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| TIN > SEC Filings for TIN > Form 8-K on 31-Dec-2007 | All Recent SEC Filings |
31-Dec-2007
Completion of Acquisition or Disposition of Assets, Change in Directors or Prin
On December 28, 2007, Temple-Inland Inc. ("Temple-Inland") completed the spin-off distributions (the "Distributions") of all of the shares of common stock, par value $1.00 per share, of Forestar Real Estate Group Inc. ("Forestar"), a wholly-owned subsidiary of Temple-Inland that holds directly or indirectly the assets and liabilities associated with Temple-Inland's real estate business, and Guaranty Financial Group Inc. ("Guaranty"), a wholly-owned subsidiary of Temple-Inland that holds directly or indirectly the assets and liabilities associated with Temple-Inland's financial services business. As a result of the Distributions, Temple-Inland stockholders of record as of December 14, 2007 (the "Record Date") received one share of Forestar common stock and one share of Guaranty common stock for every three shares of Temple-Inland common stock held as of the Record Date. Temple-Inland distributed to its stockholders approximately 35.5 million shares of Forestar and Guaranty common stock, respectively, in the Distributions. Cash will be distributed in lieu of fractional shares.
Forestar and Guaranty are now independent public companies trading on the New York Stock Exchange under the symbols "FOR" and "GFG," respectively. Details of the Distributions can be found in Guaranty's and Forestar's information statements, which were attached as Exhibit 99.1 to each company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 14, 2007 (the "Information Statements").
As disclosed in the Current Report on Form 8-K filed with the SEC on April 2, 2007, upon completion of the Distributions, Kenneth M. Jastrow II retired from Temple-Inland and Doyle R. Simons became Chairman of the Board and Chief Executive Officer. In addition, J. Patrick Maley III became President and Chief Operating Officer and a director of Temple-Inland.
A copy of Temple-Inland's press release dated December 31, 2007 announcing the completion of the Distributions of Forestar and Guaranty is attached hereto as Exhibit 99.1.
In connection with the Distributions, Temple-Inland modified the Nonqualified Deferred Compensation Plan (formerly known as the Stock Deferral and Payment Plan), the Directors' Fee Deferral Plan, the Supplemental Executive Retirement Plan, and outstanding Option Agreements and Restricted Stock Agreements. These amendments (1) provide for vesting and distribution in 2008 of benefits accrued by departing executives who will work for Guaranty and Forestar, (2) provide for distribution in 2008 of Guaranty and Forestar stock and the special dividend paid out of timberland sale proceeds accrued to directors from their deferred fee accounts, (3) give effect to terms contained in the Employee Matters Agreement dated December 11, 2007 by and among Temple-Inland, Guaranty, and Forestar, and (4) conform plan provisions to the requirements of Internal Revenue Code Section 409A. The amended and restated Nonqualified Deferred Compensation Plan is attached hereto as Exhibit 10.1, the amended and restated Directors' Fee Deferral Plan is attached hereto as Exhibit 10.2, the amended and restated Supplemental Executive Retirement Plan is attached hereto as Exhibit 10.3, and the amendment
to outstanding Option Agreements and Restricted Stock Agreements is attached hereto as Exhibit 10.4.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated balance sheet as of September 29, 2007, and unaudited pro forma consolidated statements of income for first nine months 2007 and for the years 2006, 2005, and 2004 are included as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
10.1 Amended and restated Temple-Inland Nonqualified Deferred Compensation Plan
10.2 Amended and restated Temple-Inland Directors' Fee Deferral Plan
10.3 Amended and restated Temple-Inland Supplemental Executive Retirement Plan
10.4 Amendment to outstanding Temple-Inland Option Agreements and Restricted Stock Agreements
99.1 Press release dated December 31, 2007 announcing the completion of the Distributions of Forestar and Guaranty
99.2 Unaudited pro forma consolidated balance sheet as of September 29, 2007, and unaudited pro forma consolidated statements of income for first nine months 2007 and for the years 2006, 2005, and 2004
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