0001193125-11-217924.txt : 20110810 0001193125-11-217924.hdr.sgml : 20110810 20110810134646 ACCESSION NUMBER: 0001193125-11-217924 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110810 DATE AS OF CHANGE: 20110810 GROUP MEMBERS: METAL ACQUISITION INC. SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34674 FILM NUMBER: 111023785 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL PAPER CO /NEW/ CENTRAL INDEX KEY: 0000051434 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 130872805 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 6400 POPLAR AVENUE CITY: MEMPHIS STATE: TN ZIP: 38197 BUSINESS PHONE: 901-419-7000 MAIL ADDRESS: STREET 1: 6400 POPLAR AVENUE CITY: MEMPHIS STATE: TN ZIP: 38197 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PAPER & POWER CORP DATE OF NAME CHANGE: 19710527 SC TO-T/A 1 dsctota.htm AMENDMENT NO. 5 TO SCHEDULE TO Amendment No. 5 to Schedule TO

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 5)

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. 5 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 12, 2011, and subsequently amended and supplemented by Amendment No. 1 on July 25, 2011, Amendment No. 2 on July 27, 2011, Amendment No. 3 on July 28, 2011, and Amendment No. 4 on August 9, 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 (the “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 (as it may be amended and supplemented from time to time), and in the related Letter of Transmittal.

Item 12

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

(a)(5)(viii)        Excerpt of letter to employees of International Paper Company, dated August 10, 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 10, 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.*
(a)(5)(viii)   Excerpt of letter to employees of International Paper Company, dated August 10, 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)(VIII) 2 dex99a5viii.htm EXCERPT OF LETTER TO EMPLOYEES OF INTERNATIONAL PAPER COMPANY Excerpt of letter to employees of International Paper Company

Exhibit (a)(5)(viii)

The following is an excerpt of a letter sent to employees of International Paper Company on August 10, 2011:

[Unrelated text]

At International Paper, leadership and change go hand-in-hand. Over the last four years, we’ve refocused and rebuilt International Paper into a company that’s stronger and better. Continuing to play to win, we recently made an unsolicited, all-cash offer for Temple-Inland, a move supported by our shareholders. At the right price, Temple-Inland can strengthen our industrial packaging business and have a positive impact on our company. The process is expected to take some time. As it unfolds, I ask that you continue to focus on our three drivers: people, customers and operational excellence – the substance of our success.

[Unrelated text]

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.

The tender offer expires at 5:00 p.m., Eastern time, on Sept. 8, 2011, unless it is extended. If the tender offer is extended, the Company 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.

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.