SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEMPLE-INLAND INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1903917
(State of Incorporation (IRS Employer
or Organization) Identification No.)
Temple-Inland Inc.
303 South Temple Drive
Diboll, Texas 75941
(Address of principal executive offices) (Zip Code)
If this form relates to If this form relates to
the registration of a the registration of a
class of securities class of securities
pursuant to Section 12(b) pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. [x ] box. [ ]
Securities Act registration statement file number to which
this form relates: --------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Share Purchase Pacific Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
<PAGE>2
Item 1. Description of Registrant's Securities To Be
Registered.
On February 5, 1999, the Board of Directors of Temple-Inland
Inc., a Delaware corporation (the "Company"), authorized and
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 description
and terms of the Rights are set forth in a 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.
Initially, the Rights will be attached to the certificates
representing outstanding Common Stock, and no separate
certificates evidencing the Rights (the "Rights Certificates")
will be distributed. Until the earlier to occur of (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.
The Rights Agreement provides that, until the Distribution
Date (as defined in the Rights Agreement), (i) the Rights will
be evidenced by the Common Stock certificates and will be
transferred with and only with Common Stock certificates and
(ii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights
Associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock
as of the close of business on the Distribution Date and, thereafter,
such separate Right Certificates alone will evidence the Rights.
Except as otherwise determined by the Board of Directors, only shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on February 20, 2009,
unless earlier redeemed or extended by the Company as described
below.
In the event that (i) a person or group becomes the
beneficial owner of 25 percent or more of the then outstanding
shares of Common Stock (other than pursuant to an offer for all
outstanding shares of Common Stock that at least a majority of
the members of the Board of Directors of the Company who are not
officers of the Company and who are not representatives,
nominees, Affiliates, or Associates of an Acquiring Person
determines to be fair and otherwise in the best interests of the
Company and its stockholders), (ii) the Company is the surviving
corporation in a merger with an Acquiring Person, or any
Associate or Affiliate thereof, and the Common Stock is not
changed or exchanged, (iii) an Acquiring Person, or any Associate
<PAGE>3
or Affiliate thereof, engages in one or more "self-dealing"
transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs that
results in the ownership interest of such Acquiring Person, or
any Associate of Affiliate thereof, being increased by more that
one percent (e.g., a reverse stock split), each holder of a Right
will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property, or other
securities of the Company) having a value equal to two times the
exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of any of the events set forth in this
paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by an
Acquiring Person shall immediately become null and void.
However, Rights are not exercisable following the occurrence of
the events set forth above until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $200 per Right, each
Right not owned by an Acquiring Person (or by certain related
parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $400 worth of Common Stock
(or other consideration, as noted above), for $200. Assuming that
the Common Stock had a per share value of $50 at such time, the
holder of each valid Right would be entitled to purchase 8 shares
of Common Stock for $200.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation or the Common Stock is changed or
exchanged (other than a merger that follows an offer described in
clause (i) of the second preceding paragraph) or (ii) more than
50 percent of the Company's assets or earning power is sold or
transferred each holder of a Right (except Rights that previously
have been voided as set forth above) shall thereafter have the
right to receive, upon the exercise thereof, common stock of the
acquiring company having a value equal to two times the exercise
price of the Right. The events set forth in this paragraph and
in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination, or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for Preferred
Stock or securities convertible into Preferred Stock at less than
the current market price of the Preferred Stock, or (iii) upon
the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular quarterly dividends)
or of subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least one percent in the Purchase Price. No
fractional Units will be issued upon exercise of the Rights and,
in lieu thereof, a cash payment will be made based on the market
price of the Preferred Stock on the last trading date prior to
the date of exercise.
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
<PAGE>4
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.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that a
Triggering Event shall occur.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of
Directors of the Company in order to cure any ambiguity, defect
or inconsistency, to shorten or lengthen any time period under
the Rights Agreement, or in any other respect that will not
adversely affect the interests of holders of Rights; provided,
however, that no amendment to adjust the time period governing
redemption may be made at such time as the Rights are not
redeemable.
As of February 18, 1999, there were 55,602,690 shares of
Common Stock outstanding, 5,786,862 shares of Common Stock held
in treasury, and approximately 7,195,442 shares of Common Stock
issuable under employee benefit plans sponsored by the Company or
its subsidiaries. Each outstanding share of Common Stock on
February 20, 1999, will receive one-half of a Right. As long as
the Rights are attached to the Common Shares, and in certain
other circumstances specified in the Rights Agreement, the
Company will issue one-half of a Right for each share of Common
Stock issued on or after February 20, 1999. There will be
1,000,000 shares of Preferred Stock reserved for issuance upon
exercise of the Rights.
The Rights may have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors of the Company because 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.
The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes
as Exhibit A the form of Rights Certificate, is attached hereto
as Exhibit 1 and is incorporated herein by reference. The
foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such
Exhibit.
<PAGE>5
Item 2. Exhibits.
Exhibit No. Exhibit
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. Pursuant to the
Rights Agreement, Rights Certificates will not be
mailed until after the earlier of (i) ten business
days following a Stock Acquisition Date or (ii)
ten business days 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. (Incorporated
by reference to the Form 8-A filed by the Company on
February 19, 1999, related to the registration of the
Rights on the New York Stock Exchange.)
<PAGE>6
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
TEMPLE-INLAND INC.
Date: May 7, 1999 By: /s/ M. Richard Warner
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Name: M. Richard Warner
Title: Vice President, General
Counsel and Secretary
<PAGE>7
EXHIBIT INDEX
Exhibit
No. Description Page
1 - Form of Rights Agreement, N/A
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. Pursuant to the Rights
Agreement, Rights Certificates will
not be mailed until after the earlier
of (i) ten business days following a
Stock Acquisition Date or (ii) ten
business days 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.
(Incorporated by reference to the Form 8-A
filed by the Company on February 19, 1999,
related to the registration of the
Rights on the New York Stock Exchange.)
