SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to .
Commission File Number: 33-54388
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
Inland Container Corporation
Savings and Stock Purchase Plan
for Collectively Bargained Employees
(Formerly the Inland Container Corporation
Savings and Stock Purchase Plan
for Hourly Employees (Southern Multiple))
4030 Vincennes Road
Indianapolis, Indiana 46268-0937
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Temple-Inland Inc.
303 South Temple Drive
P. O. Drawer N
Diboll, Texas 75941
<PAGE>2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly
authorized.
INLAND CONTAINER CORPORATION
SAVINGS AND STOCK PURCHASE PLAN FOR
COLLECTIVELY BARGAINED EMPLOYEES
By: Inland Container Corporation,
Plan Administrator
By: /s/ Frank F. Hirschman
DATE: June 29, 1994
<PAGE>3
Audited Financial Statements and Schedules
Inland Container Corporation Savings
and Stock Purchase Plan for
Collectively Bargained Employees
December 31, 1993
with Report of Independent Auditors
<PAGE>4
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Audited Financial Statements and Schedules
December 31, 1993
Contents
Report of Independent Auditors 1
Audited Financial Statements
Statement of Net Assets Available for Benefits,
With Fund Information 2
Statement of Changes in Net Assets Available for Benefits,
With Fund Information 3
Notes to the Financial Statements 4
Schedules
Schedule of Assets Held for Investment Purposes 10
Schedule of Reportable Transactions 11
<PAGE>5
Report of Independent Auditors
Plan Administrator
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
We have audited the accompanying statement of net assets
available for benefits, with fund information of Inland Container
Corporation Savings and Stock Purchase Plan for Collectively
Bargained Employees (the Plan) as of December 31, 1993, and the
related statement of changes in net assets available for
benefits, with fund information for the year then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan at December 31, 1993, and the
changes in its net assets available for benefits for the year
then ended, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1993 and reportable transactions for the year
ended December 31, 1993, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the financial statements
taken as a whole.
/s/ Ernst & Young
June 21, 1994
Indianapolis, Indiana
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<PAGE>6
<TABLE>
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Statement of Net Assets Available for Benefits,
With Fund Information
December 31, 1993
<CAPTION>
Fund Information
Temple-
Inland
Fixed Common
Income Fund Stock Fund Total
<S> <C> <C> <C>
ASSETS
Investments:
At fair value (Note D)
Temple-Inland Inc. common stock $ - $7,598,112 $7,598,112
Guaranteed interest contracts 3,941,784 - 3,941,784
Short-term investments 48,167 127,998 176,165
Total investments 3,989,951 7,726,110 11,716,061
Receivables:
Employer's contribution - 22,641 22,641
Participants' contributions 100, 223 118,670 218,893
Interest receivable 4 10 14
Total receivables 100,227 141,321 241,548
Cash 1 - 1
Total assets 4,090,179 7,867,431 11,957,610
LIABILITIES
Accrued administrative expenses 7,499 9,704 17,203
Total liabilities 7,499 9,704 17,203
Net assets available for benefits $4,082,680 $7,857,727 $11,940,407
</TABLE>
See accompanying notes.
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<PAGE>7
<TABLE>
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Statement of Changes in Net Assets Available for
Benefits, With Fund Information
Year Ended December 31, 1993
<CAPTION>
Fund Information
Temple-
Inland
Fixed Common
Income Fund Stock Fund Total
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments (Note D) $ 16,158 $1,010,841 $1,026,999
Interest 44,967 - 44,967
Dividends - 38,005 38,005
61,125 1,048,846 1,109,971
Contributions:
Participants 462,354 581,819 1,044,173
Employer - 148,113 148,113
462,354 729,932 1,192,286
Total additions 523,479 1,778,778 2,302,257
Deductions from net assets attributed to:
Benefits paid to participants 2,986 720 3,706
Administrative expenses 7,499 9,704 17,203
Total deductions 10,485 10,424 20,909
Net increase 512,994 1,768,354 2,281,348
Transfers to/(from) other funds (373) 373 -
Transfers from predecessor plans (Note C) 3,570,059 6,089,000 9,659,059
Net assets available for benefits:
Beginning of year - - -
End of year $4,082,680 $7,857,727 $11,940,407
</TABLE>
See accompanying notes.
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<PAGE>8
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements
Year Ended December 31, 1993
Note A Description of Plan
The following description of the Inland Container Corporation
Savings and Stock Purchase Plan For Collectively Bargained
Employees (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Board of Directors of Inland Container Corporation (the
Company), a wholly owned subsidiary of Temple-Inland Inc.,
approved the formation of the Plan effective January 1, 1993.
The Plan allows eligible employees to make contributions on a
before-tax basis as permitted by section 401(k) of the Internal
Revenue Code and to purchase stock of Temple-Inland Inc. through
participation in the Plan. All hourly employees who have been
employed for one or more years by the Company may participate,
with participation in the Plan being voluntary. There are eight
individual collectively bargained units belonging to the Plan as
of December 31, 1993, as outlined below.
Contributions
Voluntary employee contributions to the Plan are made through
periodic payroll deductions at a rate of 1% to 12% of the
participants' base compensation (as defined by the Plan), not to
exceed the maximum amount specified by federal tax law. The
Company may contribute up to 50% of the first 4% contributed by
the participant, subject to maximum amounts which were agreed
upon by the Company and the collectively bargained units for 1993
as follows:
Collectively Bargained Unit Matching % Maximum
Biglerville 0% $ 0
Minden 25 200
Newark 0 0
New Johnsonville 50 400
Orange 50 1000
Rome 50 800
Southern Multiple 25 200
Tracy 0 0
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<PAGE>9
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements (continued)
Year Ended December 31, 1993
Note A-Description of Plan (continued)
Additionally, for the Orange location, the Company will make a
contribution equal to 50% of any signing bonus and/or up to two
weeks vacation pay that the participant elects to contribute to
the Plan, not to exceed the maximum amount specified by federal
tax law. The maximum Company contribution prior to August 1,
1993 for the Orange location was $800.
Investment Options
Participants may designate their contributions be made to either
of two funds as follows:
Fixed Income Fund
Current contributions to the Fixed Income Fund are invested
in the Vanguard Investment Contract Trust, a collective
trust primarily invested in investment contracts issued by
insurance companies and commercial banks. Each share of the
Vanguard Investment Contract Trust is expected to have a
constant net asset value of one dollar. Interest, which
accrues daily and compounds monthly, is credited in
additional shares. The Fixed Income Fund also is invested
in other insurance company investment contracts that were
held by the plan prior to July 1, 1993. The Fixed Income
Fund is generally considered to be a lower risk investment.
Temple-Inland Common Stock Fund
This fund is invested by the Trustee in Temple-Inland Inc.
common stock. Any dividends paid on the participants'
shares of Temple-Inland Inc. common stock will be reinvested
in additional shares. Because the Temple-Inland Common
Stock Fund consists of a single security rather than a
diversified portfolio of securities, it is generally
considered to be a high risk investment.
Vesting
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the
Company matched contributions is based on years of continuous
service. Employees are 1/3 vested after 12 months of
participation, 2/3 after 24 months and 100% after 36 months.
Upon termination, the non-vested portion of the employees'
account will be forfeited and applied to reduce the employer's
future contributions.
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<PAGE>10
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements (continued)
Year Ended December 31, 1993
Note A-Description of Plan (continued)
Withdrawals and Loans
A participant in the Plan may withdraw funds only in the case of
severe financial hardship, as defined by Internal Revenue Service
regulations. Company matched contributions and Employer profit
sharing contributions, if any, and the earnings on each may not
be withdrawn as long as the participant remains employed by the
Company. No loans to participants are permitted.
Payment of Benefits
A participant who terminates employment is able to receive the
full value of his participant account. A participant can also
receive all or part of his account based on vested status.
Additionally, a participant who has attained age fifty-nine and
one-half years may make a partial or complete withdrawal without
the requirement of having completed five or more years of service
with the Company. The normal form of distribution is a lump-sum
cash payment, however, withdrawals in the form of Temple-Inland
Inc. common stock may be made.
Administration
The Plan is administered by an officer of the Company who is
appointed by the Chairman of the Board or the President of Inland
Container Corporation. All significant costs of administering
the Plan were paid by the Plan in 1993.
Note B Summary of Accounting Policies
Investments
Investments are carried at aggregate current value with the
difference between cost and current value reflected in the
statement of changes in net assets available for benefits as net
appreciation in fair value of investments. Market value of
common stock is based upon the last sales price as reported by
the New York Stock Exchange on the last business day of the year.
The guaranteed interest contracts and short-term investments are
carried at cost which approximates current value.
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<PAGE>11
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements (continued)
Year Ended December 31, 1993
Note B-Summary of Accounting Policies (continued)
Investment Income
Dividends are recorded as income on the dividend record date.
Realized gains or losses on investment securities sold are
determined on the basis of first-in, first-out (FIFO) cost.
Note C-Plan Mergers
In the process of starting this Plan, certain assets of the Plans
identified in Note A were transferred into this new plan at their
carrying value which resulted in no realized gains or losses from
the transfer. Accordingly, the individual employees' accounts
were also transferred and merged into the new Plan. Amounts
transferred to this Plan were:
Fair Value of
Assets
Location Merger Date Transferred
New Johnsonville October 15, 1993 $ 942,798
Orange November 29, 1993 6,597,798
Rome October 15, 1993 2,118,463
$9,659,059
Note D-Investments
At December 31, 1993 the Plan has funds in guaranteed interest
contracts as follows:
Vanguard Investment Contract Trust $2,075,850
Continental Assurance Company 1,032,900
Prudential Insurance Company of America 833,034
$3,941,784
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<PAGE>12
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements (continued)
Year Ended December 31, 1993
Note D-Investments (continued)
During 1993, the Plan's investments (including investments
bought, sold, and held during the year) appreciated as follows:
Year Ended
December 31
1993
Investments at fair value as determined
by quoted market price:
Fixed Income Fund $ 16,158
Temple-Inland Common Stock Fund 1,010,841
$1,026,999
Note E-Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500:
Net assets available for benefits
per the financial statements $ 11,940,407
Amounts allocated to withdrawn
participants (43,178)
Net assets available for benefits
per the Form 5500 $ 11,897,229
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Benefits paid to participants per
the financial statements $ 3,706
Add: Amounts allocated to withdrawn
participants at December 31, 1993 43,178
Benefits paid to participants per
the Form 5500 $ 46,884
Amounts allocated to withdrawn participants are recorded on the
Form 5500 for benefit claims that have been processed and
approved for payment prior to year end but not yet paid.
-8-
<PAGE>13
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Notes to the Financial Statements (continued)
Year Ended December 31, 1993
Note F-Tax Status
The trust established under the Plan to hold the Plan's assets is
qualified pursuant to the appropriate section of the Internal
Revenue Code, and, accordingly, the trust s net investment income
is exempt from income taxes. The Plan has obtained a favorable
tax determination letter dated January 24, 1994 from the Internal
Revenue Service and the Plan sponsor believes that the Plan
continues to qualify and to operate as designed.
Note G-Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
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<PAGE>14
<TABLE>
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Schedule of Assets Held for Investment Purposes
December 31, 1993
Item 27(a)
<CAPTION>
(b) (c) (d) (e)
Description of investment
Identity of issue, including maturity date,
borrower, lessor, or rate of interest, collateral, Current
similar party par or maturity value Cost Value
<S> <C> <C> <C>
Fixed Income Fund:
Woodward Treasury Short-term investment fund
Money Market Fund $48,167 principal amount $ 48,167 $ 48,167
Vanguard Investment Vanguard variable GIC fund
Contract Trust $2,075,850 principal amount 2,075,850 2,075,850
Continental Assurance Guaranteed interest contract
Company $1,032,900 principal amount 1,032,900 1,032,900
Prudential Insurance Guaranteed interest contract
Company of America $833,034 principal amount 833,034 833,034
3,989,951 3,989,951
Temple-Inland Stock Fund:
Woodward Treasury Short-term investment fund
Money Market Fund $127,998 principal amount 127,998 127,998
Temple-Inland Inc. 150,831 shares common stock 6,619,236 7,598,112
6,747,234 7,726,110
$10,737,185 $11,716,061
</TABLE>
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<PAGE>15
<TABLE>
Inland Container Corporation Savings and Stock
Purchase Plan for Collectively Bargained Employees
Schedule of Reportable Transactions
Year ended December 31, 1993
Item 27(d)
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current
value of
asset on
Identity of party Number of Purchase Selling Cost of transaction Net gain
involved Description of asset transactions price price asset date or (loss)
Category (iii)--A series of transactions in excess of 5% of plan assets:
<S> <C> <C> <C> <C> <C> <C> <C>
NBD Woodward Treasury Money Market 77 $1,149,440 $ - $ - $1,149,440 $ -
NBD Woodward Treasury Money Market 35 - 973,275 973,275 973,275 -
Temple-Inland Inc. 13,546 shares common stock 14 616,360 - - 616,360 -
</TABLE>
(a) Information concerning "Lease Rental" and "Expense
Incurred with Transaction" has not been presented as it
is not applicable.
(b) Information concerning "Purchase or Selling Price" for
common stock transactions is presented on an average per
share basis.
(c) There were no category (i), (ii), or (iv) reportable
transactions during 1993.
(d) Current value of plan assets utilized for this schedule
is the average value of plan assets during the year.
(e) Commissions and fees related to purchases and sales of
investments are included in the cost of the investment or
the proceeds from the sale.
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<PAGE>16
EXHIBIT 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 Number 33-54388) pertaining to the Inland
Container Corporation Savings and Stock Purchase Plan for
Collectively Bargained Employees of our report dated June 21,
1994, with respect to the financial statements and schedules of
the Inland Container Corporation Savings and Stock Purchase Plan
for Collectively Bargained Employees included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ERNST & YOUNG
June 24, 1994
Indianapolis, Indiana
