-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyQQ2mYkaCpSRWuymLp4SKYGK8f4gJyAQe0lz30i+NqK3fsuFnyeFG52aNU2blhd EZnYLP/JxCbYNiULdXyi8g== 0000928475-08-000082.txt : 20080220 0000928475-08-000082.hdr.sgml : 20080220 20080220165211 ACCESSION NUMBER: 0000928475-08-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34674 FILM NUMBER: 08630233 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd7022008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Temple-Inland Inc. (Name of Issuer) Common Stock, Par Value $1.00 (Title of Class of Securities) 879868107 (CUSIP Number) Marc Weitzen, Esq. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 15, 2008 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on January 22, 2007, as previously amended (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, par value $1.00 (the "Shares"), issued by Temple-Inland Inc. (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial 13D is hereby amended by adding the following: On February 15, 2008, the Reporting Persons: (i) sold call options, with an exercise price of $19.9234 per share and an expiration date of February 20, 2008, with respect to 4,510,556 Shares in the aggregate, and received aggregate consideration of $4,510.56; and (ii) purchased call options, with an exercise price of $12.65 per share and an expiration date of October 17, 2008, with respect to 4,510,556 Shares in the aggregate, and paid aggregate consideration of $21,542,415.46 (including commissions). The source of funding for the purchase of these call options was the general working capital of the respective purchasers. The information set forth in Item 5(c) below is incorporated herein by reference. Item 5. Interest in Securities of the Issuer Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 10,366,491 Shares (including Shares underlying call options), representing approximately 9.77% of the Issuer's outstanding Shares (based upon the 106,071,167 Shares stated to be outstanding as of September 29, 2007 by the Issuer in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2007. (b) High River has sole voting power and sole dispositive power with regard to 2,407,447 Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 3,285,356 Shares (underlying the call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 888,293 Shares (underlying the call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 336,907 Shares (underlying the call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 3,448,488 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. Except as otherwise indicated, all transactions were effected in the open market, and the table includes commissions paid in per share prices. Shares Purchased Price Per Share/ Name Date (Sold) Exercise Price - ------------------ -------------- --------------------- --------------------- Icahn Master 2/15/08 (1) (3,285,356) (1) $19.9234 - ------------------ -------------- --------------------- --------------------- Icahn Master 2/15/08 (2) 3,285,356 (2) $12.6500 - ------------------ -------------- --------------------- --------------------- Icahn Master II 2/15/08 (1) (888,293) (1) $19.9234 - ------------------ -------------- --------------------- --------------------- Icahn Master II 2/15/08 (2) 888,293 (2) $12.6500 - ------------------ -------------- --------------------- --------------------- Icahn Master III 2/15/08 (1) (336,907) (1) $19.9234 - ------------------ -------------- --------------------- --------------------- Icahn Master III 2/15/08 (2) 336,907 (2) $12.6500 - ------------------ -------------- --------------------- --------------------- - ---------------------------- (1) Shares subject to call options, with an exercise price of $19.9234 and an expiration date of February 20, 2008, sold for consideration of $0.001 for each Share subject to such call options. (2) Shares subject to call options, with an exercise price of $12.6500 and an expiration date of October 17, 2008, purchased for consideration of $4.776 for each Share subject to such call options. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The first paragraph of Item 6 of the Initial 13D is hereby amended and restated in its entirety as follows: The Reporting Persons have entered into a number of derivative agreements, commonly known as Total Return Swaps, with counterparties, which agreements provide that the profit to the Reporting Persons shall be based upon the increase in value of the Shares and the loss to the Reporting Persons shall be based upon the decrease in the value of the Shares, during the period from inception of the applicable agreement to its termination. The agreements provide that they settle in cash. In addition to the Shares which they beneficially own as shown in Item 5 above, the Reporting Persons currently have long economic exposure to an aggregate of 5,866,778 Shares through such agreements. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate and, accordingly, the Reporting Persons disclaim any beneficial ownership in the Shares to which these agreements relate. In addition, the Reporting Persons have sold European-style put options referencing an aggregate of 4,510,556 Shares, which expire on October 17, 2008. The agreements provide that they settle in cash. The per share cash settlement amount of put options sold by the Reporting Persons will be equal to the difference between (i) an initial reference price (as adjusted to account for any dividends or other distributions declared by the Issuer prior to settlement of the options) and (ii) the volume-weighted average price per Share during a period of trading days following the settlement date (if lower than the initial reference price, as adjusted). These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate and, accordingly, the Reporting Persons disclaim any beneficial ownership in the Shares to which these agreements relate. SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 20, 2008 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II L.P. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III L.P. By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner --------------------- Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, general partner By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Interim Chief Financial Officer IPH GP LLC By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Interim Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., general partner By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Interim Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Andrew Skobe ---------------- Name: Andrew Skobe Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner --------------------- Name: Edward Mattner Title: Authorized Signatory /s/ Carl C. Icahn - ----------------- CARL C. ICAHN [Signature Page of Amendment No. 7 to Schedule 13D - Temple-Inland Inc.] -----END PRIVACY-ENHANCED MESSAGE-----