may be directed to the Information Agent as set forth below and will be furnished promptly at the Purchaser's expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: D. F. KING & CO., INC. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll-Free: (800) 549-6650 The Dealer Manager for the Offer is: SALOMON SMITH BARNEY 388 Greenwich Street New York, New York 10013 Call Toll-Free: (877) 446-1850 EX-99.(A)(16) 5 d92544aex99-a16.txt REVISED NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION TO TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. (NOT TO BE USED FOR SIGNATURE GUARANTEES) THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED. This revised GOLD Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates for Shares (as defined below) are not immediately available, (ii) if the procedure for book-entry transfer cannot be completed on a timely basis, or (iii) if time will not permit all required documents to reach Computershare Trust Company of New York (the "Depositary") on or prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase and Section 1 of the Supplement, each as defined below). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK By Mail: By Overnight Delivery: By Hand: Wall Street Station Wall Street Plaza Wall Street Plaza P.O. Box 1010 88 Pine Street, 19th Floor 88 Pine Street, 19th Floor New York, NY 10268-1010 New York, NY 10005 New York, NY 10005 By Facsimile Transmission: (For Eligible Institutions Only) (212) 701-7636 Confirm Facsimile by Telephone: (212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN TO THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" (AS DEFINED IN INSTRUCTION 1 TO THE LETTER OF TRANSMITTAL) UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent's Message (as defined in Section 3 of the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED. Ladies and Gentlemen: The undersigned hereby tenders to Temple-Inland Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Temple-Inland Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto, dated December 3, 2001 (the "Supplement") and the related Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation, including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), set forth below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Number of Shares Tendered: --------------------------- SIGN HERE Certificate No(s) (if available): Name(s) of Record Holder(s): - --------------------------------------------- --------------------------------------------- - --------------------------------------------- --------------------------------------------- (please type or print) [ ] Check if Shares will be tendered by book-entry transfer Address(es): Name of Tendering Institution: --------------------------------------------- - --------------------------------------------- --------------------------------------------- (Zip Code) Account No.: --------------------------- Dated: - --------------------------------------------- --------------------------------------------- Area Code and Telephone No(s): --------------------------------------------- --------------------------------------------- Signature(s)
2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program guarantees to deliver to the Depositary either the certificates evidencing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company, in either case together with the Letter of Transmittal (or a facsimile thereof) properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in Section 3 of the Offer to Purchase) in the case of a book-entry delivery, and any other required documents, all within three New York Stock Exchange trading days after the date hereof. A "New York Stock Exchange trading day" is a day on which the New York Stock Exchange is open for business. Name of Firm: --------------------------- ------------------------------------------ (Authorized Signature) Address: --------------------------- Title: --------------------------- Name: --------------------------- - ------------------------------------------ Zip Code ------------------------------------------ (Please type or print) Area Code and Tel. No.: --------------------------- Date: ------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 EX-99.(A)(17) 6 d92544aex99-a17.txt REVISED LETTER TO BROKERS DEALERS COMMERCIAL BANKS [Logo of Salomon Smith Barney] TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION AT AN AMENDED PRICE OF $1.25 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED. December 3, 2001 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by Temple-Inland Acquisition Corporation, a Delaware corporation (the "Purchaser") and an indirect, wholly-owned subsidiary of Temple-Inland Inc., a Delaware corporation ("Parent"), to act as Dealer Manager in connection with the Purchaser's offer to purchase all outstanding shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), at a purchase price of $1.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase"), the Supplement thereto, dated December 3, 2001 (the "Supplement") and the related revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer"). Holders of Shares whose certificates for such Shares (the "Share Certificates") are not immediately available, who cannot complete the procedures for book-entry transfer on a timely basis, or who cannot deliver all other required documents to Computershare Trust Company of New York (the "Depositary") prior to the Expiration Date (as defined in Section 1 of the Offer to Purchase and Section 1 of the Supplement) must tender their Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. The Offer is conditioned upon, among other things, (1) there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiration Date that number of Shares that, together with the Shares then owned by Parent and the Purchaser, represents at least two-thirds of the outstanding Shares, on a fully diluted basis (as defined in the Offer to Purchase) and (2) the receipt by the Depositary of the valid and unwithdrawn tender of the Company's 9 3/8% Senior Notes due 2007, 9 3/4% Senior Notes due 2007 and 9 7/8% Senior Subordinated Notes due 2008 (collectively, the "Notes") (and related consents) representing at least 90% in aggregate principal amount of the outstanding Notes of each series, pursuant to Parent's, or its designee's, separate tender offers for such Notes. The Offer is subject to certain other conditions set forth in the Offer to Purchase. Please read the Introduction and Sections 1 and 15 of the Offer to Purchase, which set forth in full the conditions to the Offer. The HSR Condition (as defined in the Offer to Purchase) was satisfied as of October 15, 2001. Except as otherwise set forth in the Supplement, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and the Supplement should be read in conjunction with the Offer to Purchase. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. Enclosed for your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, are copies of the following documents: 1. Supplement, dated December 3, 2001, to the Offer to Purchase; 2. Revised GREEN Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients. Facsimile copies of the original BLUE Letter of Transmittal or the revised GREEN Letter of Transmittal may be used to tender Shares; 3. Revised GOLD Notice of Guaranteed Delivery to be used to accept the Offer if Share Certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary, or if the procedures for book-entry transfer cannot be completed on a timely basis; 4. The letter to stockholders of the Company from Marvin A. Pomerantz, Chairman of the Board and Chief Executive Officer of the Company, together with Amendment No. 7 to the Solicitation/ Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission by the Company, which includes the recommendation of the Board of Directors of the Company that stockholders accept the Offer and tender their Shares to the Purchaser pursuant to the Offer; 5. A printed form of revised letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 6. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and 7. Return envelope addressed to the Depositary. TENDERING STOCKHOLDERS MAY USE EITHER THE ORIGINAL BLUE LETTER OF TRANSMITTAL AND ORIGINAL GREY NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DISTRIBUTED WITH THE OFFER TO PURCHASE OR THE REVISED GREEN LETTER OF TRANSMITTAL AND THE REVISED GOLD NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE THE OFFER PRICE OF $1.25 PER SHARE PURSUANT TO THE OFFER, IF SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER. The Company's Board of Directors, based upon the recommendation of its Independent Special Committee, among other factors, has unanimously (1) determined that the terms of the Offer and the Merger (as defined below) are fair to, and in the best interests of, the stockholders of the Company, (2) approved the Offer, the Merger and the Merger Agreement (as defined below), and (3) recommended that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the Merger Agreement and the Merger. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of September 27, 2001 (as amended by Amendment No. 1 thereto, dated as of November 30, 2001, the "Merger Agreement"), among Parent, the Purchaser and the Company. The Merger Agreement provides, among other things, that the Purchaser will be merged with and into the Company (the "Merger") as soon as practicable following the satisfaction or waiver of each of the conditions to the Merger set forth in the Merger Agreement. Following the Merger, the Company will continue as the surviving corporation, indirectly wholly-owned by Parent, and the separate corporate existence of the Purchaser will cease. In order to take advantage of the Offer, (i) a duly executed and properly completed Letter of Transmittal and any required signature guarantees, or an Agent's Message (as defined in Section 3 of the Offer to Purchase) in connection with a book-entry delivery of Shares, and other required documents should be sent to the Depositary and (ii) Share Certificates representing the tendered Shares should be 2 delivered to the Depositary, or such Shares should be tendered by book-entry transfer into the Depositary's account maintained at The Depository Trust Company, all in accordance with the instructions set forth in the Letter of Transmittal, the Supplement and the Offer to Purchase. If holders of Shares wish to tender, but it is impracticable for them to forward their Share Certificates or other required documents prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offer to Purchase. The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Depositary, the Information Agent and the Dealer Manager as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse you for customary mailing and handling costs incurred by you in forwarding the enclosed materials to your customers. The Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS THE OFFER IS EXTENDED. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase. Very truly yours, SALOMON SMITH BARNEY INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF PARENT, THE PURCHASER, THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT, THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. Enclosures 3 EX-99.(A)(18) 7 d92544aex99-a18.txt FORM OF REVISED LETTER TO CLIENTS TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION AT AN AMENDED PRICE OF $1.25 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY TIME, ON MONDAY, JANUARY 7, 2002, UNLESS EXTENDED. December 3, 2001 To Our Clients: Enclosed for your consideration are a Supplement, dated December 3, 2001 (the "Supplement") to the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase") and the related revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer") in connection with the offer by Temple-Inland Acquisition Corporation, a Delaware corporation (the "Purchaser") and an indirect, wholly-owned subsidiary of Temple-Inland Inc. ("Parent"), a Delaware corporation, to purchase all outstanding shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares"), at an amended purchase price of $1.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, the Supplement and the Letter of Transmittal. WE, OR OUR NOMINEES, ARE THE HOLDER OF RECORD OF SHARES FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US, OR OUR NOMINEES, AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES THAT ARE HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. The offer price has been amended to $1.25 per Share, net to you in cash, without interest thereon. 2. The Offer is being made for all outstanding Shares. 3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of September 27, 2001 (as amended by Amendment No. 1 thereto, dated as of November 30, 2001, the "Merger Agreement") among Parent, the Purchaser and the Company. The Merger Agreement provides, among other things, that the Purchaser will be merged with and into the Company (the "Merger") following the satisfaction or waiver of each of the conditions to the Merger set forth in the Merger Agreement. 4. The Company's Board of Directors, based upon the recommendation of its Independent Special Committee, among other factors, has unanimously (1) determined that the terms of the Offer and the Merger are fair to, and in the best interests of, the stockholders of the Company, (2) approved the Offer, the Merger and the Merger Agreement and (3) recommended that the Company's stockholders accept the Offer, tender their Shares pursuant to the Offer and approve and adopt the Merger Agreement and the Merger. 5. The Offer and withdrawal rights have been extended and will now expire at 12:00 midnight, New York City time, on January 7, 2002 (the "Expiration Date"), unless the Offer is extended. 6. Any stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY TENDERED IN ACCORDANCE WITH THE TERMS OF THE OFFER AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES THAT, TOGETHER WITH THE SHARES THEN OWNED BY PARENT AND THE PURCHASER, REPRESENTS AT LEAST TWO-THIRDS OF THE OUTSTANDING SHARES, ON A FULLY DILUTED BASIS (AS DEFINED IN THE OFFER TO PURCHASE) AND (2) THE RECEIPT BY COMPUTERSHARE TRUST COMPANY OF NEW YORK (THE "DEPOSITARY") OF THE VALID AND UNWITHDRAWN TENDER OF THE COMPANY'S 9 3/8% SENIOR NOTES DUE 2007, 9 3/4% SENIOR NOTES DUE 2007 AND 9 7/8% SENIOR SUBORDINATED NOTES DUE 2008 (COLLECTIVELY, THE "NOTES") (AND RELATED CONSENTS) REPRESENTING AT LEAST 90% IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING NOTES OF EACH SERIES, PURSUANT TO PARENT'S, OR ITS DESIGNEE'S, SEPARATE TENDER OFFERS FOR SUCH NOTES. THE OFFER IS SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH IN THE OFFER TO PURCHASE. PLEASE READ THE INTRODUCTION AND SECTIONS 1 AND 15 OF THE OFFER TO PURCHASE, WHICH SET FORTH IN FULL THE CONDITIONS TO THE OFFER. THE HSR CONDITION (AS DEFINED IN THE OFFER TO PURCHASE) WAS SATISFIED AS OF OCTOBER 15, 2001. The Offer is made solely by the Offer to Purchase, the Supplement and the related Letter of Transmittal and is being made to all holders of Shares. The Purchaser is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. If the Purchaser becomes aware of any valid state statute prohibiting the making of the Offer or the acceptance of Shares pursuant thereto, the Purchaser shall make a good faith effort to comply with such state statute or seek to have such statute declared inapplicable to the Offer. If, after such good faith effort, the Purchaser cannot comply with such state statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) holders of Shares in such state. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by Salomon Smith Barney Inc. in its capacity as Dealer Manager for the Offer or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is also enclosed. If you authorize the tender of your Shares, all of your Shares will be tendered unless otherwise specified on the reverse side of this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. IF YOU HAVE ALREADY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER AND HAVE NOT PROPERLY WITHDRAWN SUCH SHARES, YOU NEED NOT TAKE ANY FURTHER ACTION TO RECEIVE THE OFFER PRICE OF $1.25 PER SHARE IF SHARES ARE ACCEPTED AND PAID FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE GUARANTEED DELIVERY PROCEDURES IF SUCH PROCEDURES WERE UTILIZED. 2 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK) OF GAYLORD CONTAINER CORPORATION BY TEMPLE-INLAND ACQUISITION CORPORATION AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF TEMPLE-INLAND INC. The undersigned acknowledge(s) receipt of your letter, the Offer to Purchase, dated September 28, 2001 (as amended and supplemented, the "Offer to Purchase")(as previously distributed), the Supplement thereto, dated December 3, 2001 (the "Supplement") and the related revised Letter of Transmittal (as amended and supplemented, the "Letter of Transmittal" which, together with the Offer to Purchase and the Supplement, collectively constitute the "Offer") in connection with the Offer by Temple-Inland Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Temple-Inland Inc., a Delaware corporation, to purchase all outstanding shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"), of Gaylord Container Corporation, a Delaware corporation (the "Company"), including the associated rights to purchase preferred stock issued pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the "Rights" and, together with the Common Stock, the "Shares") at a purchase price of $1.25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, the Supplement and the related Letter of Transmittal. This will instruct you to tender to the Purchaser the number of Shares indicated below (or, if no number is indicated below, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase, the Supplement and the related Letter of Transmittal. Number of Shares to Be Tendered:* - ------------------------------ Account No.: - ----------------------------------------- Dated: - ----------------------------------------- SIGN HERE ----------------------------------------- ----------------------------------------- Signature(s) ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- Print Name(s)and Address(es) ----------------------------------------- ----------------------------------------- ----------------------------------------- Area Code and Telephone Number(s) ----------------------------------------- Taxpayer Identification or Social Security Number(s) - --------------- * Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Shares held by us for your account. 3 EX-99.(A)(19) 8 d92544aex99-a19.txt REVISED GUIDELINES FOR CERTIFICATION OF TAXPAYER GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. - ------------------------------------------------------------ GIVE THE FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY NUMBER OF-- - ------------------------------------------------------------ 1. An individual's account The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, the first individual on the account 3. Husband and wife (joint account) The actual owner of the account or, if joint funds, either person(1) 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor(1) 6. Account in the name of guardian or The ward, minor, or committee for a designated ward, incompetent minor, or incompetent person person(3) 7. a. The usual revocable savings The grantor- trust account (grantor is also trustee(1) trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under State law 8. Sole proprietorship account The Owner(4) - ------------------------------------------------------------ - ------------------------------------------------------------ GIVE THE EMPLOYER FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF-- - ------------------------------------------------------------ 9. A valid trust, estate, or pension Legal entity (Do trust not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable, or The organization educational organization account 12. Partnership account held in the The partnership name of the business 13. Association, club, or other tax- The organization exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a), or an individual retirement plan. - The United States or any agency or instrumentality thereof. - A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency, or instrumentality thereof. - A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. - A real estate investment trust. - A common trust fund operated by a bank under section 584(a). - An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under section 1441. - Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under section 852). - Payments described in section 6049(b)(5) to nonresident aliens. - Payments on tax-free covenant bonds under section 1451. - Payments made by certain foreign organizations. - Payments made to a nominee. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL REVENUE SERVICE FORM W-8BEN OR FORM W-8ECI, AS APPLICABLE. Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Beginning January 1, 1993, payers must generally withhold 31% (subject to adjustment in future years) of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure will be treated as being due to negligence and will be subject to a penalty of 5% on any portion of an under-payment attributable to that failure unless there is clear and convincing evidence to the contrary. (3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE EX-99.(A)(20) 9 d92544aex99-a20.txt TEXT OF JOINT PRESS RELEASE EXHIBIT (a)(20) TEMPLE-INLAND INC. REVISES TERMS AND EXTENDS TENDER OFFERS FOR ALL OUTSTANDING SHARES AND NOTES OF GAYLORD CONTAINER CORPORATION AUSTIN, TEXAS, December 3, 2001 - Temple-Inland Inc. ("Temple-Inland") and Gaylord Container Corporation ("Gaylord") today announced the signing of an amendment to their merger agreement, which was originally signed and announced on September 27, 2001. Pursuant to the terms of this amendment, Temple-Inland, through its wholly-owned subsidiaries Temple-Inland Acquisition Corporation and Inland Container Corporation I, has revised the terms and extended the expiration dates for its offer to purchase (the "Equity Offer") all outstanding shares of common stock of Gaylord (the "Shares") and its offer to purchase and solicitation of consents (the "Debt Offer") in respect of all outstanding 9-3/8% Senior Notes due 2007 (the "9-3/8% Senior Notes"), 9-3/4% Senior Notes due 2007 (the "9-3/4% Senior Notes") and 9-7/8% Senior Subordinated Notes due 2008 (the "9-7/8% Senior Subordinated Notes" and, together with the 9-3/8% Senior Notes and the 9-3/4% Senior Notes, the "Notes") of Gaylord. The expiration date for both offers is extended until midnight, New York City time, Monday, January 7, 2002. Both offers had previously been scheduled to expire on November 30, 2001. Except as noted herein or in the offering documents referred to below, the terms of the extended offers remain unchanged from the original offers as set forth in the offering materials. Under the terms of the revised Equity Offer, the price offered per Share has been reduced to $1.25 per Share to be paid in cash. Gaylord's Board of Directors has unanimously recommended that its stockholders accept the revised offer and tender their shares. Gaylord's Board of Directors has received fairness opinions from Deutsche Banc Alex. Brown Inc. and Rothschild Inc., its financial advisors, stating that the $1.25 per Share in cash to be received by Gaylord's stockholders is fair, from a financial point of view, to such stockholders. Under the terms of the revised Debt Offer, the purchase price per $1,000 principal amount of Notes is equal to the amount indicated in the table below (excluding accrued and unpaid interest). The Consent Payment has been eliminated and no Consent Payment will be paid in respect of any Notes tendered in the Debt Offer (including with respect to any Notes tendered prior to any previously existing Consent Payment Deadline).
Purchase Price Series of Notes (per $1,000 principal amount) --------------- ----------------------------- 9-3/8% Senior Notes due 2007 $875 9-3/4% Senior Notes due 2007 $875 9-7/8% Senior Subordinated Notes due 2008 $400
In addition, certain current and former senior executives of Gaylord have agreed to reduce by approximately $16.9 million in the aggregate, or approximately 43%, the benefits to which they would otherwise be entitled upon consummation of the merger pursuant to change in control provisions contained in certain employment or severance arrangements or Gaylord's Supplemental Executive Retirement Plan. Temple-Inland has been advised by Computershare Trust Company of New York, the depositary for the offers, that as of midnight on November 30, 2001, stockholders of Gaylord had tendered into the Equity Offer 49,582,104 Shares, which represents approximately 89% of Gaylord's outstanding Shares. Further, Temple-Inland has been advised by Computershare that as of midnight on November 30, 2001, holders of Gaylord's Notes had tendered into the Debt Offer Notes representing $313,000 aggregate principal amount of the 9-3/8% Senior Notes, $1,269,500 aggregate principal amount of the 9-3/4% Senior Notes and $690,000 aggregate principal amount of the 9-7/8% Senior Subordinated Notes. GAYLORD STOCKHOLDERS ARE ADVISED TO READ THE OFFER TO PURCHASE, DATED SEPTEMBER 28, 2001, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT, DATED DECEMBER 3, 2001, WHICH SUPPLEMENT WILL BE FILED BY TEMPLE-INLAND AND THE ACQUISITION SUBSIDIARY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") AND THE RELATED AMENDED AND RESTATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY GAYLORD WITH THE COMMISSION. THE SUPPLEMENT TO THE OFFER TO PURCHASE AND RELATED AMENDED AND SUPPLEMENTED TENDER OFFER DOCUMENTS AND THE AMENDED AND RESTATED SOLICITATION/RECOMMENDATION STATEMENT WILL BE MAILED TO GAYLORD STOCKHOLDERS AND WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER FOR THE SHARES. THESE DOCUMENTS WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF GAYLORD, AT NO EXPENSE TO THEM, BY CONTACTING THE INFORMATION AGENT, D. F. KING & CO., INC. BANKERS AND BROKERS PLEASE CALL COLLECT AT (212) 269-5550 AND ALL OTHERS PLEASE CALL TOLL FREE AT (800) 549-6650. THESE DOCUMENTS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. HOLDERS OF THE NOTES ARE ADVISED TO READ THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT, DATED SEPTEMBER 28, 2001, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT, DATED DECEMBER 3, 2001, RELATING TO THE DEBT OFFER. THE SUPPLEMENT WILL BE MAILED TO HOLDERS OF NOTES AND WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER FOR THE NOTES. THESE DOCUMENTS WILL BE MADE AVAILABLE TO ALL HOLDERS OF THE NOTES, AT NO EXPENSE TO THEM, BY CONTACTING THE INFORMATION AGENT, D. F. KING & CO., INC. BANKERS AND BROKERS PLEASE CALL COLLECT AT (212) 269-5550 AND ALL OTHERS PLEASE CALL TOLL FREE AT (800) 549-6650. Temple-Inland is a major manufacturer of corrugated packaging and building products, with a diversified financial services operation. Temple-Inland's 2.2 million acres of forestland are certified as managed in compliance with ISO 14001 and in accordance with the Sustainable Forestry Initiative (SFISM) program of the American Forest & Paper Association to ensure forest management is conducted in a scientifically sound and environmentally sensitive manner. Temple-Inland's common stock (TIN) is traded on the New York Stock Exchange and the Pacific Exchange. Temple-Inland's address on the World Wide Web is http://www.templeinland.com. Gaylord is a national major manufacturer and distributor of brown paper packaging products including corrugated containers and sheets, multiwall and retail bags, containerboard and unbleached kraft paper. Gaylord's common stock (GCR) is traded on the American Stock Exchange. Gaylord's address on the World Wide Web is http://www.gaylordcontainer.com. This announcement is not an offer to purchase or a solicitation of an offer to purchase Shares or Notes, or a solicitation of consents with respect to the Notes. The Equity Offer is being made solely by the Offer to Purchase, dated September 28, 2001, as amended and supplemented by the Supplement, dated December 3, 2001. The Debt Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement, dated September 28, 2001, as amended and supplemented by the Supplement, dated December 3, 2001. This release contains forward-looking statements that involve risks and uncertainties with respect to Temple-Inland and Gaylord. The actual results achieved by Temple-Inland or Gaylord may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include general economic, market, or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by Temple-Inland and Gaylord and their respective subsidiaries; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond the control of Temple-Inland and Gaylord and their respective subsidiaries. Investor Contacts Doyle R. Simons Vice President, Administration Temple-Inland Inc. 512-434-3737 Richard E. Storat Director, Corporate Affairs Gaylord Container Corporation 847-405-5645 EX-99.(B)(2) 10 d92544aex99-b2.txt AMENDMENT LETTER TO COMMITMENT LETTER EXHIBIT(b)(2) [CITIBANK/SALOMON SMITH BARNEY LETTERHEAD] November 30, 2001 Temple-Inland Inc. 1300 S. Mopac Expressway Austin, TX 78746 Attention: Randall D. Levy, Chief Financial Officer David W. Turpin, Treasurer $900,000,000 364-DAY TERM LOAN FACILITY AMENDMENT LETTER Ladies and Gentlemen: Reference is made to the Commitment Letter dated September 26, 2001 (the "Commitment Letter") among Salomon Smith Barney Inc. ("SSBI"), Citibank, N.A. ("Citibank") and you. You, SSBI and Citibank agree that Section 2 of the Commitment Letter is hereby amended by replacing the text "December 28, 2001" with the text "February 28, 2002". Please indicate your acceptance of the terms hereof by signing in the appropriate space below and returning the enclosed duplicate originals to Robert Danziger, Vice President, Salomon Smith Barney Inc., 390 Greenwich Street, New York, New York 10013 (telecopier: 212-723-8548). If you elect to deliver this Amendment Letter by telecopier, please arrange for the executed original to follow by next-day courier. Very truly yours, SALOMON SMITH BARNEY INC. By /s/ STEVEN R. VICTORIN ----------------------------------------- Name: Steven R. Victorin Title: Managing Director CITIBANK, N.A. By /s/ CAROLYN A. KEE ----------------------------------------- Name: CAROLYN A. KEE Title: Vice President ACCEPTED AND AGREED On November 30, 2001 TEMPLE-INLAND INC. By /s/ DAVID W. TURPIN ----------------------------------------- Name: David W. Turpin Title: Treasurer EX-99.(D)(5) 11 d92544aex99-d5.txt AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EXHIBIT(d)(5) EXECUTION COPY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this "Amendment No. 1"), dated as of November 30, 2001, is by and between Temple-Inland Inc., a Delaware corporation ("Parent"), Temple-Inland Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent ("Merger Subsidiary"), and Gaylord Container Corporation, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, Parent, Merger Subsidiary and the Company have entered into an Agreement and Plan of Merger, dated as of September 27, 2001 (the "Merger Agreement"); and WHEREAS, on September 28, 2001, Parent, through Merger Subsidiary, commenced the Offer and Parent, through Inland Container Corporation I, a Delaware corporation and wholly-owned subsidiary of Parent ("Note Subsidiary"), commenced the Notes Tender Offers; and WHEREAS, the Company Board, at a meeting duly called and held or by unanimous written consent, following the unanimous recommendation of the Special Committee of the Company Board established to review the Offer, as adjusted pursuant to this Amendment No. 1, has agreed to recommend to its stockholders a reduction in the price per Share offered in the Offer; and WHEREAS, certain current and former senior executives of the Company have agreed to reduce the amounts that they would receive upon consummation of the Merger pursuant to change in control provisions within certain employment arrangements, severance agreements and the Company's Supplemental Executive Retirement Plan and Supplemental Retirement Plan; and WHEREAS, Parent, Merger Subsidiary and the Company have agreed to amend the Merger Agreement as set forth below. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Subsidiary and the Company hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the respective meanings assigned to such terms in the Merger Agreement. 2. Per Share Amount. The Merger Agreement shall be amended as follows to reflect a reduction from $1.80 to $1.25 in the amount per Share offered in the Offer: (a) The second sentence of Section 1.1(a) shall be deleted in its entirety and replaced by the following: "Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be purchased for $1.25, net to the seller in cash, without interest." (b) The first sentence of Section 3.1(c) shall be deleted in its entirety and replaced by the following: "Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 3.1(b) or shares as to which appraisal rights have been exercised in accordance with Section 3.3) shall be converted into the right to receive $1.25, net to the seller in cash (the "Merger Consideration"), without interest." (c) Any and all other references in the Merger Agreement and any exhibit, annex or schedule thereto, including Annex I or the Company Disclosure Schedule, to a per Share price to be paid in the Offer or the Merger of "$1.80" shall be deleted and replaced with "$1.25". 3. Benefit Plan Payments. The Merger Agreement shall be amended as follows to reflect reductions in the amounts payable to certain current and former senior executives of the Company under certain employment arrangements, severance agreements and the Company's Supplemental Executive Retirement Plan and Supplemental Retirement Plan: (a) The second sentence of Section 4.12(m) shall be deleted in its entirety and replaced with the following: "The aggregate sum of the payment obligations of the Company disclosed in Attachment 4.12(m)(i) of the Company Disclosure Schedule, following the amendments to such benefits mandated by the final sentence of Section 7.3(b), will not exceed $39 million (other than the accelerated vesting of the restricted stock)." (b) The text of Section 6.7 shall be deleted in its entirety. (c) The following text shall be added to the end of Section 7.3(b): 2 "In addition, the Company shall (and shall cause the individuals listed on Section 7.3(b)(v) of the Company Disclosure Schedule to agree prior to consummation of the Offer (it being understood that the failure of any such individual to execute such agreement shall not be construed as a willful breach by the Company of this covenant so long as the Company has made good faith efforts to satisfy this covenant)) to enter into an agreement to (i) modify such individuals' rights under certain employment arrangements and severance agreements of, and the Company's Supplemental Executive Retirement Plan and Supplemental Retirement Plan with respect to, each individual listed on Section 7.3(b)(v) of the Company Disclosure Schedule, to reduce, in the amounts set forth in Section 7.3(b)(v) and by an aggregate amount of at least $16,895,606, the benefits that they would be entitled to receive under such agreements and plans in respect of the Merger or in respect of the Merger in connection with another event (as such agreements or plans are amended in accordance with this Section 7.3(b)) without causing any other benefit available to such individual to be increased, and (ii) make payable at the consummation of the Merger all obligations (as if the employment of all such individuals listed on Section 7.3(b)(v) of the Company Disclosure Schedule who are employees of the Company is terminated at such time) under such agreements and plans, as amended in accordance with this Section 7.3(b), provided that the aggregate amount of such payments does not exceed $23.3 million." (d) The Company Disclosure Schedule shall be amended to include a new Section 7.3(b)(v) in the form of the attached Exhibit A. 4. Additional Investment Advisor. The text of Section 4.15 shall be deleted and replaced in its entirety by the following: "No broker, investment banker, financial advisor or other person, other than Deutsche Banc Alex. Brown Inc., Rothschild Inc. and Mesirow Financial, Inc., the fees of which will be in an aggregate amount not exceeding $10.2 million (and a copy of whose engagement letters and a calculation of the fees that would be due thereunder have been provided to Parent), is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement, the Stock Option Agreement or the Stockholders Agreement based upon arrangements made by or on behalf of the Company or any of its Subsidiaries. No such engagement letters obligate the Company to continue to use the services or pay fees or expenses in connection with any future transaction." 5. Final Extension and Acceptance Date. The Merger Agreement shall be amended as follows to permit Merger Subsidiary to extend the Offer, and Notes Subsidiary to extend the Notes Tender Offers, until February 28, 2002 without the consent of the Company: (a) The fifth sentence of Section 1.1(a) shall be deleted in its entirety and replaced by the following: 3 "If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond February 28, 2002 (except that Parent may extend the expiration date of the Offer after February 28, 2002 as required to comply with any rule, regulation or interpretation of the SEC)." (b) The fifth sentence of Section 1.2(a) shall be deleted it its entirety and replaced by the following: "Parent expressly reserves the right to waive any such condition (including without limitation the Minimum Note Condition), to increase the price payable for each Note and related consent tendered in the Notes Tender Offers, and to make any other changes in the terms and conditions of the Notes Tender Offers; provided, however, that Parent agrees that no change may be made without the consent of the Company which decreases the price payable for each Note and related consent tendered in the Notes Tender Offers, which increases the Minimum Note Condition, which eliminates the Minimum Stock Condition, which amends or eliminates any section of the Indentures, that, by the terms thereof, requires the approval of the holders of 100% of the outstanding principal amount of the Notes, which otherwise modifies or amends the conditions to the Notes Tender Offers or any other term of the Notes Tender Offers in a manner that is materially adverse to the tendering holders of the Notes, which imposes conditions to the Notes Tender Offers in addition to those set forth in Annex I hereto, or which extends the expiration date of the Notes Tender Offers beyond February 28, 2002 (except that Parent may extend the expiration date of the Notes Tender Offers after February 28, 2002 as required to comply with any rule, regulation or interpretation of the SEC or to coincide with the termination date of the Offer); provided, however, that Parent expressly reserves the right, in its sole discretion, to reduce the minimum percentage of any series of Notes to be purchased in the Notes Tender Offers." (c) Clause (i) of Section 10.1(b) shall be deleted in its entirety and replaced by the following: "(i) if (x) the Offer shall have been terminated or expired without any Shares being purchased pursuant thereto or (y) Merger Subsidiary shall not have accepted for payment any Shares pursuant to the Offer by February 28, 2002; provided, however, that the right to terminate this Agreement under this Section 10.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of Merger Subsidiary to purchase the Shares pursuant to the Offer on or prior to such date; or" 6. Conditions. The Merger Agreement shall be amended as follows to add a condition to the Offer: Annex I shall be amended by adding the following condition after clause (j) of Annex I: 4 "(k) the Company shall not have delivered documents satisfactory to the Parent evidencing that the Company's obligations in respect of (i) the benefits disclosed in Attachment 4.12(m)(i) of the Company Disclosure Schedule, following the amendments to such benefits required by the final sentence of Section 7.3(b), do not exceed $39 million and (ii) broker's and advisory fees as referred to in Section 4.15 do not exceed $10.2 million." 7. References to the Offer and the Merger. For the avoidance of doubt, all references to the Offer and the Merger in the Merger Agreement shall refer to the Offer and the Merger as amended pursuant to the terms of this Amendment No. 1. 8. Supplement to the Notes Offer to Purchase. For the avoidance of doubt, the reference in Section 1.2(a) of the Merger Agreement to the Notes Offer to Purchase and the aggregate consideration payable to each holder of Notes refers to the Notes Offer to Purchase and the aggregate consideration payable to each holder of Notes as amended pursuant to the Supplement to the Notes Offer to Purchase attached hereto as Exhibit C. 9. Amendment to the Schedule TO. As soon as practicable after the date of this Amendment No. 1, and not later than five business days from the first public announcement of the execution of this Amendment No. 1, Parent shall, and Parent shall cause Merger Subsidiary to, file with the SEC an Amendment to the Schedule TO. Parent further agrees to take all other steps with respect to the Amendment to the Schedule TO as provided for with respect to the Schedule TO under the Merger Agreement, including without limitation pursuant to Section 1.1(b) thereof. 10. Amended and Restated Schedule 14D-9. As soon as practicable on the day that the Offer Documents are amended and supplemented to reflect the terms of this Amendment No. 1, the Company will file with the SEC and disseminate to holders of Shares an Amended and Restated Schedule 14D-9, which shall contain, except as provided in Section 6.4 of the Merger Agreement, the Recommendations, which shall in each case be confirmed after giving effect to this Amendment No. 1. At the time the Offer Documents, as amended and supplemented to reflect the terms of this Amendment No. 1, are first mailed to the stockholders of the Company, the Company shall mail or cause to be mailed to the stockholders of the Company such Amended and Restated Schedule 14D-9 together with such amended and supplemented Offer Documents. The Company further agrees to take all other steps with respect to the Amended and Restated Schedule 14D-9 as provided for with respect to the Schedule 14D-9 under the Merger Agreement, including without limitation pursuant to Section 1.3(b) thereof. 11. Environmental Due Diligence Condition. Parent and Merger Subsidiary acknowledge and agree that the condition to the Offer set forth in clause (j) of Annex I has been satisfied or waived. 12. Representations and Warranties of the Company. The Company represents and warrants to Parent and Merger Subsidiary as follows: 5 (a) The Company has the requisite corporate power and authority to execute and deliver this Amendment No. 1. The execution, delivery and performance by the Company of this Amendment No. 1 have been duly authorized by the Company Board and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent and Merger Subsidiary, this Amendment No. 1 is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms; (b) The Company Board, at a meeting duly called and held or by unanimous written consent, following the unanimous recommendation of the Special Committee of the Company Board established to review the Offer as adjusted pursuant to this Amendment No. 1, has (i) unanimously determined that the Offer, as adjusted pursuant to this Amendment No. 1, is fair to and in the best interests of the stockholders of the Company, and (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary pursuant to the Offer and approve and adopt this Amendment No. 1 and the Merger, and none of the aforesaid actions by the Company Board has been amended, rescinded or modified; (c) The Company has received the written, signed opinion of each of Deutsche Banc Alex. Brown and Rothschild Inc., each dated the date hereof, to the effect that, as of such date, the consideration to be received in the Offer and the Merger, as adjusted pursuant to this Amendment No. 1, by the Company's stockholders is fair to the Company's stockholders from a financial point of view. The Company has been authorized by each of Deutsche Banc Alex. Brown and Rothschild Inc. to permit the inclusion of each such opinion in its entirety in the Offer Documents and the Schedule 14D-9 and the Company Proxy Statement, so long as such inclusion is in a form and substance reasonably satisfactory to each of Deutsche Banc Alex. Brown and Rothschild Inc., as applicable, and each of its counsel. (d) All of the directors and executive officers of the Company have executed the Amendment No. 1 to the Stockholders Agreement on the date hereof. (e) Each of the individuals listed in Section 7.3(b)(v) to the Company Disclosure Schedule, as set forth on Exhibit A hereto, has agreed, pursuant to a letter agreement in the form attached hereto as Exhibit B to which the Parent is a beneficiary, to enter into an agreement prior to the consummation of the Offer, but expressly conditioned upon the consummation of the Offer, to modify has rights under certain employment arrangements and severance agreements and the Company's Supplemental Executive Retirement Plan and Supplemental Retirement Plan in accordance with Section 7.3(b), as amended by this Amendment No. 1; provided that he has been notified by Parent that all conditions to the consummation to the Offer will likely be satisfied or waived at the Expiration Date of the Offer. 6 13. Representations and Warranties of Parent and Merger Subsidiary. Parent and Merger Subsidiary jointly and severally represent and warrant to the Company as follows: Each Parent and Merger Subsidiary has the requisite corporate power and authority to execute and deliver this Amendment No. 1. The execution, delivery and performance by each of Parent and Merger Subsidiary of this Amendment No. 1 has been duly authorized by its Board and no other corporate action on the part of Parent or Merger Subsidiary is necessary to authorize the execution, delivery and performance by Parent and Merger Subsidiary of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by each of Parent and Merger Subsidiary and, assuming due and valid authorization, execution and delivery thereof by the Company, this Amendment No. 1 is a valid and binding obligation of Parent and Merger Subsidiary enforceable against Parent and Merger Subsidiary in accordance with its terms. 14. Miscellaneous. (a) When a reference is made in this Amendment No. 1 to a Section, such reference shall be to a Section of the Merger Agreement unless otherwise indicated. The headings contained in this Amendment No. 1 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment No. 1 or the Merger Agreement. (b) This Amendment No. 1 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. (c) This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. (d) Except as specifically provided herein, the Merger Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Merger Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. [Signature page follows] 7 IN WITNESS WHEREOF, Parent, Merger Subsidiary and the Company have caused this Amendment No. 1 to be signed by their respective officers thereunto duly authorized, all as of the date first written above. TEMPLE-INLAND INC. By: /s/ M. RICHARD WARNER --------------------------------------- Name: M. Richard Warner Title: Vice President and Chief Administrative Officer TEMPLE-INLAND ACQUISITION CORPORATION By: /s/ M. RICHARD WARNER --------------------------------------- Name: M. Richard Warner Title: Vice President GAYLORD CONTAINER CORPORATION By: /s/ MARVIN A. POMERANTZ --------------------------------------- Name: Marvin A. Pomerantz Title: Chairman EX-99.(D)(6) 12 d92544aex99-d6.txt AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT EXHIBIT(d)(6) EXECUTION COPY AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT THIS AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT (this "Amendment No. 1"), dated as of November 30, 2001, is by and among Temple-Inland Inc., a Delaware corporation ("Parent"), Temple-Inland Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"), and each of Mid-America Group, Ltd., Marvin A. Pomerantz, Warren J. Hayford, Daniel P. Casey, Mary Sue Coleman, Harve A. Ferrill, John E. Goodenow, David B. Hawkins, Charles S. Johnson, Jerry W. Kolb, Ralph L. MacDonald Jr., Michael J. Keough, Lawrence G. Rogna, and Jeffrey B. Park (each in his individual capacity, a "Stockholder", and collectively, the "Stockholders"). WITNESSETH: WHEREAS, Parent, Merger Subsidiary and the Company, concurrently with the execution and delivery of this Amendment No. 1, will enter into an Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date hereof ("Merger Agreement Amendment No. 1"), which amends, among other things, the Agreement and Plan of Merger, dated as of September 27, 2001 (as amended, the "Merger Agreement"), and all annexes, schedules, exhibits and attachments thereto, to reflect the change in the offer price in the Offer, from $1.80 to $1.25 per Share; and WHEREAS, Parent, Merger Subsidiary and the Stockholders have entered into a Stockholders Agreement, dated as of September 27, 2001 (the "Stockholders Agreement"); and WHEREAS, Parent, Merger Subsidiary and the Stockholders have agreed to amend the Stockholders Agreement as set forth below. NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Subsidiary and the Stockholders hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the respective meanings assigned to such terms in the Stockholders Agreement. 2. Schedule 1(a). Schedule 1(a) to the Stockholders Agreement shall be deleted in its entirety and replaced by the updated information set forth on Exhibit A attached hereto. 3. Purchase and Sale of the Shares. The Stockholders Agreement shall be amended as follows to reflect a reduction from $1.80 to $1.25 in the purchase price per Share: Section 3 of the Stockholders Agreement shall be deleted in its entirety and replaced by the following: "Each of the Stockholders hereby agrees that it shall tender the Shares into the Offer promptly, and in any event no later than the tenth business day following the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement, and that such Stockholder shall not withdraw any Shares so tendered unless the Offer is terminated or has expired. Merger Subsidiary hereby agrees to purchase all the Shares so tendered at a price per Share equal to the Merger Consideration (as defined in the Merger Agreement, as amended by Amendment No. 1 to the Merger Agreement, dated as of November 30, 2001) or any higher price that may be paid in the Offer; provided, however, that Merger Subsidiary's obligation to accept for payment and pay for the Shares in the Offer is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex I thereto." 4. References to the Offer and the Merger. For the avoidance of doubt, all references to the Offer, the Merger and Merger Consideration in the Stockholders Agreement shall refer to the Offer, the Merger and the Merger Agreement as amended pursuant to the terms of Merger Agreement Amendment No. 1. 5. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Parent and Merger Subsidiary, severally and not jointly, as follows: Such Stockholder has all requisite power and authority and, if an individual, the legal capacity, to execute and deliver this Amendment No. 1 and to consummate the transactions contemplated hereby. This Amendment No. 1 has been validly executed and delivered by such Stockholder and, assuming that this Amendment No. 1 constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the legal, valid and binding obligation of Stockholder, enforceable against such Stockholder in accordance with its terms. 6. Representations and Warranties of Parent and Merger Subsidiary. Each of Parent and Merger Subsidiary hereby, jointly and severally, represents and warrants to the Stockholders as follows: Each of Parent and Merger Subsidiary has all requisite corporate power and authority to execute and deliver this Amendment No. 1 and to consummate the transactions contemplated hereby. This Amendment No. 1 has been validly executed and delivered by each of Parent and Merger Subsidiary and, assuming that this Amendment No. 1 constitutes the legal, valid and binding obligation of the other parties hereto, constitutes the 2 legal, valid and binding obligation of each of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms. 7. Miscellaneous. (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment No. 1 or the Stockholders Agreement. (b) This Amendment No. 1 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other party. (c) This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. (d) Except as specifically provided herein, the Stockholders Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Stockholders Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. [Signature page follows] 3 IN WITNESS WHEREOF, Parent. Merger Subsidiary and each of the Stockholders have caused this Amendment No. 1 to be duly executed and delivered, all as of the date first above written. TEMPLE-INLAND INC. By: /s/ M. RICHARD WARNER ------------------------------- Name: M. Richard Warner Title: Vice President and Chief Administrative Officer TEMPLE-INLAND ACQUISITION CORPORATION By: /s/ M. RICHARD WARNER ------------------------------- Name: M. Richard Warner Title: Vice President (Continuation of Signature Page to the Amendment No. 1 to the Stockholders Agreement) MID-AMERICA GROUP, LTD. By: /s/ MARVIN A. POMERANTZ ------------------------------- Name: Marvin A. Pomerantz Title: Chairman and Chief Executive Officer /s/ MARVIN A. POMERANTZ -------------------------------- Marvin A. Pomerantz /s/ WARREN J. HAYFORD -------------------------------- Warren J. Hayford /s/ DANIEL P. CASEY -------------------------------- Daniel P. Casey /s/ MARY SUE COLEMAN -------------------------------- Mary Sue Coleman /s/ HARVE A. FERRILL -------------------------------- Harve A. Ferrill /s/ JOHN E. GOODENOW -------------------------------- John E. Goodenow /s/ DAVID B. HAWKINS -------------------------------- David B. Hawkins (Continuation of Signature Page to the Amendment No. 1 to the Stockholders Agreement) /s/ CHARLES S. JOHNSON -------------------------------- Charles S. Johnson /s/ JERRY W. KOLB -------------------------------- Jerry W. Kolb /s/ RALPH L. MACDONALD, JR. -------------------------------- Ralph L. MacDonald, Jr. /s/ MICHAEL J. KEOUGH -------------------------------- Michael J. Keough /s/ LAWRENCE G. ROGNA -------------------------------- Lawrence G. Rogna /s/ JEFFREY B. PARK -------------------------------- Jeffrey B. Park EXHIBIT A SCHEDULE 1(a) OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY
SHARES OF CLASS SHARES OF SHARES UNDER A COMMON RESTRICTED UNEXERCISED SHAREHOLDER COMMON STOCK STOCK OPTION GRANTS - ----------- --------------- ----------- ------------- MID-AMERICA GROUP, LTD 4,589,942 MARVIN A. POMERANTZ 40,000 WARREN J. HAYFORD 883,186 28,000 DANIEL P. CASEY 77,250 270,000 150,000 MARY SUE COLEMAN 3,008 28,000 HARVE A. FERRILL 25,000 28,000 JOHN E. GOODENOW 21,500 28,000 DAVID B. HAWKINS 2,000 28,000 CHARLES S. JOHNSON 28,000 JERRY W. KOLB 10,000 21,000 RALPH L. MACDONALD JR 40,000 28,000 MICHAEL J. KEOUGH 98,570 310,000 85,000 LAWRENCE G. ROGNA 44,000 135,000 75,000 JEFFREY B. PARK 41,024 82,000 55,000 TOTALS 5,875,480 797,000 582,000
EX-99.(D)(7) 13 d92544aex99-d7.txt AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT EXHIBIT(d)(7) EXECUTION COPY AMENDMENT NO. 1 TO THE STOCK OPTION AGREEMENT THIS AMENDMENT NO. 1 TO THE STOCK OPTION AGREEMENT (this "Amendment No. 1"), dated as of November 30, 2001, is by and between Temple-Inland Inc., a Delaware corporation ("Parent") and Gaylord Container Corporation, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, Parent, Temple-Inland Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"), and the Company, concurrently with the execution and delivery of this Amendment No. 1, will enter into an Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date hereof, which amends, among other things, the Agreement and Plan of Merger, dated as of September 27, 2001 (as amended, the "Merger Agreement"), and all annexes, schedules, exhibits and attachments thereto, to reflect the change in the offer price in Merger Subsidiary's Offer (as defined in the Merger Agreement), from $1.80 to $1.25 per Share; and WHEREAS, Parent and the Company have entered into a Stock Option Agreement, dated as of September 27, 2001 (the "Stock Option Agreement"); and WHEREAS, Parent and the Company have agreed to amend the Stock Option Agreement as set forth below. NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Parent and the Company hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the respective meanings assigned to such terms in the Stock Option Agreement. 2. Exercise Price Per Share. The Stock Option Agreement shall be amended as follows to reflect a reduction from $1.80 to $1.25 in the Exercise Price: The first sentence of Section 1.1 of the Stock Option Agreement shall be deleted in its entirety and replaced by the following: "The Company hereby grants to Parent an irrevocable option (the "Option") to purchase up to such number of newly-issued shares (the "Shares") of Class A Common Stock, par value $.0001 per share, of the Company (the "Company Common Stock") as is equal to 19.9% of the Shares outstanding on the date of exercise of the Option at a purchase price per share of $1.25 (the "Exercise Price"), in the manner set forth in Sections 1.2 and 1.3 of this Agreement." 3. Representations and Warranties of the Company. The Company represents and warrants to Parent as follows: The Company has all requisite corporate power and authority to execute and deliver this Amendment No. 1. The execution, delivery and performance by the Company of this Amendment No. 1 have been duly authorized by the Board of Directors of the Company and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery thereof by Parent, this Amendment No. 1 is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms. 4. Representations and Warranties of Parent. Parent represents and warrants to the Company as follows: Parent has all requisite corporate power and authority to execute and deliver this Amendment No. 1. The execution, delivery and performance by Parent of this Amendment No. 1 have been duly authorized by the Board of Directors of Parent and no other corporate action on the part of Parent is necessary to authorize the execution, delivery and performance by Parent of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by Parent and, assuming due and valid authorization, execution and delivery thereof by the Company, this Amendment No. 1 is a valid and binding obligation of Parent enforceable against Parent in accordance with its terms. 5. Miscellaneous. (a) The headings contained in this Amendment No. 1 are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment No. 1 or the Stock Option Agreement. (b) This Amendment No. 1 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other party. (c) This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof. 2 (d) Except as specifically provided herein, the Stock Option Agreement shall remain in full force and effect. In the event of any inconsistency between the provisions of this Amendment No. 1 and any provision of the Stock Option Agreement, the terms and provisions of this Amendment No. 1 shall govern and control. [Signature page follows.] 3 IN WITNESS WHEREOF, each of Parent and the Company has caused this Amendment No. 1 to be executed on its behalf by its respective officer thereunto duly authorized, all as of the date first above written. TEMPLE-INLAND INC. By: /s/ M. RICHARD WARNER --------------------------------- Name: M. Richard Warner Title: Vice President and Chief Administrative Officer GAYLORD CONTAINER CORPORATION By: /s/ DANIEL P. CASEY --------------------------------- Name: Daniel P. Casey Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----