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: 33-32124
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 Hourly Employees
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 HOURLY 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 Hourly Employees
December 31, 1993 and 1992
with Report of Independent Auditors
<PAGE>4
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Audited Financial Statements and Schedules
December 31, 1993 and 1992
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 4
Notes to the Financial Statements 6
Schedules
Schedule of Assets Held for Investment Purposes 13
Schedule of Reportable Transactions 14
<PAGE>5
REPORT OF INDEPENDENT AUDITORS
Plan Administrator
Inland Container Corporation Savings
and Stock Purchase Plan for Hourly Employees
We have audited the accompanying statements of net assets available for
benefits, with fund information of Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees (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 years 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 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 years then ended, 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
June 20, 1994
Indianapolis, Indiana
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<PAGE>6
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Statements of Net Assets Available for Benefits, With Fund Information
<CAPTION>
December 31, 1993 Fund Information
Temple-
Inland Fixed U.S.
Common Income Equity Treasury Index Loan
Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments (Note C):
At fair value
Temple-Inland Inc. common stock $4,385,464 $ - $ - $ - $ - $ - $4,385,464
Guaranteed interest contracts - 2,383,476 - - - - 2,383,476
Equity mutual fund - - 582,223 170,294 168,042 - 920,559
Participant loans - - - - - 542,966 542,966
Total investments 4,385,464 2,383,476 582,223 170,294 168,042 542,966 8,232,465
Receivables:
Employers contribution 107,351 - - - - - 107,351
Participants contribution 60,636 57,012 37,816 13,155 26,603 - 195,222
Loan repayments 5,464 6,346 3,024 556 2,181 - 17,571
Total receivables 173,451 63,358 40,840 13,711 28,784 - 320,144
Net assets available for benefits $4,558,915 $2,446,834 $623,063 $184,005 $196,826 $542,966 $8,552,609
</TABLE>
See accompanying notes.
-2-
<PAGE>7
<TABLE>
Inland Container Corporation
Stock Purchase Plan for Hourly Employees
Statements of Net Assets Available for Benefits, With Fund Information
<CAPTION>
December 31, 1992 Fund Information
Temple-
Inland
Common Fixed Income Equity
Stock Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments (Note C):
At fair value
Temple-Inland Inc. common stock $2,972,838 $ - $ - $2,972,838
Guaranteed interest contracts - 1,105,669 - 1,105,669
Equity interest in Temple-Inland Forest
Products Corporation Master Trust - 721,818 - 721,818
Equity mutual fund - - 179,767 179,767
Short-term investments 17,443 5,000 2,500 24,943
Total investments 2,990,281 1,832,487 182,267 5,005,035
Receivables:
Employers contribution 50,545 - - 50,545
Participants contribution 25,025 42,288 5,181 72,494
Interest receivable 79 8,149 6 8,234
Total receivables 75,649 50,437 5,187 131,273
Total assets 3,065,930 1,882,924 187,454 5,136,308
Liabilities
Accrued administrative expenses - 1,177 - 1,177
Net assets available for benefits $3,065,930 $1,881,747 $187,454 $5,135,131
</TABLE>
See accompanying notes.
-3-
<PAGE>8
<TABLE>
Inland Container Corporation
Stock Purchase Plan for Hourly Employees
Statements of Changes in Net Assets Available for Benefits, With Fund Information
<CAPTION>
Year Ended December 31, 1993 Fund Information
Temple-
Inland Fixed U.S.
Common Income Equity Treasury Index Loan
Stock Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair $ 58,717 $ 34,484 $ 4,755 $ (7,766) $ 1,952 $ - $ 92,142
value of investments (Note C)
Realized gain/loss (1,159) (2,097) 30,785 31 119 - 27,679
Interest - 139,681 - 9,758 - 5,913 155,352
Dividends 81,997 213 17,290 - 2,288 - 101,788
Loan repayments 12,520 13,671 6,203 1,192 4,836 (38,422) -
Miscellaneous income - 12,326 - - - - 12,326
Equity in earnings of Temple-Inland
Forest Products Master Trust - 10,706 - - - - 10,706
152,075 208,984 59,033 3,215 9,195 (32,509) 399,993
Contributions:
Employee 620,773 672,579 270,109 73,949 152,165 - 1,789,575
Employers 996,793 - - - - - 996,793
1,617,566 672,579 270,109 73,949 152,165 - 2,786,368
Total additions 1,769,641 881,563 329,142 77,164 161,360 (32,509) 3,186,361
Deductions from net assets attributed to:
Administrative expenses 9,937 9,148 2,527 - - - 21,612
Benefits paid to participants 127,252 255,278 3,904 638 1,358 1,100 389,530
Total deductions 137,189 264,426 6,431 638 1,358 1,100 411,242
Net increase prior to transfers 1,632,452 617,137 322,711 76,526 160,002 (33,609) 2,775,219
Interfund transfers (213,909) (390,631) 21,310 1,342 5,313 576,575 -
Transfers in from merging plan (Note E) 74,442 338,581 91,588 106,137 31,511 - 642,259
Net increase 1,492,985 565,087 435,609 184,005 196,826 542,966 3,417,478
Net assets available for benefits:
Beginning of year 3,065,930 1,881,747 187,454 - - - 5,135,131
End of year $4,558,915 $2,446,834 $623,063 $184,005 $196,826 $542,966 $8,552,609
</TABLE>
See accompanying notes.
-4-
<PAGE>9
<TABLE>
Inland Container Corporation
Stock Purchase Plan for Hourly Employees
Statements of Changes in Net Assets Available for Benefits, With Fund Information
<CAPTION>
Year Ended December 31, 1992 Fund Information
Temple-
Inland
Common Fixed Income Equity
Stock Fund Fund Fund Total
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value
of investments (Note C) $(2,176) $ - 8,671 $6,495
Interest 1,026 95,398 39 96,463
Dividends 45,798 - 9,952 55,750
Equity in earnings of Temple-Inland
Forest Products Master Trust - 15,987 - 15,987
44,648 111,385 18,662 174,695
Contributions:
Employee 402,866 746,366 102,616 1,251,848
Employers 799,758 - - 799,758
1,202,624 746,366 102,616 2,051,606
Total additions 1,247,272 857,751 121,278 2,226,301
Deductions from net assets attributed to:
Administrative expenses 13 1,268 119 1,400
Benefits paid to participants 48,851 62,705 4,429 115,985
Total deductions 48,864 63,973 4,458 117,385
Net increase prior to interfund transfers 1,198,408 793,778 116,730 2,108,916
Interfund transfers (net) 66,460 (73,555) 7,095 -
Net increase 1,264,868 720,223 123,825 2,108,916
Net assets available for benefits:
Beginning of year 1,801,062 1,161,524 63,629 3,026,215
End of year $3,065,930 $1,881,747 $187,454 $5,135,131
</TABLE>
See accompanying notes.
-5-
<PAGE>10
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements
Years Ended December 31, 1993 and 1992
Note A-Description of Plan
The following description of the Inland Container Corporation
Savings and Stock Purchase Plan for Hourly Employees (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, 1990.
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 non-union hourly employees who
have been employed for one or more years by the Company or its
participating subsidiaries (the employers), may participate, with
participation in the Plan being voluntary.
Contributions
Voluntary employee contributions to the Plan are made through
periodic payroll deductions at a rate of 1% to 16% of the
participant's base compensation (as defined by the Plan), not to
exceed the maximum amount specified by federal tax law.
Employees are permitted to make voluntary non-deductible
contributions to the Plan in addition to, or in lieu of
deductible contributions, limited to 16% of the participant's
compensation in each Plan year. The Company's contribution is an
amount equal to 100% of the participant's contributions not to
exceed 3% of the participant's compensation in such payroll
period, plus an amount equal to 50% of the contributions made in
excess of 3% limited to 6% of the participant's compensation in
such payroll period. The Company's contribution will be limited
to $2,500 per participant in each Plan year.
Investment Options
Beginning July 1, 1993, participants may designate their
contributions be made to any of five funds:
Temple-Inland Common Stock Fund - Funds are invested in
Temple-Inland Common Stock. Dividends paid to the
Fund are used to purchase more shares of Temple-Inland
Common Stock. All matching Employer Contributions,
when made, are always invested in this Fund.
-6-
<PAGE>11
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note A Description of Plan (continued)
Fixed Income Fund - Funds are invested in the Vanguard
Investment Contract Trust, a collective trust invested
primarily in investment contracts issued by insurance
companies and commercial banks.
Equity Fund - Funds are invested in the Vanguard
Windsor Fund, a managed mutual fund that seeks to
provide long-term growth of capital and income by
investing primarily in selected common stocks.
U.S. Treasury Fund - Funds are invested in the Vanguard
Intermediate-Term U.S. Treasury Portfolio, a mutual
fund that seeks to provide a durable stream of income
by investing at least eighty-five percent (85%) of its
assets in U.S. Treasury bonds of maturities in the
range of five (5) to fifteen (15) years.
Index Fund - Funds are invested in the Vanguard S & P
500 Index Trust. The objective of the S & P Index
Trust is to match the investment performance of the
Standard & Poor s 500 market index, a widely recognized
market index emphasizing large-capitalization stocks.
The Loan Fund is available only for transfers from the other
funds.
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. Participant's 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 employers' account
will be forfeited and applied to reduce the employers' future
contributions.
Withdrawals
A participant in the Plan may withdraw funds only in the case of
severe financial hardship, as defined by Internal Revenue Service
regulations and only once in a 12-month period. Withdrawals are
first taken proportionately from the Fixed Income and Equity
Funds with all amounts from these funds being required to be
exhausted before any withdrawals from the Temple-Inland Common
Stock Fund can occur. A participant may withdraw funds
-7-
<PAGE>12
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note A-Description of Plan (continued)
from non-deductible contribution participant accounts once in a
12-month period. After 60 months of participation, participants
may withdraw the vested portion of the employers' account
(employers' contributions). Prior thereto, participants cannot
withdraw the last 24 months of employers' contributions.
Participants, when withdrawing, must suspend future contributions
to the Plan; the length of suspension period is determined by a
schedule and is dependent on the type of withdrawals made
(deductible or non-deductible).
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 the employer s account based on vested
status. However, a participant who has attained the age of
fifty-nine and one-half years can 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.
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 are paid by the Plan.
Note B Summary of Accounting Policies
Investments
Common stock is carried at aggregate current value with the net
change in realized and unrealized appreciation (depreciation)
reflected in the statements of changes in net assets available
for benefits. Current 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. Current value of the equity
mutual fund is based upon the last net asset value per share as
reported by the National Association of Securities Dealers on the
last business day of the year. The guaranteed interest contract
and short-term investments are carried at cost which approximates
current value.
-8-
<PAGE>13
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note B-Summary of Accounting Policies (continued)
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 the Fixed
Income 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.
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. The
net change in realized and unrealized appreciation (depreciation)
of investments is reflected in the statements of changes in net
assets available for benefits.
Reclassification
Certain 1992 amounts have been reclassified to conform to the
presentation of the 1993 financial statements.
Note C-Investments
The Plan s investments (including investments bought, sold and
held during the year) appreciated (depreciated) in value as
follows:
Year Ended December 31
1993 1992
Investments at fair value as
determined by quoted market price:
Temple-Inland Inc. Common Stock Fund $ 57,558 $(2,176)
Fixed Income Fund 32,387 -
Equity Fund 35,540 8,671
U.S. Treasury Fund (7,735) -
Index Fund 2,071 -
Net change in fair value $119,821 $ 6,495
-9-
<PAGE>14
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note C-Investments (continued)
Guaranteed Investment Contracts
At December 31, 1993 and 1992 the Plan had funds in guaranteed
interest contracts in the following amounts:
December 31
1993 1992
Continental Assurance Company $ 410,011 $ 438,557
Prudential Insurance Company of America 627,466 667,112
Vanguard Investment Contract Trust 1,331,171 -
Fidelity Bankers Life Insurance Company 14,828 -
$2,383,476 $1,105,669
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 year 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
4.12% in 1992.
-10-
<PAGE>15
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note C-Investments (continued)
The Trust was liquidated April 1, 1993 and the Plan's
proportionate interest was transferred to the Vanguard Investment
Contract Trust.
Note D 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:
December 31
1993 1992
Net assets available for benefits per
the financial statements $8,552,609 $5,135,131
Amounts allocated to withdrawn
participants (2,103) (32,301)
Net assets available for benefits per
the Form 5500 $8,550,506 $5,102,830
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year Ended December 31
1993 1992
Benefits paid to participants per
the financial statements $389,530 $115,985
Amounts allocated to withdrawn
participants at December 31, 1993 2,103 -
Amounts allocated to withdrawn
participants at December 31, 1992 (32,301) 32,301
Benefits paid to participants per
the Form 5500 $359,332 $148,286
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.
-11-
<PAGE>16
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Notes to the Financial Statements (continued)
Years Ended December 31, 1993 and 1992
Note E-Plan Merger
Effective July 1, 1993, the portion of the Pakway Profit Sharing
and Savings Plan which related to Pakway s salaried employees was
merged into the Plan, which provides benefits to participants in
the former plan. This merger resulted in no loss of assets or
benefits to the participants. Additional information pertaining
to this merger and all provisions of the Inland Container
employee benefit plans are available from the Plan Sponsor.
Note F-Plan Termination
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.
Note G-Tax Status
Although an application has been submitted to the Internal
Revenue Service requesting a determination letter regarding the
Plan's tax status, a reply has not yet been received. 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. Participants
are not subject to federal income tax until contributed amounts
and earnings are distributed to them.
-12-
<PAGE>17
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Schedule of Assets Held for Investment Purposes
December 31, 1993
Item 27(a)
<CAPTION>
(b) (c) (d) (e)
Description of Investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par or maturity value Cost Value
<S> <C> <C> <C>
Temple-Inland Common Stock Fund
Temple-Inland Common Stock Fund Company stock fund invested
primarily in Temple-Inland common
stock (392,260 units which
approximates 86,658 shares common
stock) $3,890,054 $4,385,464
Fixed Income Fund
Continental Assurance Company Guaranteed interest contract,
$410,011 principal amount 410,011 410,011
Prudential Insurance Company of Guaranteed interest contract,
America $627,466 principal amount 627,466 627,466
Vanguard Investment Contract Collective trust invested primarily
Trust in investment contracts, $1,331,171
principal amount 1,331,171 1,331,171
Fidelity Bankers Life Insurance Deferred annuity contract, $14,828
Company principal amount 14,828 14,828
2,383,476 2,383,476
Equity Fund
Vanguard Windsor Fund Equity mutual fund, 41,856 shares 595,875 582,223
U.S. Treasury Fund
Vanguard Intermediate Term U.S. U.S. Treasury mutual fund, 15,901
Treasury Portfolio shares 178,061 170,294
Index Fund
Vanguard S&P 500 Index Trust Index fund, 3,834 shares 166,089 168,042
Loan Fund
Participant Loans Participant loans with interest
rates ranging from 7.5-8.75% 542,966 542,966
$7,756,521 $8,232,465
</TABLE>
-13-
<PAGE>18
<TABLE>
Inland Container Corporation Savings and
Stock Purchase Plan for Hourly Employees
Schedule of Reportable Transactions
Year ended December 31, 1993
Item 27(d)
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Description of Asset Current Value
(include interest rate of Assets on
and maturity in case of Number of Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved a loan) Transactions Price Price Asset Sold Date or (Loss)
Category (iii)--A series of transactions in excess of 5% of plan assets:
<S> <C> <C> <C> <C> <C> <C> <C>
INB National Bank Woodward treasury fund,
$256,856 principal amount 7 256,856 - - 256,856 -
Continental Assurance Co. Guaranteed interest contract 59 - 457,015 457,015 - -
The Prudential Insurance Guaranteed interest contract 58 - 695,660 695,660 - -
Co. of America
INB National Bank Woodward treasury fund,
$261,856 principal amount 6 - 261,856 261,856 - -
INB National Bank Temple-Inland Inc. common
stock, 14,507 shares 9 677,528 - - 677,528 -
INB National Bank Woodward treasury fund,
$741,493 principal amount 6 741,493 - - 741,493 -
INB National Bank Woodward treasury fund,
$759,220 principal amount 7 - 759,220 759,220 - -
INB National Bank Temple-Inland Inc. common
stock, 72,232 shares 105 - 3,193,638 3,193,638 - -
Vanguard Temple-Inland Inc. common
stock, 82,564.510 units 30 875,471 - - 875,471 -
Vanguard Guaranteed interest contract 63 442,991 - - 442,991 -
Vanguard Windsor Fund 33 287,475 - - 287,475 -
</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) Commissions and fees related to purchases and sales of
investments are included in the cost of the investment or
the proceeds from the sale.
-14-
<PAGE>19
EXHIBIT 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 Number 33-32124) pertaining to the Inland
Container Corporation Savings and Stock Purchase Plan for Hourly
Employees of our report dated June 20, 1994, with respect to the
financial statements and schedules of the Inland Container
Corporation Savings and Stock Purchase Plan for Hourly Employees
included in this Annual Report (Form 11-K) for the year ended
December 31, 1993.
/s/ ERNST & YOUNG
June 24, 1994
Indianapolis, Indiana
