SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 4)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

TEMPLE-INLAND INC.

(Name of Subject Company)

METAL ACQUISITION INC.

(a wholly owned subsidiary of International Paper Company) and

INTERNATIONAL PAPER COMPANY

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

879868107

(Cusip Number of Class of Securities)

Sharon R. Ryan, Esq.

Vice President, Acting General Counsel and Corporate Secretary

International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

(901) 419-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Jeffrey J. Rosen, Esq. and William D. Regner, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$3,314,359,011.60	$384,797.08

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 108,312,386 (number of shares of common stock of subject company (which represents the number of shares issued and outstanding as of April 2, 2011, as reported in the subject company’s Quarterly Report on Form 10-Q filed on May 10, 2011), less the number of shares owned by the Offerors and their subsidiaries) by $30.60 (the purchase price per share offered by Offerors).

** The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #5 for fiscal year 2011, issued December 22, 2010, by multiplying the transaction valuation by 0.0001161.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$384,797.08	Filing Party:	International Paper Company/Metal Acquisition Inc.
Form or Registration No.:	Schedule TO	Date Filed:	July 12, 2011

¨ 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.  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 12, 2011, and subsequently amended by Amendment No. 1 on July 25, 2011, Amendment No. 2 on July 27, 2011, and Amendment No. 3 on July 28, 2011 (as amended from time to time, the “Schedule TO”), by International Paper Company, a New York corporation (“International Paper”), and Metal Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of International Paper. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $1.00 per share, together with the associated preferred stock purchase rights (“Shares”), of Temple-Inland Inc., a Delaware corporation, at $30.60 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 12, 2011 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal.

All information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference in answer to Items 1 though 9, and 11 in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Items 1, 4 and 11

Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented as follows:

The Expiration Date of the Offer is extended to 5:00 p.m., Eastern Time, on September 8, 2011, unless extended further. Based on a preliminary count by the Depositary, approximately 8.5 million Shares have been tendered and not withdrawn to date.

Item 12

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

(a)(5)(vii)         Text of press release issued by International Paper Company, dated August 9, 2011.

SIGNATURE

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.

Dated: August 9, 2011

INTERNATIONAL PAPER COMPANY
By:	/S/ SHARON R. RYAN
Name:	Sharon R. Ryan
Title:	Vice President, Acting General Counsel and Corporate Secretary
METAL ACQUISITION INC.
By:	/S/ SHARON R. RYAN
Name:	Sharon R. Ryan
Title:	Secretary

EXHIBIT INDEX

Index
(a)(1)(i)	Offer to Purchase dated July 12, 2011.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Form of summary advertisement dated July 12, 2011.*
(a)(5)(i)	Text of press release issued by International Paper Company, dated July 12, 2011.*
(a)(5)(ii)	Letter to Employees of International Paper Company, dated July 11, 2011.*
(a)(5)(iii)	July 25, 2011 Investor Presentation by International Paper Company.*
(a)(5)(iv)	Excerpt of transcript of conference call held by International Paper Company on July 28, 2011.*
(a)(5)(v)	Excerpt of transcript of video broadcast to employees held by International Paper Company on July 28, 2011.*
(a)(5)(vi)	Excerpt of transcript of conference call with officers held by International Paper Company on July 28, 2011.*
(a)(5)(vii)	Text of press release issued by International Paper Company, dated August 9, 2011.
(b)(1)	Commitment letter described in Section 10 – “Source and Amount of Funds” of the Offer to Purchase.*
(d)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(5)(VII)

Exhibit (a)(5)(vii)

News Release

INTERNATIONAL PAPER EXTENDS TENDER OFFER FOR ALL

OUTSTANDING SHARES OF TEMPLE-INLAND

MEMPHIS, Tenn., Aug. 9, 2011 – International Paper (NYSE: IP) today announced that it has determined to extend the expiration date for now of its tender offer for all outstanding common shares of Temple-Inland Inc. (NYSE: TIN) for $30.60 in cash. Accordingly, the offer and withdrawal rights are now scheduled to expire at 5 p.m., Eastern Time, on September 8, 2011, unless further extended. The tender offer was previously scheduled to expire at 5 p.m., Eastern Time, on Aug. 9, 2011.

Based on a preliminary count by the depositary for the tender offer, approximately 8.5 million shares of Temple-Inland common stock have been tendered and not withdrawn to date. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged. If the tender offer is extended further, International Paper will issue a press release announcing the extension at or before 9:00 a.m., Eastern Time, on the next business day after the date the tender offer was scheduled to expire.

Temple Inland’s stockholders may obtain copies of all of the offering documents free of charge at the SEC’s website (www.sec.gov) or by directly requesting copies of all of the offering documents free of charge at Innisfree M&A Incorporated, the Information Agent for the offer, at (877) 456-3488 (toll-free). Banks and brokers may call collect at (212) 750-5833.

International Paper’s dealer managers for the tender offer are UBS Investment Bank and Evercore Partners. Its legal advisor is Debevoise & Plimpton LLP.

About International Paper

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

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The offer and solicitation to purchase shares of common stock, par value $1.00 per share (and the associated preferred stock purchase rights), of Temple-Inland Inc. (“Temple-Inland”) is only being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed by International Paper Company (the “Company”) and Metal Acquisition Inc. with the SEC on July 12, 2011 (as they may be amended and supplemented from time to time). INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

In connection with the proposed transaction, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

The Company and certain of its directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 which was filed with the SEC on February 25, 2011, and its proxy statement for the 2011 Annual Meeting, which was filed with the SEC on April 8, 2011. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.

FORWARD-LOOKING STATEMENTS

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All statements included or incorporated by reference in this communication other than statements or characterizations of historical fact are forward-looking statements. These statements reflect management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include, but are not limited to: (i) the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; (ii) increases in interest rates; (iii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products; (iv) global economic conditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratings issued by recognized credit rating organizations, the amount of our future pension funding obligation, changes in tax laws and pension and health care costs; (v) unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations and to actual or potential litigation; (vi) whether we experience a material disruption at one of our manufacturing facilities; and (vii) risks inherent in conducting business through a joint venture. We undertake no obligation to publicly update any statements or information relating to this release or the offer described above, whether as a result of new information, future events or otherwise. These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the Company’s SEC filings. Other important factors that could cause actual results to differ materially are included but are not limited to those discussed in Temple-Inland’s SEC filings.

Contacts:

Media: Thomas J. Ryan, 901-419-4333;

Investors: Glenn Landau, 901-419-1731; and Emily Nix, 901-419-4987

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