EX-99.(A)(1)(III) 4 dex99a1iii.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

To Tender Shares of Common Stock

(Including the Associated Preferred Stock Purchase Rights)

of

TEMPLE-INLAND INC.

Pursuant to the Offer to Purchase

dated July 12, 2011

of

METAL ACQUISITION INC.

a wholly owned subsidiary of

INTERNATIONAL PAPER COMPANY

This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common stock, par value $1.00 per share, and the associated preferred stock purchase rights, of Temple-Inland Inc. and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary by the expiration of the Offer. Such form may be delivered by hand, or transmitted by telegram, telex facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.

The Depositary for the Offer is:

BNY Mellon Shareowner Services

 

By Mail:

BNY Mellon Shareowner Services

Attn: Corporate Action Department

PO Box 3301

South Hackensack, NJ 07606

 

By Overnight Courier:

BNY Mellon Shareowner Services

Attn: Corporate Action Department,
27th Floor

480 Washington Boulevard

Jersey City, NJ 07310

 

By Hand:

BNY Mellon Shareowner Services

Attn: Corporate Action Department,
27th Floor

480 Washington Boulevard

Jersey City, NJ 07310

By Facsimile:

(For Eligible Institutions Only)

(201) 680-4626

Confirm Facsimile by Telephone:

(By Telephone Only)

Toll Free: (201) 680-4860

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery 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 under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.


 

Ladies and Gentlemen:

 

The undersigned hereby tenders to Metal Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of International Paper Company, a New York corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 12, 2011, and the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged,              shares of common stock, par value $1.00 per share (the “Common Stock”), of Temple-Inland Inc., a Delaware corporation, and the associated preferred stock purchase rights (the “Rights”; the Common Stock and Rights, collectively, the “Shares”), pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

 

Certificate Numbers (if available)

 

 

 

If delivery will be by book-entry transfer:

 

Name of Tendering Institution

 

 

Account Number

 

SIGN HERE

 

 

(Signature(s))

 

(Name(s)) (Please Print)

 

(Addresses)

 

(Zip Code)

 

(Area Code and Telephone Number)

GUARANTEE

 

(Not to be used for signature guarantee)

 

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof) and certificates for the Shares to be tendered or an Agent’s Message (as defined in 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 of the date hereof.

 

(Name of Firm)

 

(Address)

 

(Zip Code)

 

(Authorized Signature)

 

(Name)

 

(Area Code and Telephone Number)
 

Dated:                             

 

 

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