-----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, PMlzh6V3RndoDOex5nWM6atHwkc0QTnwG95rBfSJJ4ley+zrxBdxAjDNofn4r5TV DacmGtqS3vaLlAUpmmGVPg== 0000950172-02-000829.txt : 20020426 0000950172-02-000829.hdr.sgml : 20020426 ACCESSION NUMBER: 0000950172-02-000829 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 02621735 BUSINESS ADDRESS: STREET 1: TEMPLE-INLAND INC. STREET 2: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124348000 MAIL ADDRESS: STREET 1: TEMPLE-INLAND INC. STREET 2: 1300 MOPAC EXPRESSWAY SOUTH CITY: AUSTIN STATE: TX ZIP: 78746 8-A12B 1 s405043.txt 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Temple-Inland Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 75-1903917 (State of Incorporation (I.R.S. Employer or Organization) Identification Number) 1300 MoPac Expressway South, Austin, TX 78746 (Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the registration of a class of securities pursuant to of a class of securities pursuant to Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act and is effective upon filing pursuant and is effective upon filing pursuant to General Instruction A.(c), please to General Instruction A.(d), please check the following box. [x] check the following box. [ ]
Securities Act registration statement file numbers to which this form relates: 333-84120 333-84120-01 333-84120-02 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Upper DECS(SM) New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered The description of the Registrant's Upper DECS to be registered hereunder is incorporated herein by reference to the description included under the captions "Description of the Upper DECS" and "Description of the Senior Notes" in the Prospectus Supplement to be dated April 26, 2002, to the Prospectus dated March 26, 2002, relating to the Upper DECS and forming a part of the Registration Statement on Form S-3, of the Registrant, Temple-Inland Trust I and Temple-Inland Trust II (File Nos. 333-84120, 333-84120-01 and 333-84120-02) (as the same may be amended or supplemented from time to time, the "Registration Statement"). For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe the Upper DECS shall be deemed to be incorporated herein by reference. Item 2. Exhibits The following exhibits to this registration statement have been filed as exhibits to the Registration Statement and are hereby incorporated herein by reference. Exhibit Number Description of Exhibit - ------- ---------------------- 1. Registration Statement on Form S-3 (Registration Nos. 333-84120, 333-84120-01 and 333-84120-02), as filed with the Securities and Exchange Commission on March 11, 2002 by Temple-Inland Inc., Temple-Inland Trust I and Temple-Inland Trust II, and Amendment No. 1 thereto, as filed on March 25, 2002. 2. Indenture, dated as of September 1, 1986, between Temple-Inland Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (the "Senior Notes Indenture") (incorporated by reference to Exhibit 4.01 to the registration statement on Form S-1 filed with the Commission on August 29, 1986 (Registration No. 33-8362)). 3. First Supplemental Indenture to the Senior Notes Indenture, dated as of April 15, 1988, between Temple-Inland Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference to Exhibit 4.02 to registration statement on Form S-3, Registration No. 33-20431, filed with the Commission on March 2, 1988). 4. Second Supplemental Indenture to the Senior Notes Indenture, dated as of December 27, 1990, between Temple-Inland Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference to Exhibit 4.03 to Form 8-K, File No. 1-8634, filed with the Commission on December 27, 1990). 5. Third Supplemental Indenture to the Senior Notes Indenture, dated as of May 9, 1991, between Temple-Inland Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as Trustee (incorporated by reference to Exhibit 4 to Form 10-Q, File No. 1-8634, filed with the Commission on August 7, 1991). 6. Form of Senior Note* 7. Purchase Contract Agreement (including form of Upper DECS Certificate and form of Stripped DECS Certificate) between Temple-Inland Inc. and JPMorgan Chase Bank, as Purchase Contract Agent.* 8. Pledge Agreement, among Temple-Inland Inc., Bank One Trust Company, N.A., as Collateral Agent, and JPMorgan Chase Bank, as Purchase Contract Agent.* 9. Form of Remarketing Agreement to be entered into among Temple-Inland Inc., JPMorgan Chase Bank, as Purchase Contract Agent, and a Remarketing Agent.* - ---------------- *To be filed by amendment. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: April 25, 2002 TEMPLE-INLAND INC. By: /s/ M. Richard Warner ------------------------------------ Name: M. Richard Warner Title: Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----