As filed with the Securities and Exchange Commission on May 20, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
TEMPLE-INLAND INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1903917
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
303 South Temple Drive
P.O. Drawer N
Diboll, Texas 75941
(Address of principal executive offices, including zip code)
TEMPLE-INLAND INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
M. RICHARD WARNER, ESQ.
Temple-Inland Inc.
303 South Temple Drive
P.O. Drawer N
Diboll, Texas 75941
(409) 829-7729
(Name, address, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of Maximum Proposed Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price Fee
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par
value (1) 2,400,000 (2) $ 58.19(2) $ 139,656,000(2) $42,320.00
</TABLE>
(1) Including the related Preferred Stock Purchase Rights issued or
to be issued in the amount of one-half right per share pursuant
to the Rights Agreement, dated February 3, 1989, between Temple-
Inland Inc. and First Chicago Trust Company of New York, as
Rights Agent.
(2) Estimated in accordance with Rule 457 (c) and (h) solely for the
purpose of calculating the registration fee. The price shown is
the average of the high and low prices for shares of the
Registrant's Common Stock on May 16, 1997, on the New York Stock
Exchange.
The Index to Exhibits appears on page ___. Page 1 of ___ Pages
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the Commission ) are incorporated by reference in this
Registration Statement:
(a) The Annual Report on Form 10-K for Temple-Inland Inc.
( Temple-Inland ) for the fiscal year ended December 28, 1996;
(b) The Quarterly Report on Form 10-Q for Temple-Inland for the
fiscal quarter ended March 29, 1997;
(c) The description of the common stock, par value $1.00 per
share, of Temple-Inland (the Common Stock ), which is registered
under Section 12 of the Securities Exchange Act of 1934, as amended
(the Exchange Act ), contained in the Registration Statement on Form
8-A filed with the Commission on December 7, 1983, which incorporates
by reference the description of the Common Stock contained in the
Registration Statement on Form S-1 (No. 33-7091) under the heading
Description of Common Stock, including any amendment or report filed
for the purpose of updating such description; and
(d) All reports and other documents subsequently filed by
Temple-Inland and by the Plan pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, as of the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES. (OMITTED)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The opinion as to the validity of the shares of Common Stock, the
issuance of which is being registered hereby, is being given by M.
Richard Warner, Esq., who is the Vice President, General Counsel, and
Secretary of Temple-Inland. As of April 30, 1997, Mr. Warner was
deemed to be the beneficial owner of 46,269 shares of the Common Stock
(including options exercisable within 60 days).
The consolidated financial statements of Temple-Inland and
subsidiaries incorporated by reference in the Annual Report on Form
10-K of Temple-Inland for the year ended December 28, 1996, and the
related financial statement schedule included therein have been
audited by Ernst &
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Young LLP, independent auditors, as set forth in their reports thereon
incorporated by reference or included therein and incorporated herein
by reference. Such consolidated financial statements and schedule
are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements
(to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION.
As permitted by Section 102(b)(7) of the General Corporation Law
of the State of Delaware (the Delaware Statute ), Temple-Inland's
Certificate of Incorporation provides that no director of the
corporation shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as
a director, except for liability (i) for any breach of such director's
duty of loyalty to the corporation or its stockholders, (ii) for any
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Statute relating to certain unlawful dividends and stock
repurchases, or (iv) for any transaction from which such director
derived an improper personal benefit.
Section 145 of the Delaware Statute permits indemnification in
cases when a director or officer has been successful in defending any
claim or proceeding and permits indemnification, even if a director or
officer has not been successful, in cases when the director or officer
acted in good faith and in a manner that he reasonably believed was
in, or not opposed to, the best interest of the corporation. To be
indemnified with respect to criminal proceedings, the director or
officer must also have had no reasonable cause to believe that his
conduct was unlawful. In the case of a claim by a third party (that
is, a party other than the corporation), the Delaware Statute permits
indemnification for judgments, fines, and amounts paid in settlement,
as well as expenses. In the case of a claim by or in the right of the
corporation (including stockholder derivative suits), indemnification
under the Delaware Statute is limited to expenses, but does not cover
judgments or amounts paid in settlement, and no indemnification of
expenses is permitted if the director or officer is adjudged liable to
the corporation, unless a court determines that, despite such
adjudication, but in view of all the circumstances, such
indemnification is nonetheless proper. The Delaware Statute also
permits the advancement of expenses to directors and officers upon
receipt by the corporation of an undertaking to repay all amounts so
advanced if it is ultimately determined that the director or officer
has not met the applicable standard of conduct and is, therefore, not
entitled to be indemnified.
Article VI of Temple-Inland's By-laws generally provides that,
subject to certain limitations, each person who was or is made a party
or is threatened to be made a party to or is involved in any
threatened, pending, or completed legal action, suit or proceeding
whether civil, criminal, administrative, or investigative by reason of
the fact that he is or was a director, officer, or employee of Temple-
Inland or is or was a director, officer, or employee of Temple-Inland
or
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a direct or indirect wholly-owned subsidiary of Temple-Inland (except
Guaranty Federal Bank, F.S.B.) or is or was serving at the request of
the corporation as a director, officer, employee, or agent of any such
subsidiary or another company, consumer savings bank, partnership,
joint venture, trust, employee benefit plan, or other enterprise,
shall be indemnified and held harmless by the corporation, to the full
extent authorized by the Delaware Statute, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection therewith, provided that such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to,
the best interests of Temple-Inland (and with respect to a criminal
action, had no reason to believe his conduct was unlawful) except that
with respect to actions brought by or in the right of Temple-Inland,
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudicated to be
liable to Temple-Inland, unless and only to the extent that the
applicable court determines, upon application, that despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses. Such indemnification shall continue as to a person who
has ceased to be director, officer, employee, or agent and shall inure
to the benefit of his or her heirs, executors, and administrators.
Article VI provides that Temple-Inland may pay the expenses incurred
in defending any such proceeding in advance of its final disposition
upon delivery to Temple-Inland of an undertaking, by or on behalf of
such director, officer, employee, or agent to repay such amounts so
advanced if it shall ultimately be determined that such person is not
entitled to be indemnified under Article VI.
Both the Delaware Statute and Article VI of Temple-Inland's By-
laws specifically state that their indemnification provisions shall
not be deemed exclusive of any other indemnity rights a director may
have. Temple-Inland has entered into Indemnification Agreements with
each of its directors that are intended to assure the directors that
they will be indemnified to the fullest extent permitted by Delaware
law.
Section 145 of the Delaware Statute permits a corporation to
purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee, or agent of the corporation against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such. Under an insurance
policy maintained by Temple-Inland, Temple-Inland is insured for
certain amounts that it may be obligated to pay directors and officers
by way of indemnity, and each such director and officer is insured
against certain losses that he may incur by reason of his being a
director or officer and for which he is not indemnified by Temple-
Inland.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the Securities Act ), may be
permitted to directors, officers, or persons controlling Temple-Inland
pursuant to the foregoing provisions, Temple-Inland has been informed
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. (NOT APPLICABLE)
ITEM 8. EXHIBITS.
4.01 - Certificate of Incorporation of Temple-Inland (Exhibit
3.01)1 as amended as of May 4, 1987 (Exhibit 4.01)2,
and as of May 4, 1990 (Exhibit 4.01)3
4.02 - By-laws of Temple-Inland (Exhibit 3.02)1 as amended as
of February 6, 1987 (Exhibit 3.02)4, as of August 4,
1989 (Exhibit 4.02)5, as of February 2, 1990 (Exhibit
3.02)6, as of November 2, 1990 (Exhibit 4.02)7, and as
of May 3, 1991 8
4.03 - Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock dated
February 16, 1989 (Exhibit 4.04)9
4.04 - Rights Agreement, dated February 3, 1989, between
Temple-Inland and First Chicago Trust Company of New
York, as Rights Agent (Exhibit 4.1)10
4.05 - Form of Specimen Common Stock Certificate of Temple-
Inland (Exhibit 4.03)11
4.06 - Temple-Inland Inc. 1997 Stock Option Plan 12
5.01 - Opinion of M. Richard Warner, Esq. General Counsel of
the Registrant, as to validity of Common Stock being
registered 13
23.01- Consent of Independent Auditors (Ernst & Young LLP)13
23.02- Consent of Attorneys (M. Richard Warner, Esq.)
(included in his opinion filed as Exhibit 5.01) 13
24.01 - Power of Attorney for Directors (on signature page)
________________________
1 Incorporated by reference to the indicated Exhibit filed
with the Registration Statement No. 2-87570 on Form S-1
filed by Temple-Inland with the Commission.
2 Incorporated by reference to the indicated Exhibit filed
with the Post-Effective Amendment No. 2 to the Registration
Statement No. 2-88202 on Form S-8 filed by Temple-Inland
with the Commission.
3 Incorporated by reference to the indicated Exhibit filed
with Post-Effective Amendment No. 1 to Registration
Statement No. 33-25650 on Form S-8 filed by Temple-Inland
with the Commission.
4 Incorporated by reference to the indicated Exhibit filed
with the Annual Report on Form 10-K for the fiscal year
ended January 3, 1987, filed by Temple-Inland with the
Commission.
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<PAGE>6
5 Incorporated by reference to the indicated Exhibit filed
with Registration Statement No. 33-31004 on Form S-8 filed
by Temple-Inland with the Commission.
6 Incorporated by reference to the indicated Exhibit filed
with the Annual Report on Form 10-K for the fiscal year
ended December 30, 1989, filed by Temple-Inland with the
Commission.
7 Incorporated by reference to the indicated Exhibit filed
with the Quarterly Report on Form 10-Q for the quarter ended
September 29, 1990, filed by Temple-Inland with the
Commission.
8 Incorporated by reference to the indicated Exhibit filed
with the Registration Statement No. 33-40381 on Form S-8
filed by Temple-Inland with the Commission.
9 Incorporated by reference to the indicated Exhibit filed
with the Annual Report on Form 10-K for the fiscal year
ended December 31, 1988, filed by Temple-Inland with the
Commission.
10 Incorporated by reference to the indicated Exhibit filed
with the Current Report on Form 8-K filed by Temple-Inland
with the Commission on February 16, 1989.
11 Incorporated by reference to the indicated Exhibit filed
with Registration Statement No. 33-27286 on Form S-8 filed
by Temple-Inland with the Commission.
12 Incorporated by reference to the indicated Appendix filed
with the Definitive Proxy Statement of Temple-Inland related
to the Annual Meeting of Stockholders held May 2, 1997.
13 Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
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<PAGE> 7
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered that
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Diboll, State
of Texas, on May 20, 1997.
TEMPLE-INLAND INC.
(Registrant)
By: /s/ Clifford J. Grum
Clifford J. Grum
Chairman of the Board and
Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and
appoints M. Richard Warner and David H. Dolben and each of them, as
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his name,
place and stead, in any and all capacities, to sign any or all further
amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
behalf of the registrant and in the capacities and on the datesindicated.
Signature Capacity Date
/s/ Clifford J. Grum Director, Chairman of the May 20, 1997
Clifford J. Grum Board and Chief
Executive Officer
/s/Kenneth M. Jastrow, II Chief Financial Officer May 20, 1997
Kenneth M. Jastrow, II
/s/ David H. Dolben Vice President (Chief May 20, 1997
David H. Dolben Accounting Officer)
/s/ Paul M. Anderson Director May 20, 1997
Paul M. Anderson
/s/ Robert Cizik Director May 20, 1997
Robert Cizik
/s/ Anthony M. Frank Director May 20, 1997
Anthony M. Frank
/s/ William B. Howes Director May 20, 1997
William B. Howes
/s/ Bobby R. Inman Director May 20, 1997
Bobby R. Inman
/s/ Herbert A. Sklenar Director May 20, 1997
Herbert A. Sklenar
/s/ Walter P. Stern Director May 20, 1997
Walter P. Stern
/s/ Arthur Temple III Director May 20, 1997
Arthur Temple III
/s/ Charlotte Temple Director May 20, 1997
Charlotte Temple
/s/ Larry Temple Director May 20, 1997
Larry Temple
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<PAGE> 9
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
5.01 Opinion of M. Richard Warner
23.01 Consent of Independent Auditors
(Ernst & Young LLP)
23.02 Consent of Attorney (included in
the opinion filed as Exhibit 5.01)
24.01 Power of Attorney for Directors
(on signature page)
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Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
Experts in the Registration Statement (Form S-8) for the
registration of 2,400,000 shares of its common stock pertaining
to the Temple-Inland Inc. 1997 Stock Option Plan and to the
incorporation by reference therein of our reports dated January
31, 1997, with respect to the consolidated financial statements
of Temple-Inland Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 28, 1996, and the
related financial statement schedule included therein, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 16, 1997
TEMPLE-INLAND INC. M. RICHARD WARNER
Vice President
General Counsel and Secretary
Drawer N
Diboll, Texas 75941
409-829-7729
May 20, 1997
Temple-Inland Inc.
303 South Temple Drive
Diboll, Texas 75941
Re: Registration Statement on Form S-8 for the
Temple-Inland Inc. 1997 Stock Option Plan
Gentlemen:
I am General Counsel of Temple-Inland Inc. , a Delaware
corporation (the Company ). This opinion is being furnished to
you in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on
Form S-8 (the Registration Statement ) relating to 2,400,000
shares (the Shares ) of the Common Stock, par value $1.00 per
share, of the Company (the Common Stock ) issuable pursuant to
the Temple-Inland Inc. 1997 Stock Option Plan (the Plan ), as
more fully described in the Registration Statement. As counsel
for the Company, I have examined corporate proceedings taken by
the Company, the Certificate of Incorporation, and Bylaws of the
Company and its subsidiaries, and such other documents as I have
deemed necessary and relevant as a basis for this opinion.
I am admitted to practice law only in the State of Texas,
and I express no opinion as to the laws of any other jurisdiction
other than the General Corporation Law of the State of Delaware
and the laws of the United States of America.
Based upon the foregoing, I am of the opinion that any
Shares when issued and sold by the Company upon exercise of
options granted in accordance with the Registration Statement and
the Plan and upon receipt by the Company of the consideration
therefor in accordance with the Plan, will be duly authorized,
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this Opinion with the
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ M. Richard Warner
M. Richard Warner
MRW:dgd
