SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 19, 1999
TEMPLE-INLAND INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-08634 75-1903917
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
303 South Temple Drive
Diboll, Texas 75941
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(409) 829-5511
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 5, 1999, the Board of Directors of Temple-Inland
Inc. (the "Company") approved the extension of the benefits
afforded by the Company's existing stockholder rights plan. The
extension of the rights plan was effected by adopting a new
stockholder rights plan to take effect upon the expiration (or
earlier termination) of the existing rights plan. In accordance
with the plan, new stock purchase rights will be distributed to
the holders of record of the Company's common stock at the time
the existing rights plan terminates. The rights plan, as
extended, will expire in 2009.
As with stockholder rights plans generally, the Company's
rights plan, as extended, is designed to enable the Company's
Board of Directors to protect stockholder interests in the event
of an unsolicited attempt to acquire the Company. The Company
believes that coercive and inadequate takeover attempts continue
to present risks to both short-term and long-term stockholder
interests and, accordingly, are not in the best interests of the
Company and its stockholders. The extension of the Company's
existing rights plan is designed to enable the Company's Board of
Directors to continue to act effectively in protecting
stockholder values upon the expiration of the current plan. The
rights plan, as extended, is not aimed at preventing a takeover,
but rather at better ensuring that any potential acquirer
negotiates with the Company's Board of Directors prior to
attempting a takeover. The Company's management is not aware of
any specific effort to acquire control of the Company.
Pursuant to the Rights Agreement, dated as of February 20,
1999 (the "Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent, the Company
granted to each holder of a share of the common stock, par value
$1.00 per share, of the Company (the "Common Stock") outstanding
at the close of business on February 20, 1999 (the "Record
Date"), one-half of a right (the "Rights") for each share of
Common Stock held as of the Record Date. Each Right entitles the
registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), at a price of $200 (the "Purchase Price"),
subject to adjustment in certain circumstances.
The Rights generally will not become exercisable unless and
until, among other things, (i) ten business days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20 percent
or more of the outstanding Common Stock (the "Stock Acquisition
Date") or (ii) ten business days (or such later date as may be
determined by the Board of Directors of the Company) following
the commencement of a tender offer or exchange offer by any
person or group if upon consummation thereof, such person or
group would be the beneficial owner of 25 percent or more of the
outstanding Common Stock.
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At any time after the date of the Rights Agreement until ten
days following the Stock Acquisition Date, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per
Right (the "Redemption Price"), payable in cash, Common Stock, or
other consideration deemed appropriate by the Board of Directors
of the Company. Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price. After the redemption
period has expired, the Company's right of redemption may be
reinstated if, pursuant to a transaction or series of
transactions not involving the Company, the beneficial ownership
of an Acquiring Person is reduced to ten percent or less of the
outstanding shares of Common Stock.
The Board of Directors may, at its option, at any time prior
to the close of business on the earlier of (i) ten days following
the Stock Acquisition Date or (ii) February 20, 2009, redeem all
but not less than all the then outstanding Rights at the
redemption price or $0.01 per Right.
A description of the new Rights is set forth in the Rights
Agreement, a copy of which is filed herewith and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
The following exhibits, as required by Item 601 of
Regulation S-K, are attached to this Current Report:
Exhibit
No. Description
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1 - Form of Rights Agreement, dated as of
February 20, 1999, between Temple-Inland Inc. and
First Chicago Trust Company of New York, as Rights
Agent, which includes as Exhibit A thereto the
Form of Rights Certificate (incorporated by
reference to the Registrant's Form 8-A dated
February 19, 1999).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
TEMPLE-INLAND INC.
By: /s/ M. Richard Warner
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Name: M. Richard Warner
Title: Vice President, General
Counsel, and Secretary
Dated: February 19, 1999
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EXHIBIT INDEX
Exhibit
No. Description Page
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1 - Form of Rights Agreement,
dated as of February 20, 1999, between
Temple-Inland Inc. and First Chicago
Trust Company of New York, as Rights
Agent, which includes as Exhibit A
thereto the Form of Rights Certificate
(incorporated by reference to the
Registrant's Form 8-A dated February 19,
1999).
