As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
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.
Stock Deferral and Payment Plan
(Full title of the plan)
M. Richard Warner, Esq.
Temple-Inland Inc.
303 South Temple Drive
P.O. Drawer N
Diboll, Texas 75941
(936) 829-5511
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to Registered Offering Aggregate Registration
be Price Per Offering Fee
Registered Share Price
- ---------------------------------------------------------------------------
Common Stock,
$1.00 par 10,000 (2) $46.9375(2) $469,375.00(2) $123.92
value (1)
- ---------------------------------------------------------------------------
(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 20, 1999,
between Temple-Inland Inc. and First Chicago Trust Company
of New York, as Rights Agent. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan
described herein.
(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 March 29, 2000, on the
New York Stock Exchange.
The Index to Exhibits appears on page 11. Page 1 of 29 Pages
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Temple-Inland Inc. ("Temple-
Inland") with the SEC are incorporated by reference, as well as
any future filings made by Temple-Inland with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold:
* Annual Report on Form 10-K for the year ended January 1,
2000;
* Proxy Statement prepared in connection with the annual
meeting of stockholders to be held May 5, 2000, excluding the
Report of the Management Development and Executive Compensation
Committee on Executive Compensation on pages 12 through 14 and
the Performance Graph on page 17;
* The description of Temple-Inland's common stock, which is
registered under Section 12 of the Exchange Act, contained in the
Registration Statement on Form 8-A filed with the SEC on December
7, 1983, which incorporates by reference the description of
Temple-Inland's 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.
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 Chief Administrative
Officer and General Counsel of Temple-Inland. As of March 8,
2000, Mr. Warner was deemed to be the beneficial owner of 82,858
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 January 1, 2000,
and the related financial statement schedule included therein
have been audited by Ernst & 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 SEC)
given upon the authority of such firm as experts in accounting
and auditing.
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<PAGE> 3
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 empowers a corporation
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and, except that no indemnification may be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the
court in which such action was brought shall determine that
despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses that the court
shall deem proper.
Section 145 further provides that to the extent a director
or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
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
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<PAGE>4
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 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.
Item 7. Exemption From Registration Claimed. (Not
applicable)
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<PAGE>5
Item 8. Exhibits.
Exhibit Exhibit
Number -------
- ------
4.01 - Certificate of Incorporation of Temple-Inland (1),
as amended effective May 4, 1987 (2), as amended
effective May 4, 1990 (3)
4.02 - By-laws of the Company as amended and restated May
3, 1991(4)
4.03 - Form of Specimen Common Stock Certificate of the
Company(5)
4.04 - Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock,
dated February 16, 1989(6)
4.05 - Rights Agreement, dated February 20, 1999, between
the Company and First Chicago Trust Company of New
York, as Rights Agent(7)
4.06 - Temple-Inland Inc. Stock Deferral and Payment Plan
(8)
5.01 - Opinion of M. Richard Warner, Esq., General Counsel
of the Registrant, as to validity of Common Stock
being registered (8)
23.01 - Consent of Independent Auditors (Ernst & Young LLP)
(8)
23.02 - Consent of Attorneys (M. Richard Warner, Esq.)
(included in his opinion filed as Exhibit 5.01) (8)
24.01 - Powers of Attorney for Directors (on signature page)
(8)
________________________
(1) Incorporated by reference to Registration Statement No.
2-87570 on Form S-1 filed by Temple-Inland with the
Commission.
(2) Incorporated by reference to 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 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 Company's Form 10-K
for the year ended January 2, 1993.
(5) 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.
(6) Incorporated by reference to the Annual Report on Form
10-K for the fiscal year ended December 31, 1988, filed
by Temple-Inland with the Commission.
(7) Incorporated by reference to the Registration Statement
on Form 8A, filed by Temple-Inland with the Commission
on February 19, 1999.
(8) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
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<PAGE>6
(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 the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose 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
which remain unsold at the termination of the offering.
(b) 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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement 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.
(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
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
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<PAGE>7
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 March 30, 2000.
TEMPLE-INLAND INC.
(Registrant)
By: /s/ Kenneth M. Jastrow, II
------------------------------
Kenneth M. Jastrow, II
Chairman of the Board and
Chief Executive Officer
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<PAGE>9
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and
appoints M. Richard Warner and Leslie K. O'Neal 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 dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Kenneth M. Jastrow, II Director,
- -------------------------- Chairman of the Board, March 30, 2000
Kenneth M. Jastrow, II and Chief Executive Officer
/s/ Randall D. Levy Chief
- -------------------------- Financial Officer March 30, 2000
Randall D. Levy
/s/ David H. Dolben Vice President
- -------------------------- and Chief March 30, 2000
David H. Dolben Accounting Officer
/s/ Robert Cizik Director March 30, 2000
- --------------------------
Robert Cizik
/s/ Anthony M. Frank Director March 30, 2000
- --------------------------
Anthony M. Frank
/s/ William B. Howes Director March 30, 2000
- --------------------------
William B. Howes
/s/ Bobby R. Inman Director March 30, 2000
- --------------------------
Bobby R. Inman
/s/ James A. Johnson Director March 30, 2000
- --------------------------
James A. Johnson
/s/ W. Allen Reed Director March 30, 2000
- --------------------------
W. Allen Reed
/s/ Herbert A. Sklenar Director March 30, 2000
- --------------------------
Herbert A. Sklenar
/s/ Walter P. Stern Director March 30, 2000
- --------------------------
Walter P. Stern
/s/ Arthur Temple III Director March 30, 2000
- --------------------------
Arthur Temple III
/s/ Charlotte Temple Director March 30, 2000
- --------------------------
Charlotte Temple
/s/ Larry E. Temple Director March 30, 2000
- --------------------------
Larry E. Temple
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<PAGE>10
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have 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 March 30,
2000.
Temple-Inland Inc. Stock
Deferral and Payment Plan
By: /s/ M. Richard Warner
----------------------------
M. Richard Warner
Temple-Inland Inc.
Benefits Administration Committee
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<PAGE>11
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- -------- ------------ -------------
4.06 Temple-Inland Inc. Stock Deferral 12
and Payment Plan
5.01 Opinion of M. Richard Warner 26
23.01 Consent of Independent Auditors 28
(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)
TEMPLE-INLAND INC.
STOCK DEFERRAL AND PAYMENT PLAN
ARTICLE 1
Establishment and Purpose
1.1. Establishment. The Company has established,
effective as of April 1, 2000, this Temple-Inland Inc. Stock
Deferral and Payment Plan.
1.2. Purpose. The purpose of this Plan is to promote the
interests of the Company by (a) allowing executives to retain an
economic stake in the success of the Company, through the receipt
of "phantom shares" of the Company's common stock, while
deferring the receipt of shares upon the exercise of nonqualified
stock options, (b) providing an incentive to executives to
increase their economic stake in the success of the Company by
allowing them to elect to receive bonus payments on a deferred
basis in the form of common stock of the Company, and (c)
providing for the payment of bonuses in the form of common stock
of the Company to the extent that an executive has not yet
satisfied the Company's minimum stock ownership guidelines.
ARTICLE 2
Definitions
When used herein the following terms shall have the following
meanings:
2.1. "Accounts" shall mean a Participant's Option Deferral
Account and/or Bonus Deferral Account maintained in accordance
with Article 4 hereof.
2.2. "Attestation" shall mean the payment of an Option's
exercise price by the designation (in accordance with such rules
as may be prescribed by the Committee) of shares of Common Stock
that, unless otherwise approved by the Committee, have been owned
by the Participant for at least six months as of the exercise
date.
2.3. "Bonus" shall mean an Eligible Executive's annual bonus
and such other bonuses as may be specified by the Committee in
its discretion from time to time.
2.4. "Bonus Deferral Election" shall mean an irrevocable
election by a Participant, made on a form prescribed by the
Committee and delivered to the Committee or its designee, to
defer under this Plan the receipt of all or a specified portion
of a Bonus otherwise payable to the Participant. Such Election
shall be effective when such form is countersigned on behalf of
the Company.
2.5. "Board of Directors" shall mean the Board of Directors
of the Company.
2.6. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
<PAGE>2
2.7. "Committee" shall mean the Management Development and
Executive Compensation Committee of the Board of Directors.
2.8. "Common Stock" shall mean the common stock, $1.00 par
value, of the Company and, in the event such common stock is
converted to another security or property, such other security or
property.
2.9. "Company" shall mean Temple-Inland Inc.
2.10. "Deferred Bonus" shall mean all or such portion of
a Bonus deferred hereunder pursuant to a Bonus Deferral Election.
2.11. "Earliest Exercise Date" shall mean the date on or
after which an Option may be exercised pursuant to an Option
Deferral Election.
2.12. "Elected Bonus Payment Date" shall mean the date
as of which an Eligible Executive has elected to receive payment
of that portion of his or her Bonus Deferral Account that is
attributable to a Deferred Bonus.
2.13. "Election" shall mean an Option Deferral Election
or a Bonus Deferral Election.
2.14. "Eligible Executive" shall mean an Eligible
Executive as defined in Section 3.1 hereof.
2.15. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
2.16. "Executive" shall mean any employee of the Company
or any of its subsidiaries who is classified as a Tier I or a
Tier II employee.
2.17. "Fair Market Value" shall mean the average of the
high and low sales prices of a share of Common Stock on the New
York Stock Exchange ("NYSE") as of the relevant date (or if the
NYSE is not open on such date or the Common Stock is not traded
on that day, the most recent prior date that the NYSE was open
for trading and the Common Stock was traded).
2.18. "Option" shall mean a stock option that is granted
under a Stock Option Plan and that is not an incentive stock
option within the meaning of Section 422 of the Code.
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<PAGE>3
2.19. "Option Deferral Election" shall mean an
irrevocable election by a Participant, made on a form prescribed
by the Committee and delivered to the Committee or its designee,
to defer receipt of shares of Common Stock upon the exercise of
an Option under this Plan. Such Election shall be effective when
such form is countersigned on behalf of the Company.
2.20. "Original Payment Date" shall mean, with respect
to a Bonus, the date as of which the full amount of the Bonus
would have been paid to an Eligible Executive absent the Eligible
Executive's filing of a Bonus Deferral Election.
2.21. "Phantom Stock" shall mean hypothetical shares of
Common Stock credited to a Participant's Account(s) having a
value equal to the Fair Market Value of an equal number of shares
of Common Stock.
2.22. "Participant" shall mean any Eligible Executive
who becomes a Participant in this Plan by making an Election
pursuant to Section 3.2 or 3.4 hereof.
2.23. "Plan" shall mean this Temple-Inland Inc. Stock
Deferral and Payment Plan.
2.24. "Pre-Retirement Termination" shall mean any
termination of a Participant's employment with the Company and
its subsidiaries other than a termination that constitutes
Retirement.
2.25. "Retirement" shall mean a Participant's
termination of employment at early or normal retirement age under
any defined benefit pension plan maintained by the
Company or any of its subsidiaries whereby the Participant
commences receipt of benefits (as opposed to deferring receipt
thereof); provided, however, that in the case of a Participant
who is not eligible to participate in a defined benefit pension
plan, "Retirement" shall mean the Participant's termination of
employment with the Company and its subsidiaries after attaining
age 55 and completing at least ten years of service with the
Company and its subsidiaries.
2.26. "Stock Option Plan" shall mean the Temple-Inland
Inc. 1988 Stock Option Plan, the Temple-Inland Inc. 1993
Stock Option Plan, the Temple-Inland Inc. 1997 Stock Option Plan
and any other plan adopted by the Company that provides for the
grant of stock options to employees.
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<PAGE>4
2.27. "Termination of Employment" shall mean any
termination of a Participant's employment with the Company and
its subsidiaries, including by reason of death, disability or
retirement.
2.28. "Voluntary Termination" shall mean any
termination of a Participant's employment with the Company and
its subsidiaries, other than (a) by reason of death or disability
or (b) by the Company and/or its subsidiaries without cause (as
determined by the Company in good faith).
ARTICLE 3
Eligibility, Participation and Elections
3.1. Eligibility and Participation. Any Executive who holds
an outstanding Option that was granted under a Stock Option Plan
or who is eligible to receive a Bonus shall be eligible to file a
Stock Option Election or a Bonus Deferral Election (an "Eligible
Executive"), except to the extent provided in Section 3.5 hereof.
An Eligible Executive shall become a Participant in this Plan
upon the Committee's (or its designee's) countersigning an
Election filed by the Eligible Executive.
3.2. Option Deferral Elections.
(a) Filing of Elections; Date and Method of Payment. In
order to defer hereunder the receipt of shares of Common
Stock upon the exercise of an Option, an Eligible Executive must
file an Option Deferral Election. Pursuant to each Option
Deferral Election, a Participant shall elect:
(i) the Earliest Exercise Date, which shall be at
least six months after the date of the Option
Deferral Election, except as otherwise approved by
the Committee;
(ii) the date (which date shall not be earlier than the
earlier of (A) ten years after exercise of the
relevant Option or (B) the Participant's
Termination of Employment) as of which that
portion of the Participant's Option Deferral
Account attributable to such Option Deferral
Election shall be paid or commence to be paid; and
(iii)the method of payment of such portion of the
Participant's Option Deferral Account under
Section 5.3(b) hereof.
Notwithstanding a Participant's payment elections pursuant
to this Section 3.2(a), in the event of a Participant's Pre
Retirement Termination or death, the Participant's entire Option
Deferral Account shall, in accordance with Sections
5.4 and 5.5 hereof, be paid to the Participant in the form of a
single payment as soon as practicable after such Pre-Retirement
Termination or death.
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<PAGE>5
(b) Irrevocability and Modification. Once made, an Option
Deferral Election may not be modified or revoked by the
Participant, except to the extent contemplated by Section 3.2(c)
hereof.
(c) Effect of Termination of Employment on Option Deferral
Elections. If a Participant incurs a Termination of Employment
after having made an Option Deferral but before all or that
portion of the Option covered by such Option Deferral Election
has been fully exercised, the Option Deferral Election shall be
cancelled and the outstanding Option (or portion thereof) covered
by such Option Deferral Election may be exercised to the extent
permitted by, and subject to the terms of, the applicable
agreement evidencing the Option and the applicable Stock Option
Plan.
(d) Partial Deferral of Option Shares. If an Option
Deferral Election covers less than all of the shares covered by
an Option, such Option Deferral Election must specify whether the
Option Deferral Election shall apply to:
(i) the first shares as to which the Option is
exercised, so that all shares as to which the Option is exercised
shall be treated as covered by the Option Deferral Election until
the Option has been exercised as to a number of shares equal to
the number of shares covered by the Option Deferral Election; or
(ii) the last shares as to which the Option is
exercised, so that no shares as to which the Option is exercised
shall be treated as covered by the Option Deferral Election until
the Option is exercised as to a number of shares equal to the
number of shares covered by the Option as to which the Option
Deferral Election does not apply.
3.3. Exercise of Options.
(a) Exercise Price. The exercise price of an Option (or
portion thereof) covered by an Option Deferral Election must
be paid in full by Attestation at the time of exercise; provided,
however, that if payment of the full exercise price by
Attestation would require the delivery by Attestation of a
fractional share of Common Stock, the number of shares of Common
Stock required to pay the exercise price by Attestation shall be
reduced to the next lowest whole number of shares of Common
Stock, and the Participant shall pay the balance of the exercise
price in cash.
(b) Exercise Notification Form; Payment of Withholding
Taxes. In order to exercise an Option (or portion thereof) under
this Plan, a Participant shall file an Option Exercise
Notification Form specifying the date of exercise and shall
provide the Company with sufficient funds to satisfy any federal,
state, local or other taxes required by law to be withheld upon
the exercise of the Option.
(c) Exercise of Options Subject to Agreements and Plans.
An Option covered by an Option Deferral Election may be exercised
under this Plan only to the extent that such Option is then
exercisable under the terms of the applicable agreement
evidencing the Option and the applicable Stock Option Plan.
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<PAGE>6
3.4. Bonus Deferral Elections.
(a) Filing of Bonus Deferral Elections; Content of
Bonus Deferral Elections. In order to defer hereunder the
receipt of all or a portion of a Bonus, an Eligible Executive
must file a Bonus Deferral Election at least six months prior to
the date that the applicable Bonus would otherwise be paid.
Pursuant to each Bonus Deferral Election, a Participant shall
elect:
(i) the date as of which that portion of the Participant's
Bonus Deferral Account attributable to such Bonus
Deferral Election shall be paid or commence to be paid,
which date shall not be earlier than the earlier of (A)
the date that is five years after the Original Payment
Date or (B) the earliest date that the Participant's
termination of employment would constitute Retirement
assuming that the Participant remains employed by the
Company or one of its subsidiaries until such date; and
(ii) the method of payment of such portion of the
Participant's Bonus Deferral Account under Section
5.3(b) hereof.
Notwithstanding a Participant's payment elections pursuant
to this Section 3.4(a), in the event of a Participant's Pre
Retirement Termination or death, the Participant's entire Bonus
Deferral Account shall, in accordance with Sections 5.4 and 5.5
hereof, be paid to the Participant in the form of a single
payment as soon as practicable after such Pre-Retirement
Termination or death.
(b) Irrevocability and Modification of Bonus Deferral
Elections; Effect of Termination of Employment. Once made,
a Bonus Deferral Election may not be modified or revoked by a
Participant; provided, however, that if a Participant incurs a
Termination of Employment after having made a Bonus Deferral
Election with respect to a Bonus but before Original Payment Date
of such Bonus, the Bonus Deferral Election shall be cancelled.
3.5. Mandatory Payment of Bonus In Common Stock. During any
period that an Executive is not in compliance with the
Company's stock ownership guidelines (the "Stock Guidelines"),
any Bonuses otherwise payable to the Executive in cash may, in
the sole discretion of the Committee, be paid wholly or partially
in the form of Common Stock having a Fair Market Value equal to
the amount of the cash Bonus otherwise payable to the Executive.
Shares of Common Stock payable to an Executive pursuant to this
Section 3.5 may be issued under this Plan or any other plan
designated by the Committee in its discretion, and such shares
shall be subject to such terms, conditions, and restrictions as
the Committee may specify in its discretion.
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<PAGE>7
ARTICLE 4
Accounts
4.1. Maintenance of Accounts.
(a) Establishment. The Company shall establish an Option
Deferral Account for each Participant who makes an Optional
Deferral Election hereunder and a Bonus Deferral Account for each
Participant who makes a Bonus Deferral Election hereunder, which
Accounts shall be credited and adjusted as provided in this
Article 4. The Company shall maintain each Option Deferral
Account and Bonus Deferral Account in a manner such that the
portion of each such Account attributable to each Option Deferral
Election and each Bonus Deferral Election and any Long-Term
Deferral Phantom Shares credited in respect of a Deferred Bonus
can be determined.
(b) Crediting of Phantom Stock Upon Exercise of Options.
Upon a Participant's exercise of an Option with respect to
shares as to which the Participant has filed an Option Deferral
Election, the Participant's Option Deferral Account shall be
credited with a number of Phantom Shares equal to the excess of
(i) the number of shares of Common Stock as to which such Option
was exercised, over (ii) the number of shares of Common Stock
utilized to pay the exercise price of the Option.
(c) Crediting of Phantom Stock Upon Deferral of Bonuses.
As of the Original Payment Date of a Bonus as to which a
Participant has filed a Bonus Deferral Election, the
Participant's Bonus Deferral Account shall be credited with a
number of Phantom Shares equal to the quotient obtained by
dividing (i) the amount of the Bonus covered by the Bonus
Deferral Election (and reduced by the amount of any federal,
state, local or other taxes required by law to be withheld upon
the Deferred Bonus), by (ii) the Fair Market Value of a share of
Common Stock as of such date. Such Participant's Bonus Deferral
Account shall also be credited with additional Phantom Shares to
the extent provided by Section 4.1(d) hereof.
(d) Long-Term Deferral Incentive. If the Elected Bonus
Payment Date specified by a Participant in a Bonus Deferral
Election is at least five years after the Original Payment Date
of the Bonus, the Participant's Bonus Deferral Account shall be
credited, as of such Original Payment Date, with an additional
number of Phantom Shares ("Long-Term Deferral Phantom Shares")
equal to the quotient obtained by dividing (i) by (ii), where (i)
is the product of (A) 2% of the amount of the Bonus deferred
pursuant to the Bonus Deferral Election, and (B) the number of
full years (not in excess of ten) from the Original Payment Date
to the Elected Bonus Payment Date, and (ii) is the Fair Market
Value of a share of Common Stock as of the Original Payment Date
of the Bonus. Long-Term Deferral Phantom Shares shall have the
same value, and be subject to adjustment in the same manner, as
other Phantom Shares credited to a Participant's Accounts;
provided, however, that Long-Term Deferral Phantom Shares shall
be subject to forfeiture as follows: (A) if the Participant
incurs a Voluntary Termination prior to the fifth anniversary of
the Original Payment Date of a Bonus in respect of which Long-
Term Deferral Phantom Shares were credited, the entire portion of
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<PAGE>8
the Participant's Bonus Deferral Account attributable to such
Long-Term Deferral Phantom Shares shall be immediately forfeited;
and (B) if the Participant incurs a Voluntary Termination after
the fifth anniversary, but before the tenth anniversary, of the
Original Payment Date of a Bonus in respect of which Long-Term
Deferral Incentive Shares were credited, a portion of the
Participant's Bonus Deferral Account shall be immediately
forfeited, which portion shall be equal to the product of (x) the
entire portion of the Participant's Bonus Deferral Account
attributable to such Long-Term Deferral Phantom Shares, and (b) a
fraction, the numerator of which is the number of whole years
from the Original Payment Date of the Bonus to the date of the
Participant's Voluntary Termination, and the denominator of which
is the number of whole years (not in excess of ten) from the
Original Payment Date of the Bonus to the Elected Bonus Payment
Date.
(e) Deemed Dividends. Each Participant's Accounts shall be
credited with an additional number of Phantom Shares (including
any fractional share) equal to the quotient obtained by dividing
(i) the amount of dividends that would have been paid with
respect to the Phantom Shares theretofore credited to the
Participant's Accounts had they been actual issued and
outstanding shares of Common Stock by (ii) the Fair Market Value
of a share of Common Stock on the dividend payment date.
(f) Payments. A Participant's Accounts shall be reduced by
any payments made to the Participant, his or her beneficiary,
estate, or representative.
(g) Adjustments. If any of the following events occur, the
Committee shall make appropriate adjustments with respect to
Phantom Shares credited to a Participant's Accounts:
(i) any extraordinary dividend or other extraordinary
distribution in respect of Common Stock (whether in the form of
cash, Common Stock, other securities or other property); (ii) any
recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization,
merger, combination, consolidation, split-up, spin-off,
combination, repurchase or exchange of Common Stock or other
securities of the Company; (iii) any issuance of warrants or
other rights to purchase shares of Common Stock or other
securities of the Company (other than to employees) at less than
80 percent of fair value on the date of such issuance; or (iv)
any other like corporate transaction or event in respect of the
Common Stock or a sale of substantially all the assets of the
Company.
4.2. No Funding of Benefits. All adjustments to a
Participant's Accounts shall be bookkeeping entries only and
shall not represent a special reserve or otherwise constitute a
funding of the Company's unsecured promise to pay any amounts
hereunder. To the extent a Participant or any other person
acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company, and such person shall
have only the unsecured promise of the Company that such payments
shall be made.
-8-
<PAGE>9
ARTICLE 5
Payment
5.1. Payment of Accounts. Payment of Phantom Shares
credited to a Participant's Accounts shall be made as specified
in this Article 5.
5.2. Commencement of Payment. Except as otherwise
provided in Sections 5.4 and 5.5, payments from a Participant's
Account(s) will be made or will commence as soon as practicable
after the payment date(s) elected by the Participant pursuant to
Sections 3.2(a) and 3.4(a) hereof.
5.3. Payment.
(a) Form. Except as provided in Sections 5.3(c) and 5.7
hereof, all payments with respect to Phantom Shares credited
to a Participant's Accounts shall be made in the form of
shares of Common Stock.
(b) Permissible Payment Methods. A Participant may elect
separately with respect to each Election to receive payment
of amounts credited to the relevant Account that are attributable
to such Election in any one of the following
methods of payment:
(i) a single payment, payable as of such date as may
be elected by the Participant,
(ii) annual installments, commencing as of such date as
may be elected by the Participant, over a period of years
(selected by the Participant) not to exceed 15, with the amount
of each annual installment calculated by dividing the balance of
the relevant Account (or portion thereof) at the end of the prior
year by the number of installments remaining to be paid, or
(iii) an initial payment, payable as of such date
as may be elected by the Participant, of an amount specified by
the Participant followed by annual installments over a period of
years not to exceed 15 and commencing as of such date as may be
elected by the Participant, with each annual installment
calculated by dividing the balance of the relevant Account (or
portion thereof) at the end of the prior year by the number of
installments remaining to be paid.
(c) Fractional Shares. If any annual installment (other
than the last installment), calculated as set forth in
Section 5.3(b)(ii) or (iii) hereof, would result in the payment
of a fractional share of Common Stock, such annual installment
shall be reduced to the next lowest whole number of shares of
Common Stock. If, as part of a single payment pursuant to
Section 5.3(b)(i) or a final installment payment, a fractional
share of Common Stock would be paid, then in lieu thereof, the
Fair Market Value of such fractional share on the date the
payment is calculated shall be paid in cash.
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<PAGE>10
5.4. Payment Upon Termination of Employment Other Than By
Reason of Death. Notwithstanding a Participant's Elections
pursuant to Section 3.2(a) and 3.4(a) hereof, the entire balance
of a Participants Account(s) (as reduced by any
amount forfeited pursuant to Section 4.1(d) hereof) shall be paid
to the Participant in the form of a single payment as soon as
practicable after the Participant's Pre-Retirement Termination
other than by reason of death.
5.5. Payment on Death.
(a) Single Payment. Notwithstanding a Participant's
Elections pursuant to Section 3.2(a) and 3.4(a) hereof, in
the event of the death of a Participant, the entire balance of
the Participant's Accounts shall be paid to the Participant's
beneficiary in a single payment as soon as practicable after the
date of such death.
(b) Beneficiary Designation. Each Participant shall
designate a beneficiary to whom the Participant's Accounts shall
be payable on the Participant's death. A Participant may also
designate an alternate beneficiary to receive such payment in the
event that the designated beneficiary cannot receive payment for
any reason. In the event no designated or alternate beneficiary
can receive such payment for any reason, payment will be made to
the Participant's surviving spouse, if any, or if the Participant
has no surviving spouse, then to the following beneficiaries if
then living in the following order of priority: (i) to the
Participant's children (including adopted children and
stepchildren) in equal shares, (ii) to the Participant's parents
in equal shares, (iii) to the Participant's brothers and sisters
in equal shares and (iv) to the Participant's estate. A
Participant may at any time change his or her beneficiary
designation. A change of beneficiary designation must be made in
writing and delivered to the Committee or its designee for such
purposes. The interest of any beneficiary who predeceases the
Participant will terminate unless otherwise specified by the
Participant.
5.6. Hardship Payment. Notwithstanding any other
provision of this Plan to the contrary, a Participant may receive
a payment with respect to his or her Accounts upon a finding by
the Committee in its sole discretion that an unanticipated
emergency caused by an event beyond the control of such
Participant has occurred and that such emergency would result in
financial hardship to such Participant if early payment were not
permitted. The amount of such payment shall not exceed the
amount necessary to meet such financial hardship as determined by
the Committee in its sole discretion. The Committee shall have
the right to require such Participant to submit such
documentation as it deems appropriate for the purpose of
determining the existence, cause, and extent of such hardship.
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<PAGE>11
5.7. Fractional Shares. Except as provided in Section
5.3(c) hereof, if as part of any payment hereunder, a fractional
share of Common Stock would be paid, then in lieu thereof, the
Fair Market Value of such fractional share on the date the
payment is calculated shall be paid in cash.
5.8. Withholding. The Company shall have the right to
deduct from any payment to be made pursuant to this Plan any
federal, state or local taxes required by law to be
withheld.
5.9. Claims Procedure. Claims for benefits under this Plan
shall be filed with the Committee. If any Participant or
other person claims to be entitled to a benefit under this Plan
and the Committee determines that such claim should be denied in
whole or in part, the Committee shall notify such person of its
decision in writing. Such notification will be written in a
manner calculated to be understood by such person and will
contain (a) specific reasons for the denial, (b) specific
reference to pertinent provisions of this Plan, (c) a description
of any additional material or information necessary for such
person to perfect such claim and an explanation of why such
material or information is necessary and (d) information as to
the steps to be taken if the person wishes to submit a request
for review. Such notification will be given within 90 days after
the claim is received by the Committee. If such notification is
not given within such period, the claim will be considered denied
as of the last day of such period, and such person may request a
review of his or her claim. Neither this Section 5.9 nor Section
5.10 hereof shall apply with respect to any claims by any
Participant under Section 3.5 hereof.
5.10. Review Procedure. Within 60 days after the date
on which a person receives a written notice of a denied claim
(or, if applicable, within 60 days after the date on which such
denial is considered to have occurred), such person (or his or
her duly authorized representative) may (a) file a written
request with the Committee for a review of his or her denied
claim and of pertinent documents and (b) submit written issues
and comments to the Committee. The Committee will notify such
person of its decision in writing. Such notification will be
written in a manner calculated to be understood by such person
and will contain specific reasons for the decision as well as
specific references to pertinent provisions of this Plan. The
decision on review will be made within 60 days after the request
for review is received by the Committee. If the decision on
review is not made within such period, the claim will be
considered denied.
-11-
ARTICLE 6
Administration
6.1. Administration. This Plan shall be administered by the
Committee. The Committee shall have all powers necessary to
carry out the provisions of this Plan, including, without
reservation, the power to delegate administrative matters to
other persons and to interpret this Plan in its discretion.
ARTICLE 7
Miscellaneous
7.1. Amendment and Termination of Plan. The Company may at
any time by action of the Board of Directors amend or
terminate this Plan. Upon termination of this Plan, no further
Elections shall be permitted, but Options and Bonuses subject to
prior Elections may continue to be exercised under the terms of
this Plan, and each Participant's Accounts will be maintained,
credited and paid pursuant to the provisions of this Plan and the
Participant's prior Elections.
7.2. Controlling Provisions. Except as otherwise provided
in this Plan, the Stock Option Plans will continue to
control all aspects of awards granted under each such plans.
7.3. Top-Hat Plan. This Plan, other than Section 3.5
hereof, is intended to qualify as a "top-hat" plan for purposes
of ERISA and is an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees. Section 3.5 hereof
shall not be a part of that portion of the Plan that is intended
to be qualify as a "tophat" plan and shall not be subject to any
provision of
ERISA.
7.4. Limitation on Issuance of Common Stock.
Notwithstanding anything herein, in no event shall any Eligible
Participant or beneficiary thereof acquire under this Plan more
than one percent (1%) of the Company's outstanding Common Stock
as of the date this Plan was adopted by the Board of Directors.
7.5. Mandatory Deferral. Notwithstanding anything
herein to the contrary, no payment in respect of Phantom Shares
credited to a Participant's Accounts hereunder shall be made to
the extent that such payment would not be deductible by the
Corporation for federal income tax purposes by reason of Section
162(m) of the Code, and any such amount not so paid shall be paid
as soon as practicable after the first date that such amount
could be paid and deducted by the Company for federal income tax
purposes notwithstanding Section 162(m) of the Code. Pending the
payment of an amount deferred pursuant to this Section 7.4, such
amount shall continue to be credited to the Participant's
Accounts in the form of Phantom Shares.
7.6. No Alienation of Benefits. Participants and
beneficiaries shall have no right to alienate, anticipate,
commute, sell, assign, transfer, pledge, encumber or otherwise
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<PAGE>13
convey the right to receive any payment under this Plan, and any
payment under this Plan or rights thereto shall not be subject to
the debts, liabilities, contracts, engagements or torts of
Participants or beneficiaries nor to attachment, garnishment or
execution, nor shall they be transferable by operation of law in
the event of bankruptcy or insolvency. Any attempt, whether
voluntary or involuntary, to effect any such action shall be
null, void, and of no effect.
7.7. No Rights to Continued Employment. Nothing contained
herein shall be construed as conferring upon an Executive the
right to continue in the employ of the Company as an Executive or
in any other capacity.
7.8. Headings. The headings of the Sections hereof are
included solely for convenience of reference and shall not
control the meaning or interpretation of any of the provisions of
this Plan.
7.9. Applicable Law. This Plan shall be construed and
administered under the laws of the State of Texas.
-13-
TEMPLE-INLAND INC. Drawer N
Diboll, Texas 75941
(936) 829-5511
March 31, 2000
Temple-Inland Inc.
303 South Temple Drive
Diboll, Texas 75941
Re: Registration Statement on Form S-8 for the Temple-
Inland Inc. Stock Deferral and Payment 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 10,000 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. Stock Deferral and Payment 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 the
Shares have been duly authorized by requisite corporate action by
the Company, and when issued, delivered, and paid for in
accordance with the terms and conditions of the Plan, will be
validly issued, fully paid, and nonassessable.
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
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 10,000 shares of its common stock pertaining to
the Temple-Inland Inc. Stock Deferral and Payment Plan and to the
incorporation by reference therein of our reports dated January
28, 2000, 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 January 1, 2000, and the
related financial statement schedule included therein, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
March 24, 2000
