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: 33-48034
A. Full title of the plan and address of the plan, if
different from that of the issuer named below:
El Morro Corrugated Box Corporation
Savings and Investment Plan
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.
EL MORRO CORRUGATED BOX
COPORATION SAVINGS AND
INVESTMENT PLAN
By: Inland Container
Corporation,
Plan Administrator
By: /s/ Frank F. Hirschman
DATE: June 29, 1994
<PAGE>3
Audited Financial Statements and Schedules
El Morro Corrugated Box Corporation
Savings and Investment Plan
December 31, 1993 and 1992
with Report of Independent Auditors
El Morro Corrugated Box Corporation
Savings and Investment Plan
Audited Financial Statements and Schedules
December 31, 1993 and 1992
<PAGE>4
Contents
Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits,
With Fund Information 2
Statements 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 9
Schedule of Reportable Transactions 10
<PAGE>5
Report of Independent Auditors
Plan Administrator
El Morro Corrugated Box Corporation
Savings and Investment Plan
We have audited the accompanying statements of net assets
available for benefits, with fund information of El Morro
Corrugated Box Corporation Savings and Investment Plan (the Plan)
as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits, with fund
information for the year ended December 31, 1993 and the five-
month period ended December 31, 1992. 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 audits.
We conducted our audits 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 audits provide 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 1992,
and the changes in its net assets available for benefits for the
year ended December 31, 1993 and the five-month period ended
December 31, 1992, in conformity with generally accepted
accounting principles.
Our audits were 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
1993 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the 1993 financial
statements taken as a whole.
/s/ Ernst & Young
May 17, 1994
Indianapolis, Indiana
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<PAGE>6
El Morro Corrugated Box Corporation
Savings and Investment Plan
<TABLE>
Statements of Net Assets Available for Benefits, With Fund Information
<CAPTION>
December 31, 1993 December 31, 1992
Fund Information Fund Information
Fund A Fund B Total Fund A Fund B Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
At fair value (Notes C and D)
Temple-Inland Inc. common stock $ - $158,178 $158,178 $ - $39,604 $39,604
Equity interest in Temple-Inland Forest
Products Corporation Master Trust - - - 25,157 - 25,157
Vanguard Variable GIC Fund 125,934 - 125,934 - - -
Short-term investments - 11,197 11,197 - 1,141 1,141
Total investments 125,934 169,375 295,309 25,157 40,745 65,902
Receivables:
Employer's contribution - 19,487 19,487 - 12,145 12,145
Participants' contribution 19,522 5,653 25,175 11,309 4,269 15,578
Interest receivable - 1 1 11 8 19
Transfers receivable from (due to)
other funds (11,384) 11,384 - - - -
Total receivables 8,138 36,525 44,663 11,320 16,422 27,742
Cash 1 1 2 - 1 1
Net assets available for benefits $134,073 $205,901 $339,974 $36,477 $57,168 $93,645
</TABLE>
See accompanying notes.
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<PAGE>7
<TABLE>
El Morro Corrugated Box Corporation
Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits, With Fund Information
<CAPTION>
Five-Month Period Ended
Year Ended December 31, 1993 December 31, 1992
Fund Information Fund Information
Fund A Fund B Total Fund A Fund B Total
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of
investments (Note C) $ - $ 9,269 $ 9,269 $ - $ 1,267 $ 1,267
Interest 100 257 357 30 38 68
Dividends 3,790 2,163 5,953 - 143 143
Equity in earnings of Temple-Inland
Forest Products Corporation Master
Trust (Note C) 518 - 518 191 - 191
4,408 11,689 16,097 221 1,448 1,669
Contributions:
Participants 93,501 36,579 130,080 36,256 15,410 51,666
Employer - 100,465 100,465 - 40,310 40,310
93,501 137,044 230,545 36,256 55,720 91,976
Total additions 97,909 148,733 246,642 36,477 57,168 93,645
Deductions from net assets attributed to:
Benefits paid to participants 313 - 313 - - -
Total deductions 313 - 313 - - -
Net increase 97,596 148,733 246,329 36,477 57,168 93,645
Net assets available for benefits:
Beginning of period 36,477 57,168 93,645 - - -
End of period $134,073 $205,901 $339,974 $36,477 $57,168 $93,645
</TABLE>
See accompanying notes.
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<PAGE>8
El Morro Corrugated Box Corporation
Savings and Investment Plan
Notes to the Financial Statements
Year Ended December 31, 1993 and Five-Month
Period Ended December 31, 1992
Note A Description of Plan
The following description of the El Morro Corrugated Box
Corporation Savings and Investment Plan (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 El Morro Corrugated Box Corporation and
Inland Paper Company, Inc. (collectively, the Company), wholly-
owned subsidiaries of Inland Container Corporation, which in turn
is a wholly-owned subsidiary of Temple-Inland Inc., approved the
formation of the Plan effective August 1, 1992. The Plan allows
any non-union employee who is employed by El Morro Corrugated Box
Corporation or Inland Paper Company, Inc. at its plants and
warehouses in Vega Alta, Puerto Rico to become a participant as
of any enrollment date occurring on or after completing one year
of employment with the Company during which the employee was
credited with at least one thousand hours of work. Participation
in the Plan is entirely voluntary.
Contributions
Voluntary before-tax or after-tax employee contributions can be
made to the Plan through periodic payroll reductions at a rate of
1% to a maximum of 6% of the participant s Plan year compensation
(as defined by the Plan). Before-tax contributions are not to
exceed the maximum amount specified by federal and Puerto Rico
tax laws.
The Company will contribute one dollar for every dollar of the
first 3% of the participant s compensation and fifty cents for
every dollar of the next 3% of compensation the participant
elects to contribute under the Plan. The Company s contribution
is limited to $2,500 per participant in each Plan year, and no
Company contribution will be made on the participants after-tax
contributions that exceed their pre-tax contributions.
Investment Options
Participants may designate their contributions be made to either
of three funds: Fund A (a fixed rate fund), Fund B (Temple-
Inland, Inc. common stock) or Fund C (an equity fund).
Contributions by the Company are invested only in Fund B.
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<PAGE>9
El Morro Corrugated Box Corporation
Savings and Investment Plan
Notes to the Financial Statements (continued)
Year Ended December 31, 1993 and Five-Month
Period Ended December 31, 1992
Note A Description of Plan (continued)
Vesting
Participants are immediately vested as to 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 nonvested portion of the employer s account
will be forfeited and applied to reduce the employer's future
contributions.
Payment of Benefits
Participants may not withdraw before-tax contributions prior to
reaching age 59 1/2. They may, however, withdraw from after-tax
participant and vested employer accounts as of any valuation date
(as defined by the Plan) once in a 12 month period. After 60
months of participation, participants may withdraw all of the
employers' contributions. Prior thereto participants cannot
withdraw the last 24 months of employers' contributions.
Participants, when withdrawing, must suspend future contributions
to the Plan for a period of 12 consecutive months from the date
of withdrawal. Any withdrawals will be taken proportionately
from Fund A and Fund C, exhausting all amounts therein before any
amounts are taken from Fund B.
A participant in the Plan may also withdraw funds in the case of
severe financial hardship as defined by Internal Revenue Service
regulations, subject to similar restrictions as described above.
No loans to participants are permitted by the Plan.
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 the employer's account based on vested
status. The normal form of distribution is a lump-sum cash
payment.
Expenses
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 Company in 1993 and 1992.
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<PAGE>10
El Morro Corrugated Box Corporation
Savings and Investment Plan
Notes to the Financial Statements (continued)
Year Ended December 31, 1993 and Five-Month
Period Ended December 31, 1992
Note B Summary of Accounting Policies
Investments: Common stock is 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
unrealized appreciation (depreciation) of common stock. 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 short-term investments are carried at cost
which approximates current value.
The Plan's equity in the Temple-Inland Forest Products
Corporation Master Trust is based on a percentage allocation of
the aggregate current value of the Trust s assets. The Plan's
equity in the earnings of the Trust is based on a percentage
allocation of the Trust's investment income, realized and
unrealized appreciation (depreciation) and administrative
expenses. The Temple-Inland Forest Products Corporation Master
Trust was established as an investment vehicle for Fund A (fixed
rate fund) and comprises the assets of twelve defined
contribution plans, each of which has an interest in the Trust as
determined in accordance with the Temple-Inland Forest Products
Corporation Master Trust Agreement. The plans individually
represent employees of a specific geographical or operating
location of Temple-Inland Inc. (see Note D).
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 Investments
The Plan's investments (including investments bought, sold, and
held during the year) appreciated in value as follows:
Five-month
Year Ended period ended
December 31, December 31,
1993 1992
Investments at Fair Value as
Determined by
Quoted Market Price
Temple-Inland Inc.:
Common Stock Fund $9,269 $1,267
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<PAGE>11
El Morro Corrugated Box Corporation
Savings and Investment Plan
Notes to the Financial Statements (continued)
Year Ended December 31, 1993 and Five-Month
Period Ended December 31, 1992
Note C Investments (continued)
Temple-Inland Forest Products Corporation Master Trust
Net assets of the Temple-Inland Forest Products Corporation
Master Trust (reported at current value) are comprised of the
following as of December 31, 1992:
Fixed income securities $ 7,607,979
Cash equivalents 9,892,064
$17,500,043
The investment committee has engaged an investment management
firm to monitor the Trust's entire portfolio and to initiate
purchase and sale decisions.
Results of the Trust's operations for the plan period of 1992
were as follows:
Investment income $ 614,981
Net realized and unrealized
(depreciation) on investments (105,810)
$ 509,171
The Plan's proportionate interest in the Trust's net assets was
.14% in 1992.
The Trust was liquidated April 1, 1993, and the Plan's
proportionate interest was transferred to Vanguard.
Note D Tax Status
Applications have been submitted to the Internal Revenue Service
and the Puerto Rico Treasury Department requesting determination
letters regarding the Plan's tax status. A determination letter
was received from the Puerto Rico Treasury Department stating
that the Plan does qualify as defined by Sections 165(a) and
165(e) of the Puerto Rico Income Tax Act. Although no letter has
yet been received from the Internal Revenue Service, it is
anticipated the Plan will qualify as defined by Sections 401(a)
and 401(k) of the Internal Revenue Code and will therefore, not
be subject to tax using present income tax laws. Participant's
are not subject to federal income tax until contributed amounts
and earnings are distributed to them.
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<PAGE>12
El Morro Corrugated Box Corporation
Savings and Investment Plan
Notes to the Financial Statements (continued)
Year Ended December 31, 1993 and Five-Month
Period Ended December 31, 1992
Note E Plan Termination
Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan. In the event the Plan is
terminated, each participant's account shall be nonforfeitable
with respect to both the participant's and the employer's
contributions, and the net assets are to be set aside for the
payment of withdrawals to the participants.
-8-
<PAGE>13
<TABLE>
El Morro Corrugated Box Corporation
Savings and Investment Plan
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, rate
borrower, lessor, or of interest, collateral,par or Current
similar party maturity value Cost Value
<S> <C> <C> <C>
Fund A
Vanguard Mutual Fund Vanguard variable GIC fund
$125,934 principal amount $125,934 $125,934
Fund B
Woodward Treasury Short-term investment fund
Money Market Fund $11,197 principal amount 11,197 11,197
Temple-Inland Inc.<F1> 3,140 shares common stock 147,641 158,178
158,838 169,375
$284,772 $295,309
<FN>
<F1> Indicates party-in-interest to the Plan.
</FN>
</TABLE>
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<PAGE>14
<TABLE>
El Morro Corrugated Box Corporation
Savings and Investment Plan
Schedule of Reportable Transactions
Year ended December 31, 1993
Item 27(d)
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current value of
Number of Purchase Selling Cost of asset on Net gain
Identity of party involved Description of asset transactions price price asset transaction date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Category (i)--A single transaction in excess of 5% of plan assets:
Temple-Inland Inc. 327 shares common stock 1 $ 16,603 $ - $ - $ 16,603 $ -
Temple-Inland Inc. 175 shares common stock 1 8,995 - - 8,995 -
Temple-Inland Inc. 548 shares common stock 1 25,633 - - 25,633 -
Temple-Inland Inc. 301 shares common stock 1 12,913 - - 12,913 -
Temple-Inland Inc. 1,020 shares common stock 1 45,161 - - 45,161 -
INB/NBD National Bank Woodward Treas. MMF - A 2 11,319 - - 11,319 -
INB/NBD National Bank Woodward Treas. MMF - A 1 - 11,319 11,319 - -
INB/NBD National Bank Woodward Treas. MMF - A 2 6,078 - - 6,078 -
INB/NBD National Bank Woodward Treas. MMF - A 1 - 6,091 6,091 - -
INB/NBD National Bank Woodward Treas. MMF - A 1 6,960 - - 6,960 -
INB/NBD National Bank Woodward Treas. MMF - A 5 6,894 - - 6,894 -
INB/NBD National Bank Woodward Treas. MMF - A 2 - 6,967 6,967 - -
INB/NBD National Bank Woodward Treas. MMF - A 4 19,680 - - 19,680 -
INB/NBD National Bank Woodward Treas. MMF - A 1 - 26,542 26,542 - -
INB/NBD National Bank Woodward Treas. MMF - B 1 16,422 - - 16,422 -
INB/NBD National Bank Woodward Treas. MMF - B 1 - 16,603 16,603 - -
INB/NBD National Bank Woodward Treas. MMF - B 2 9,049 - - 9,049 -
INB/NBD National Bank Woodward Treas. MMF - B 1 - 8,995 8,995 - -
INB/NBD National Bank Woodward Treas. MMF - B 1 24,239 - - 24,239 -
INB/NBD National Bank Woodward Treas. MMF - B 1 - 25,579 25,579 - -
INB/NBD National Bank Woodward Treas. MMF - B 2 11,310 - - 11,310 -
INB/NBD National Bank Woodward Treas. MMF - B 2 10,680 - - 10,680 -
INB/NBD National Bank Woodward Treas. MMF - B 5 23,413 - - 23,413 -
INB/NBD National Bank Woodward Treas. MMF - B 2 - 45,290 45,290 - -
INB/NBD National Bank Woodward Treas. MMF - B 4 9,570 - - 9,570 -
</TABLE>
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<PAGE>15
<TABLE>
El Morro Corrugated Box Corporation
Savings and Investment Plan
Schedule of Reportable Transactions (continued)
Item 27(d)
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current value of
Number of Purchase Selling Cost of asset on Net gain
Identity of party involved Description of asset transactions price price asset transaction date or (loss)
<S> <C> <C> <C> <C> <C> <C> <C>
Category (iii)--A series of transactions in excess of 5% of plan assets:
INB National Bank Woodward Treas. MMF - A 50 157,502 - - 157,502 -
INB National Bank Woodward Treas. MMF - B 13 - 147,446 147,446 147,446 -
Temple-Inland Inc. 2,371 shares common stock 5 109,305 - - 109,305 -
</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 (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 33-48034) pertaining to the El Morro
Corrugated Box Corporation Savings and Investment Plan of our
report dated May 17, 1994, with respect to the financial
statements and schedules of the El Morro Corrugated Box
Corporation Savings and Investment Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
June 24, 1994
Indianapolis, Indiana
