EXHIBIT(d)(6)
EXECUTION COPY
AMENDMENT NO. 1 TO THE
STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT (this "Amendment No.
1"), dated as of November 30, 2001, is by and among Temple-Inland Inc., a
Delaware corporation ("Parent"), Temple-Inland Acquisition Corporation, a
Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger
Subsidiary"), and each of Mid-America Group, Ltd., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
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▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. Park (each
in his individual capacity, a "Stockholder", and collectively, the
"Stockholders").
WITNESSETH:
WHEREAS, Parent, Merger Subsidiary and the Company, concurrently with
the execution and delivery of this Amendment No. 1, will enter into an Amendment
No. 1 to the Agreement and Plan of Merger, dated as of the date hereof ("Merger
Agreement Amendment No. 1"), which amends, among other things, the Agreement and
Plan of Merger, dated as of September 27, 2001 (as amended, the "Merger
Agreement"), and all annexes, schedules, exhibits and attachments thereto, to
reflect the change in the offer price in the Offer, from $1.80 to $1.25 per
Share; and
WHEREAS, Parent, Merger Subsidiary and the Stockholders have entered
into a Stockholders Agreement, dated as of September 27, 2001 (the "Stockholders
Agreement"); and
WHEREAS, Parent, Merger Subsidiary and the Stockholders have agreed to
amend the Stockholders Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, and
intending to be legally bound hereby, Parent, Merger Subsidiary and the
Stockholders hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Stockholders Agreement.
2. Schedule 1(a). Schedule 1(a) to the Stockholders Agreement shall be
deleted in its entirety and replaced by the updated information set forth on
Exhibit A attached hereto.
3. Purchase and Sale of the Shares. The Stockholders Agreement shall be
amended as follows to reflect a reduction from $1.80 to $1.25 in the purchase
price per Share:
Section 3 of the Stockholders Agreement shall be deleted in its
entirety and replaced by the following:
"Each of the Stockholders hereby agrees that it shall tender the Shares
into the Offer promptly, and in any event no later than the tenth
business day following the commencement of the Offer pursuant to
Section 1.1 of the Merger Agreement, and that such Stockholder shall
not withdraw any Shares so tendered unless the Offer is terminated or
has expired. Merger Subsidiary hereby agrees to purchase all the Shares
so tendered at a price per Share equal to the Merger Consideration (as
defined in the Merger Agreement, as amended by Amendment No. 1 to the
Merger Agreement, dated as of November 30, 2001) or any higher price
that may be paid in the Offer; provided, however, that Merger
Subsidiary's obligation to accept for payment and pay for the Shares in
the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex I thereto."
4. References to the Offer and the Merger. For the avoidance of doubt,
all references to the Offer, the Merger and Merger Consideration in the
Stockholders Agreement shall refer to the Offer, the Merger and the Merger
Agreement as amended pursuant to the terms of Merger Agreement Amendment No. 1.
5. Representations and Warranties of the Stockholders. Each of the
Stockholders hereby represents and warrants to Parent and Merger Subsidiary,
severally and not jointly, as follows:
Such Stockholder has all requisite power and authority and, if an
individual, the legal capacity, to execute and deliver this Amendment No. 1 and
to consummate the transactions contemplated hereby. This Amendment No. 1 has
been validly executed and delivered by such Stockholder and, assuming that this
Amendment No. 1 constitutes the legal, valid and binding obligation of the other
parties hereto, constitutes the legal, valid and binding obligation of
Stockholder, enforceable against such Stockholder in accordance with its terms.
6. Representations and Warranties of Parent and Merger Subsidiary. Each
of Parent and Merger Subsidiary hereby, jointly and severally, represents and
warrants to the Stockholders as follows:
Each of Parent and Merger Subsidiary has all requisite corporate power
and authority to execute and deliver this Amendment No. 1 and to consummate the
transactions contemplated hereby. This Amendment No. 1 has been validly executed
and delivered by each of Parent and Merger Subsidiary and, assuming that this
Amendment No. 1 constitutes the legal, valid and binding obligation of the other
parties hereto, constitutes the
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legal, valid and binding obligation of each of Parent and Merger Subsidiary,
enforceable against Parent and Merger Subsidiary in accordance with its terms.
7. Miscellaneous.
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Amendment No. 1 or the Stockholders Agreement.
(b) This Amendment No. 1 may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.
(c) This Amendment No. 1 shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflicts of law thereof.
(d) Except as specifically provided herein, the Stockholders Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Stockholders
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
[Signature page follows]
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IN WITNESS WHEREOF, Parent. Merger Subsidiary and each of the
Stockholders have caused this Amendment No. 1 to be duly executed and delivered,
all as of the date first above written.
TEMPLE-INLAND INC.
By: /s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Chief
Administrative Officer
TEMPLE-INLAND ACQUISITION CORPORATION
By: /s/ M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
(Continuation of Signature Page to the Amendment No. 1
to the Stockholders Agreement)
MID-AMERICA GROUP, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
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(Continuation of Signature Page to the Amendment No. 1
to the Stockholders Agreement)
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/s/ ▇▇▇▇▇▇▇ ▇. PARK
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▇▇▇▇▇▇▇ ▇. Park
EXHIBIT A
SCHEDULE 1(a)
OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY
SHARES OF CLASS SHARES OF SHARES UNDER
A COMMON RESTRICTED UNEXERCISED
SHAREHOLDER COMMON STOCK STOCK OPTION GRANTS
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MID-AMERICA GROUP, LTD 4,589,942
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 40,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 883,186 28,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 77,250 270,000 150,000
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 3,008 28,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 25,000 28,000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 21,500 28,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,000 28,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 28,000
▇▇▇▇▇ ▇. ▇▇▇▇ 10,000 21,000
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ 40,000 28,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 98,570 310,000 85,000
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 44,000 135,000 75,000
▇▇▇▇▇▇▇ ▇. PARK 41,024 82,000 55,000
TOTALS 5,875,480 797,000 582,000
