<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-12
T.J.T., INC.
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(Name of Registrant as Specified In Its Charter)
T.J.T., INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i), or 14a-6(i)(2).
[ ] $500 for each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11(1).
(1) Title of each class of securities to which transaction applies:
Not Applicable.
(2) Aggregate number of securities to which transaction applies:
Not Applicable.
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not Applicable.
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not Applicable.
(2) Form, Schedule or Registration Statement No.: Not Applicable
(3) Filing Party: Not Applicable.
(4) Date Filed: Not Applicable.
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<PAGE>
T.J.T., INC.
843 NORTH WASHINGTON
EMMETT, IDAHO 83617
January 29, 1997
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of T.J.T.,
Inc., to be held at 10:00 A.M. Mountain Standard Time, on Tuesday, February 18,
1997. The meeting will be held at the Owyhee Plaza Hotel, 11th & Main Streets,
Boise, Idaho.
The business to be considered is described in the attached notice of the
meeting and Proxy Statement.
In addition to these matters, there will be a report on the affairs of the
Company, and an opportunity for questions and comments by stockholders.
We hope you will be able to attend.
Sincerely,
/s/ Terrence J. Sheldon
TERRENCE J. SHELDON
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
<PAGE>
T.J.T., INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 18, 1997
Dear Stockholder:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of T.J.T.,
Inc., a Washington corporation (the "Company" or "TJT"), will be held on
Tuesday, February 18, 1997, commencing at 10:00 a.m., local time, at the Owyhee
Plaza Hotel, 11th & Main Streets, Boise, Idaho (the "Annual Meeting") for the
following purposes:
1. To elect three Directors of the Company, each to serve until the
Annual Meeting of Stockholders in 1999 and until his or her successor
is duly elected and qualified.
2. To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the
independent auditors of the Company.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Stockholders of record at the close of business on December 20, 1996 are
entitled to notice and to vote at the Annual Meeting and at any and all
adjournments or postponements thereof. If you are unable to attend the Annual
Meeting in person, you are urged to sign, date and return the enclosed proxy as
it is necessary that the holders of a majority of the outstanding shares be
present, in person or by proxy, in order to obtain a quorum for the meeting.
The proxy may be returned in the accompanying, self-addressed envelope which
requires no postage if mailed in the United States.
BY ORDER OF THE BOARD OF DIRECTORS
April L. Kierstead
Secretary
Emmett, Idaho
January 29, 1997
-----------------------------------
The Company's 1996 Annual Report is being mailed to stockholders in
connection with this Proxy Statement. The Annual Report contains financial and
other information about the Company, but is not incorporated in the Proxy
Statement and is not to be deemed a part of the proxy soliciting material.
<PAGE>
T.J.T., INC.
843 NORTH WASHINGTON
EMMETT, IDAHO 83617
-------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 18, 1997
-------------------------
GENERAL INFORMATION
This Proxy Statement is being furnished by TJT to the holders of TJT Common
Stock in connection with the solicitation of proxies, by and on behalf of TJT's
Board of Directors, for use at the Annual Meeting. The purpose of the Annual
Meeting is for the holders of TJT Common Stock to consider and vote upon the
following proposals:
1. To elect three Directors of the Company to serve until the 1999 Annual
Meeting and until their successors are duly elected and qualified (see
"PROPOSAL 1. ELECTION OF DIRECTORS");
2. To ratify the appointment of Balukoff Lindstrom & Co., P.A. as the
independent auditors for the Company (see "PROPOSAL 2. RATIFICATION
OF AUDITORS"); and
3. To transact such other matters as may properly come before the Annual
Meeting.
DATE, TIME AND PLACE
The Annual Meeting will be held on Tuesday, February 18, 1997, at
10:00 a.m., local time, at the Owyhee Plaza Hotel, 11th & Main Streets, Boise,
Idaho.
RECORD DATE; SHARES ENTITLED TO VOTE
The Board of Directors of the Company has fixed the close of business on
December 20, 1996 as the record date (the "Record Date") for the determination
of stockholders of the Company entitled to notice of and to vote at the Annual
Meeting. Only holders of record of TJT Common Stock on the Record Date will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on the Record Date, there were 4,563,564 shares of TJT Common Stock
issued and outstanding and entitled to vote at the Annual Meeting. As of such
date, there were approximately 924 holders of record thereof.
This Proxy Statement and accompanying Notice of Annual Meeting of
Stockholders and Form of Proxy are first being mailed to stockholders on or
about January 29, 1997. This Proxy Statement will be furnished to brokers,
banks and similar persons whose name or whose nominee's name appear on the books
and records of the Company.
QUORUM; REQUIRED VOTE
As of the Record Date, the Company had outstanding 4,563,564 shares of TJT
Common Stock. Stockholders are entitled to one vote for each share of TJT
Common Stock held as of the Record Date on each matter to be voted on at the
Annual Meeting. Stockholders do not have cumulative voting rights. The
presence, in person or by proxy, of the holders of a majority of the issued and
outstanding shares of TJT Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum to transact business. Abstentions are counted
as present in determining whether the quorum requirement is satisfied, but they
have no other effect on voting for election of directors or approval of
auditors.
<PAGE>
In instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned a proxy ("broker
nonvotes"), those shares will be counted as present for quorum purposes. The
broker nonvotes will not be included in the vote totals for a proposal and
therefore will have no effect on any proposal.
If the persons present or represented by proxy at the Annual Meeting
constitute the holders of less than a majority of the outstanding shares of TJT
Common Stock as of the Record Date, the Annual Meeting may be adjourned for the
purpose of obtaining additional proxies or votes or for any other purpose and,
at any subsequent reconvening of the Annual Meeting, all proxies will be voted
in the same manner as such proxies would have been voted at the original
convening of the Annual Meeting (except for any proxies which have theretofore
effectively been revoked or withdrawn). See "-Revocation of Proxies" below.
VOTING OF PROXIES
Stockholders are requested to complete, date, sign and promptly return the
accompanying Form of Proxy in the enclosed envelope. All shares of TJT Common
Stock represented by properly executed proxies received in time for the Annual
Meeting will be voted at the Annual Meeting, or any adjournment or postponement
thereof, in the manner specified by the holders thereof. EXECUTED PROXIES THAT
DO NOT CONTAIN VOTING INSTRUCTIONS WILL BE VOTED (i) FOR THE ELECTION OF EACH OF
THE THREE NOMINEES FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS, AND
(ii) FOR THE APPOINTMENT OF BALUKOFF LINDSTROM & CO., P.A. AS THE AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997. It is not expected
that any matters other than those referred to herein will be brought before the
Annual Meeting. However, if other matters are properly presented, the persons
named as proxies will vote in accordance with their judgment with respect to
such matters.
REVOCATION OF PROXIES
Any holder of TJT Common Stock has the unconditional right to revoke
his or her proxy at any time prior to the voting thereof at the Annual Meeting
by (i) filing a written revocation with the Secretary of the Company at
843 North Washington, P.O. Box 278, Emmett, Idaho 83617, prior to the voting of
such proxy, (ii) giving a duly executed proxy bearing a later date, or
(iii) attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy.
SOLICITATION OF PROXIES
Solicitation of proxies for use at the Annual Meeting may be made in person
or by mail, telephone, telecopy or telegram. The Company will bear the cost of
solicitation of proxies. In addition, the directors, officers, employees and
representatives of the Company may solicit proxies from stockholders of the
Company by telephone, telecopy or telegram or in person. The Company has
requested banking institutions, brokerage firms, custodians, trustees, nominees
and fiduciaries to forward solicitation materials to the beneficial owners of
TJT Common Stock held of record by such persons or entities and the Company
will, upon the request of such record holders, reimburse reasonable forwarding
expenses. See "SOLICITATION OF PROXIES."
MARKET FOR COMMON STOCK
The TJT Common Stock is listed for quotation on the Nasdaq SmallCap Market
System under the symbol "AXLE." On the Record Date, the last sale price of TJT
Common Stock as reported by the Nasdaq SmallCap Market System was $3.50.
-2-
<PAGE>
BUSINESS AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
On November 14, 1996, the Company consummated the acquisition through
merger of Bradley Enterprises, Inc. ("Bradley"), a corporation in the business
of reconditioning axles and tires and based in Centralia, Washington. As part
of that acquisition and merger, the Company agreed to appoint to the Board of
Directors three persons nominated by Bradley to the Board. Accordingly, by
resolution dated January 8, 1997, and in accordance with the By-Laws of the
Company, the Board of Directors, at the request of Bradley, appointed three
Directors nominated by Bradley to fill vacancies created by the expansion in the
size of the Board from nine to eleven Directors and by the determination of Andy
C. Doll and April L. Kierstead, current Directors of the Company, not to stand
for reelection to the Board. The Bradley nominees -- Patricia I. Bradley,
B. Kelly Bradley, and Darren M. Bradley, all officers and employees of
Bradley -- were appointed to hold seats as Class I, Class II and Class III
Directors, respectively, whose terms expire in 1999, 1997 and 1998,
respectively. On such date, the Board also appointed, as a Class I Director
whose term expires in 1999, Scott Beechie, a Company Vice President and
Controller. The proxies solicited hereby cannot be voted to elect more than
three Directors at the Annual Meeting.
It is the intention of the proxy holders named in the enclosed proxy to
vote such proxies for the three Class I nominees first named below. In
addition, in connection with the Bradley transaction, certain officers and
directors of the Company owning approximately 29.8% of the outstanding shares of
the Company's Common Stock have agreed to vote for the three Bradley nominees
for a period of three years. As part of the same transaction, the former
Bradley shareholders, who now own approximately 20.6% of the outstanding shares
of TJT Common Stock following the merger, agreed to vote during the next three
years for election to the Board of up to ten persons acceptable to Terrence J.
Sheldon, the Chief Executive Officer of the Company.
Information with respect to the nominees for Director and Directors
continuing in office is set forth below.
CLASS I -- NOMINEES FOR ELECTION TO SERVE UNTIL THE 1999 ANNUAL MEETING OF
STOCKHOLDERS:
SCOTT BEECHIE, 38, was appointed to the Board in January 1997.
Mr. Beechie is a CPA and has served as Vice President and Controller
since July 1996. From 1990 to 1996, he served as Manager of Financial
Reporting for U.S. Bancorp (formerly West One Bancorp) in Boise,
Idaho. Mr. Beechie received a B.B.A. in Finance from Idaho State
University in 1981.
JOHN W. EAMES III, 56, was elected to the Board in 1991. Mr. Eames
has served as General Manager of the Company's Oregon Facility since
1991. From 1986 to 1991, he was national sales manager for Lodge
Logs, Inc., in Idaho. Mr. Eames is a brother-in-law of Mr. Andy C.
Doll, Vice President and Chief Financial Officer of the Company.
PATRICIA I. BRADLEY, 52, was appointed to the Board in January 1997.
Ms. Bradley has been with Bradley Enterprises, Inc. since 1978. She
has experience in all areas of the company's operations, and has
served in the capacity as Bradley Chief Executive Officer since 1989.
Following the merger with the Company in November 1996, Ms. Bradley
was appointed Senior Vice President and Manager of the Western
Division of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE THREE NOMINEES SET FORTH ABOVE.
If it is determined prior to the meeting that any nominee will be
unable to serve as a Director, the proxy holders reserve the right to substitute
a nominee and vote for another person of their choice in the place and stead of
any nominee unable so to serve, unless the Board of Directors reduces the size
of the membership of the Board of Directors prior to the Annual Meeting to
eliminate the position of any such nominee.
-3-
<PAGE>
CLASS II -- DIRECTORS ELECTED TO SERVE UNTIL THE 1997 ANNUAL MEETING OF
STOCKHOLDERS:
DOUGLAS A. STRUNK, 45, was elected to the Board in 1988. Mr. Strunk
has served as Sales Manager of the Idaho Facility since 1988.
Mr. Strunk received a vocational/technical certificate from College of
Southern Idaho in 1972.
STEPHEN A. WEISS, 55, was elected as a Director in 1995. For the past
25 years, Mr. Weiss has practiced corporate and business law in New
York City. He is currently a member of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel. Mr. Weiss serves on the Board of Directors of
Consolidated Stainless, Inc., a manufacturer and distributor of
stainless steel pipe, valves and fittings and Lanxide Corporation, a
company engaged in the development and commercialization of reinforced
ceramic and metal composite materials. Mr. Weiss received his B.S.,
L.L.B. and L.L.M. from New York University in 1962, 1965 and 1966,
respectively. Mr. Weiss is a member of the Executive Compensation
Committee and Audit Committee of the Board of Directors.
ARTHUR J. BERRY, 45, was elected to the Board in 1995. For the past
five years Mr. Berry has been the President and principal stockholder
of Arthur J. Berry & Company a real estate development and business
brokerage firm located in Boise, Idaho. Mr. Berry received a degree
in Finance from Boise State University in 1973, a J.D. from the
University of Idaho in 1976, and an MBA from Boise State University in
1981. Mr. Berry is a member of the Executive Compensation Committee
and Audit Committee of the Board of Directors.
B. KELLY BRADLEY, 34, was appointed to the Board in January 1997.
Mr. Bradley has been with Bradley Enterprises since 1980, and has
served as manager of various operations since 1984. He served as
General Manager of Bradley since 1989. Following the merger with TJT
in November 1996, he has been employed as General Manager of the
Company's Western Division.
CLASS III -- DIRECTORS ELECTED TO SERVE UNTIL THE 1998 ANNUAL MEETING OF
STOCKHOLDERS:
TERRENCE J. SHELDON, 54, was elected to the Board in 1977. Mr. Sheldon
is the founder and principal stockholder of the Company and has served
as President since October 1986 and Chief Executive Officer since
1994. Mr. Sheldon co-founded the Company in 1977. Mr. Sheldon is
Chairman of the Executive Compensation Committee of the Board of
Directors.
DARLE E. LACEY, 54, was elected to the Board in 1987. Mr. Lacey has
served as Dealer Sales Manager of the Company's Oregon Facility since
1987.
ROBERT L. BURKHART, 65, was elected to the Board in 1986. Mr. Burkhart
has served as Manager of the Idaho Plant since 1986. Mr. Burkhart
currently works part-time, two days a week, for the Company.
DARREN BRADLEY, 35, was appointed to the Board in January 1997.
Mr. Bradley has been with Bradley Enterprises since 1984, and has served as
Assistant Manager of Bradley since 1989. Following the merger with TJT in
November 1996, he has been employed as Assistant Manager of the Company's
Western Division.
BOARD COMMITTEES AND MEETINGS
The current committees of the Company's Board of Directors includes an
Executive Compensation Committee and an Audit Committee.
EXECUTIVE COMPENSATION COMMITTEE. The Executive Compensation Committee
reviews and adjusts the salaries of the principal officers and key executives of
the Company. The Executive Compensation Committee also administers the
Company's executive compensation and benefit plans. The Committee meets at such
time as may
-4-
<PAGE>
be deemed necessary by the Board of Directors or the Committee. The current
members of the Executive Compensation Committee are Terrence J. Sheldon
(Chairman), Stephen A. Weiss and Arthur J. Berry. This committee held no
meetings during the 1996 fiscal year, but did meet on November 21, 1996.
AUDIT COMMITTEE. The primary function of the Audit Committee is to
facilitate communications among outside auditors and the Board of Directors.
The Audit Committee also reviews financial statements, internal controls, and
procedures and the scope and results of audits. The Audit Committee meets at
such times as may be deemed necessary by the Board of Directors or the Audit
Committee. The current members of the Audit Committee are Andy C. Doll
(Chairman), Stephen A. Weiss and Arthur J. Berry. This committee held no
meetings during the 1996 fiscal year, but did meet on November 21, 1996.
The Board of Directors held a total of two regular meetings during the
fiscal year ended September 30, 1996. During such fiscal year, each incumbent
Director who served during the year, except for Messrs. Burkhart and Weiss,
attended 75% or more of the total number of meetings of the Board and the
committees of the Board on which he served that were held during the year.
DIRECTOR COMPENSATION
Non-employee Directors receive a fee of $500 per meeting (plus reasonable
out-of-pocket expenses in a manner consistent with past practice) for attendance
at meetings of the Company's Board of Directors. As of the date of this Proxy
Statement, only Messrs. Berry and Weiss are eligible to be compensated pursuant
to this policy. Pursuant to a Consulting Agreement which terminated December
31, 1996, Mr. Weiss was paid a consulting fee of $50,000 during the 1996 fiscal
year, for providing services to the Company with respect to implementation of
its growth strategy.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers of the Company:
NAME AGE POSITION
Terrence J. Sheldon 54 President, Chief Executive Officer
and Chairman of the Board of Directors
Patricia I. Bradley(1) 52 Senior Vice President and Manager of
Western Division
Andy C. Doll 61 Vice President, Treasurer and Chief
Financial Officer
Scott Beechie 38 Vice President and Controller
April L. Kierstead 41 Assistant Treasurer and Secretary
John W. Eames III 56 General Manager - Oregon Facility
Darle E. Lacey 54 Dealer Sales Manager, Oregon Facility
Robert L. Burkhart 65 Plant Manager - Idaho Facility
Douglas A. Strunk 45 Sales Manager - Idaho Facility
- ---------------------
(1) Ms. Bradley was appointed Senior Vice President in charge of the Western
Division of the Company, effective as of November 14, 1996, in connection
with the acquisition through merger of Bradley Enterprises, Inc.
ANDY C. DOLL - Mr. Doll has served as Vice President, Treasurer, Chief
Financial Officer and a Director of the Company since 1987. Mr. Doll received a
B.S. degree from the University of Arizona in 1958 and is a graduate of the
School for Bank Administration, University of Wisconsin (1970), and holds a
Certificate in Management Accounting. Mr. Doll has informed the Company he
intends to retire effective March 31, 1997, and has determined not to stand for
reelection to the Company's Board of Directors. During 1996, Mr. Doll served as
Chairman of the Audit Committee of the Board of Directors. Mr. Doll is a
brother-in-law of Mr. Eames.
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<PAGE>
APRIL L. KIERSTEAD - Ms. Kierstead has served as Assistant Treasurer,
Secretary and a Director of the Company since 1994. From 1987 to 1994, she
served as accounting manager for Acme Manufacturing Co., Inc., in Filer, Idaho.
Ms. Kierstead received a B.A. in Business Administration from Southwest Baptist
University in 1980. Ms. Kierstead has informed the Company that she has
determined not to stand for reelection to the Company's Board of Directors.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Balukoff, Lindstrom &
Co., P.A. as auditors to make an examination of the consolidated financial
statements of the Company for the fiscal year ending September 30, 1997. This
firm of independent public accountants has served as the Company's auditors
since the Company went public in December of 1995. Representatives of Balukoff,
Lindstrom & Co., P.A. will be present at the meeting, will be given the
opportunity to make a statement if they wish, and will be available to respond
to appropriate questions. In the absence of other instructions, shares
represented by properly executed proxies will be voted "FOR" the ratification
of Balukoff, Lindstrom & Co., P.A. as auditors for the fiscal year ending
September 30, 1997.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF BALUKOFF, LINDSTROM & CO., P.A. AS AUDITORS
FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
OTHER BUSINESS
The Company's management knows of no other matters to be brought before the
Annual Meeting for a vote. If, however, other matters are presented for a vote
at the Annual Meeting, the proxy holders will vote the shares represented by
properly executed proxies according to their judgment on those matters. At the
Annual Meeting, management will report on the Company's business, and
stockholders will have an opportunity to ask questions.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding persons known by the
Company to beneficially own, as defined by the Securities and Exchange
Commission ("SEC") Rule 13d-3, more than 5% of the Company's Common Stock as of
the Record Date, based solely on information regarding such ownerships available
to the Company in filings by such beneficial owners with the SEC on Schedules
13D and 13G. It also shows the same information as of the Record Date for all
Directors and nominees for Directors, the executive officers of the Company, and
all Directors and Executive Officers as a group. Except as set forth in the
footnotes below, all such persons possess sole voting and investment power with
respect to the shares listed. An asterisk in the column listing the percentage
of class owned indicates the person owns less than 1% of the Company's Common
Stock as of the Record Date.
<TABLE>
<CAPTION>
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(1) (2) (3) (4)
Number of Shares and
Nature of Beneficial
Ownership as of
December 20, 1996(1,2) Right to Acquire Percent
Name and Address (Including Shares in Within 60 Days of
of Beneficial Owner Column (3)) of December 20, 1996 Class(3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CERTAIN BENEFICIAL OWNERS:
Robert M. Rubin 631,189 346,535 12.6%
6060 Kings Gate Circle
Del Ray Beach, FL
DIRECTORS:
Terrence J. Sheldon 973,715 20,000 19.5%
Patricia I. Bradley(4) 592,200 -- 11.8%
Douglas A. Strunk 121,267 15,000 2.4%
Robert L. Burkhart 120,775 5,000 2.4%
Darle E. Lacey 106,378 7,500 2.1%
B. Kelly Bradley 75,200 -- 1.5%
Darren M. Bradley 75,200 -- 1.5%
Stephen A. Weiss 75,000 15,000 1.5%
Arthur J. Berry 50,000 -- 1.0%
John W. Eames III 18,024 10,000 *
Scott Beechie -- -- *
EXECUTIVE OFFICERS:
Andy C. Doll 202,648 15,000 4.1%
April L. Kierstead 11,330 7,500 *
All Directors and Executive 2,421,737 95,000 48.4%
Officers as a Group (13 persons)
</TABLE>
- --------------------
SEE FOOTNOTES ON NEXT PAGE.
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<PAGE>
(1) For purposes of this table, shares are considered to be "beneficially"
owned if the person directly or indirectly has the sole or shared power to
vote or direct the voting of the securities or the sole or shared power to
dispose of or direct the disposition of the securities; and a person has
the right to acquire the beneficial ownership of the shares within 60 days
of December 20, 1996. Unless otherwise indicated in these footnotes, each
stockholder has sole voting and investment power with respect to the shares
beneficially owned.
(2) Includes shares of Common Stock held by the Trustee of the T.J.T., Inc.
401(k) Profit Sharing Plan for the accounts of individuals as follows: Mr.
Sheldon - 176,843 shares, Mr. Doll - 63,808 shares, Mr. Strunk - 41,179
shares, Mr. Lacey - 33,214 shares, Mr. Eames - 8,024 shares, and Ms.
Kierstead - 950 shares.
(3) The percentages shown are calculated based upon the shares indicated in
column (2).
(4) Ms. Bradley shares voting and dispositive power as to such shares with her
husband.
* Represents less than 1% of the issued and outstanding shares of Common
Stock of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder require the Company's Executive
Officers and Directors and persons who own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission and Nasdaq SmallCap Market and furnish the Company with
copies.
Based on its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes Messrs.
Terrence J. Sheldon, Andy C. Doll, Robert L. Burkhart, Douglas A. Strunk, Darle
E. Lacey, John W. Eames, Robert M. Rubin, Stephen A. Weiss and Arthur J. Berry,
and Ms. April M. Kierstead did not timely file their initial Form 3s in
connection with the Company's initial public offering. The foregoing persons
subsequently filed Form 3s relating to their initial ownership of Company stock
as of the date of the Company's IPO.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to the Chief
Executive Officer and the Vice President and Chief Financial Officer, the two
highest paid employees of the Company, determined as of September 30, 1996. It
should be noted that the Company became a reporting company under the Exchange
Act in December 1995. No other Executive Officer of the Company was paid more
than $100,000 during fiscal 1996.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL --------------------------------------
COMPENSATION (1) STOCK
------------------------ OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION (2) GRANTED (3)
- ----------------------------------------- -------- ------------ -------------------- --------------
<S> <C> <C> <C> <C>
Terrence J. Sheldon 1996 $225,000 $23,842 --
President, Chief Executive Officer 1995 $135,960 $ 5,697 20,000
and Director 1994 $205,955 $11,770 --
Andy C. Doll 1996 $ 85,000 $ 9,892 --
Vice President, Chief Financial Officer 1995 $ 62,988 $ 3,779 15,000
and Director 1994 $ 74,772 $ 4,486 --
</TABLE>
(1) Excludes personal benefits and other forms of non-cash
compensation that did not in the aggregate exceed 10% of the
aggregate amount of cash compensation shown for the subject
individuals.
(2) Includes participating contributions to the Company 401(k) Plan
on a calendar year.
(3) Represents five year stock options granted in October 1994 at
$5.00 and repriced as of September 1, 1995 at $4.00. See "1994
Stock Option Plan."
EMPLOYMENT AGREEMENTS
Effective as of October 1, 1995, the Company entered into separate
employment, non-disclosure and non-competition agreements with each of Messrs.
Terrence J. Sheldon and Andy C. Doll, pursuant to which such persons are to
serve as President and Chief Executive Officer, and Vice-President and
Treasurer, respectively, through September 30, 1997 and March 31, 1997,
respectively. The employment agreements provide for minimum annual base
salaries to each of Messrs. Sheldon and Doll of $225,000 and $85,000,
respectively, and benefits comparable to those provided to other Company
employees. The agreements further provide that each of Messrs. Sheldon and Doll
are required to devote substantially all of his business time to the performance
of his duties and responsibilities to the Company. Each of such employment
agreements prohibits the employee from engaging in any competitive activities
with the Company during the course of his employment with the Company, and for a
period of three years following termination of employment if such employee
terminates his employment or is terminated for cause (as defined).
In addition to their base salaries, Messrs. Sheldon and Doll will be
entitled to share in proportion to their respective base salaries, an annual
bonus (not to exceed an aggregate of $150,000 per annum) equal to three percent
of the Company's net income before taxes, after deducting the amount of the
annual bonus (the "Pre-Tax Income"), in each of the fiscal years during the term
of their employment agreements. In no event, however, will a bonus be paid for
the fiscal year ending September 30, 1996, unless the Pre-Tax Income is at least
$1,000,000 (the "Minimum Base Net Income"). The Minimum Base Net Income levels
for the subsequent two fiscal years shall be fixed by the Compensation Committee
of the Board prior to the commencement of such years. Had such employment
agreements been effective for 1994 and 1995, no bonus payments would have been
made thereunder. Based on Pre-Tax Income of the Company for the fiscal year
ended September 30, 1996, no bonus payments were made to either Mr. Sheldon or
Mr. Doll during 1996.
Any increases in the annual rates of compensation of Messrs. Sheldon and
Doll under their employment agreements must be approved by a majority of both
the disinterested Directors and the Executive Compensation Committee.
-9-
<PAGE>
The employment agreements with Messrs. Sheldon and Doll grant to the
subject employee the right to elect, within one year after any change in control
of the Company, to terminate his employment on not less than 90 days' prior
written notice, and thereafter receive his salary and benefits for a period of
18 months or to the scheduled expiration date of such employment agreement
(whichever is later). Such salary continuation is also applicable in the event
that the Company terminates such individual's employment (other than "for
cause") within one year after any change in control of the Company. For
purposes of such agreements, a "change in control" is deemed to occur at such
time as a majority of the total outstanding votes eligible to vote for directors
of the Company are owned (legally or beneficially) by any person (or group of
persons acting in concert) who was not a stockholder of the Company as of the
date of the commencement of the agreements.
At September 30, 1996, the Company had no other employment agreements
(other than arrangements terminable by the Company "at will") with any other
officers or employees.
1994 STOCK OPTION PLAN
On October 4, 1994, the Board of Directors of the Company approved the
Company's 1994 Stock Option Plan (the "Plan"). Under the Plan, officers,
directors, and/or key employees and/or consultants of the Company can receive
incentive stock options and non-qualified stock options to purchase up to an
aggregate of 200,000 shares of the Company's Common Stock (of which no more than
100,000 shares may be pursuant to incentive stock options, and no more than
100,000 shares may be pursuant to non-qualified stock options). On February 17,
1995, the shareholders of the Company approved the Plan at a special meeting.
The Board of Directors has awarded non-qualified stock options under the
Plan, effective as of October 1, 1994, for an aggregate of 100,000 shares, all
of which provide for an exercise price of $4.00 per share. No stock options
were granted during the 1996 fiscal year, and no stock options were exercised by
any optionees during such period. The following table provides information as
to options exercised by each of the Executive Officers of the Company during the
fiscal year ended September 30, 1996, and the value of options held by such
Executives at fiscal year end measured in terms of the last reported sale price
for the Company's Common Stock on September 30, 1996 ($6-3/16, as reported on
the Nasdaq SmallCap Market System).
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options
Shares Acquired Options at FY-End (#) at FY End ($)
Name on Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Terrence J. Sheldon -- -- 20,000/0 $43,750/0
Andy C. Doll -- -- 15,000/0 $32,813/0
Douglas A. Strunk -- -- 15,000/0 $32,813/0
John W. Eames III -- -- 10,000/0 $21,875/0
Darle E. Lacy -- -- 7,500/0 $16,406/0
April L. Kierstead -- -- 7,500/0 $16,406/0
Robert L. Burkhart -- -- 5,000/0 $10,938/0
</TABLE>
-10-
<PAGE>
401(k) PROFIT SHARING PLAN
As of September 30, 1996, the Company maintained a 401(k) Profit Sharing
Plan (the "401(k) Plan") for eligible employees of the Company. The 401(k) Plan
is a profit-sharing plan, including a cash or deferred arrangement pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended, sponsored by
the Company for purposes of providing eligible employees an opportunity to defer
compensation and have such deferred amounts contributed to the 401(k) Plan on a
pre-tax basis, subject to certain limitations. The Company makes a matching
contribution with respect to employee deferrals of 50% of employees'
contributions up to 6% of wages for contributions beginning August 1, 1996 and
100% of contributions up to 6% of wages for the reported periods prior to
August 1, 1996.
During the fiscal year ended September 30, 1996, the Company made matching
contributions of $56,925, to match deferrals of compensation by participants
during the year. Amounts contributed to the 401(k) Plan by Executive Officers
during the 1996 fiscal year totaled $31,859.
CERTAIN TRANSACTIONS
The Company has extended a loan to J.R. Strunk, a brother of Douglas
Strunk, a Director of the Company. The note matures in 1997 and bears interest
at 16.77% per annum. The loan is secured by equipment and machinery.
The Company has entered into agreements with J.R. Strunk and Vance Strunk,
brothers of Douglas Strunk, a Director of the Company, to serve as independent
buyers for the Company during 1996. These buyers purchased $1,190,598 of used
axles and tires for the Company in 1996. In order to facilitate transactions
between the Company and the buyers, the Company advances cash to the buyers. At
September 30, 1996, the Company had advanced $16,364 to these parties.
The Company purchased property from T.J.T. Enterprises, a partnership
composed of Terrence J. Sheldon, Chief Executive Officer and President of the
Company, and Jerry L. Radandt, a former officer of the Company, for $66,500
during 1996. The Company financed $46,500 of the purchase price with a note
bearing interest at 8%, maturing 2005. A total of $2,420 of interest was paid
to T.J.T. Enterprises prior to the Company's paying the note in full during
1996.
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)
The Executive Compensation Committee is comprised of Stephen A. Weiss and
Arthur J. Berry, non-employee Directors, and of Terrence J. Sheldon, President
and Chief Executive Officer of the Company. Compensation of the top executive
officers is reviewed at least annually by the Executive Compensation Committee.
The most recent review was conducted on November 21, 1996.
As noted above, Messrs. Sheldon and Doll have employment contracts which
commenced October 1, 1995, which provide for base compensation, an auto
allowance and a bonus calculated as a percentage of the Company's Pre-Tax
Income. No increases in base compensation were provided for the fiscal year
commencing October 1, 1996 for either Mr. Sheldon or Mr. Doll. In addition,
based on the formula provided in the employment agreements, no bonus was paid to
either of Messrs. Sheldon or Doll during fiscal year 1996.
As of September 30, 1996, no other executive officer of the Company was
subject to an employment agreement.
- --------------------
(1) The disclosure in this section of the Proxy Statement is not incorporated
by reference into any filings of the Company under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.
-11-
<PAGE>
COMPENSATION POLICY APPLICABLE TO OFFICERS AND KEY EXECUTIVES . The goal
of the Executive Compensation Committee is to create compensation packages for
officers and key executives which will attract, retain and motivate executive
personnel who are capable of achieving the Company's short- and long-term
financial and strategic goals. Compensation packages are designed to combine a
mixture of short-term and long-term incentives tied to Company performance as
described more particularly below. In exercising its responsibilities, the
Executive Compensation Committee seeks to encourage management to achieve the
Company's short- and long-term financial and strategic objectives, including
maximizing long-term value for stockholders. Through the implementation of its
compensation policies, the Executive Compensation Committee believes it can
motivate management to consider the Company's short-term and long-term
objectives, such as the Company's financial performance and stock price
appreciation, by rewarding the Company's key officers and executives upon
achieving such objectives. The Executive Compensation Committee has not adopted
a policy in response to federal tax law changes that, beginning in 1994, limit
the deductibility by the Company of compensation in excess of $1 million per
employee per year for each of the Company's five most highly compensated
executives, since the total compensation paid to any individual executive
officer does not now, and is not in the foreseeable future anticipated to,
exceed the deductibility levels.
EXECUTIVE COMPENSATION POLICIES. Executive compensation at the Company is
made up of three elements: (i) base salary, (ii) bonuses and (iii) grants of
equity-based compensation (e.g., stock options).
BASE SALARY. Base salary for officers and executives was set by the
Company prior to the initial public offering of the Company in December 1995.
Consideration was given to each person's job responsibilities, and the salaries
paid to officers and executives in comparable positions in similar-sized
companies in the Emmett, Idaho area. Effective January 1, 1995, the Executive
Compensation Committee established base salaries for all of the executive
officers of the Company.
On November 14, 1996, the Executive Compensation Committee reviewed the
salaries for officers and executives of the Company and determined that no
changes in base salary levels from those established in 1995 were appropriate.
BONUSES. In addition to base salary, Messrs. Sheldon and Doll are
eligible to receive bonuses under the Company's Management Bonus Plan. Based on
the Pre-Tax Income of the Company, no bonuses were paid to either Mr. Sheldon or
Mr. Doll under the Plan for the year ended September 30, 1996.
STOCK OPTIONS. In addition to salary and bonus, the Company has
adopted the 1994 Stock Option Plan, which provides that the long-term
compensation of officers and key employees be dependent upon the financial
performance of the Company. Under the Stock Option Plan, officers and key
employees are eligible to receive awards of stock options. The number of stock
options granted to each executive officer is determined by a competitive
compensation analysis and each individual's salary and responsibility. The
Executive Compensation Committee also considers the number and exercise price of
options and shares of restricted stock granted to individuals in the past.
During fiscal 1996, no stock options were granted under the Stock Option Plan.
CEO'S COMPENSATION. Mr. Sheldon's minimum annual base salary is
established by the terms of an employment agreement ("Employment Agreement")
entered into between Mr. Sheldon and the Company, effective as of October 1,
1995. Such initial base salary of $225,000 was based on Mr. Sheldon's
responsibilities and his knowledge and experience of the axle and tire
reconditioning industry. Bonus amounts and stock option awards to Mr. Sheldon
were based on Company performance, and his level of responsibility and
experience. No increase in Mr. Sheldon's base salary was awarded for the fiscal
year commencing October 1, 1996, and no additional stock options were awarded to
Mr. Sheldon during the year.
Terrence J. Sheldon (Chairman)
Stephen A. Weiss
Arthur S. Berry
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The Executive Compensation Committee consists of Mr. Sheldon, Chief
Executive Officer and President of the Company, and two non-employee Directors.
Currently, the members of the Executive Compensation Committee in addition to
Mr. Sheldon are Messrs. Weiss and Berry. None of the executive officers of the
Company serve as a director of another corporation in a case where an executive
officer of such other corporation serves as a Director of the Company.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1996 Annual Report is being mailed to shareholders with this
Proxy Statement. Copies of the 1996 Annual Report to shareholders and the
Company's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission may be obtained without charge from the Company, 434 N. Washington,
P.O. Box 278, Emmett, Idaho 83617, Attention: Scott Beechie. Financial
statements are also on file with the Securities and Exchange Commission,
Washington, D.C. and with the Nasdaq SmallCap Market and the Boston Stock
Exchange.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal submitted by a stockholder for action at the 1997 Annual
Meeting of Stockholders must be submitted in a letter to the Secretary of the
Company and received by the Company by September 29, 1997 in order for such
proposal to be included in the Company's proxy statement and form of proxy
relating to such meeting. The proposal must be in the form required by and
subject to the other requirements of applicable rules of the Commission.
The Executive Committee will consider nominees for the Board of Directors
recommended by stockholders for the 1997 Annual Meeting if the following
information concerning each nominee is disclosed in writing: name, age,
business address, residence address, principal occupation or employment, class
and number of shares of TJT Common Stock which are beneficially owned by each
nominee and other information relating to the nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Exchange Act. The stockholder making the nomination
must also disclose his name, address and the number of shares beneficially
owned. All such recommendations must be submitted to the Company in a letter to
the Secretary of the Company not less than 60 days prior to the 1997 Annual
Meeting; provided, however, that in the event public announcement of the date of
the annual meeting is not made at least 75 days prior to the date of the annual
meeting, such recommendation by the stockholder must be received not later than
10 days following the day on which public announcement is first made of the date
of the 1997 Annual Meeting.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its stockholders
on behalf of the Board of Directors. Proxies may be solicited by the directors,
officers, and employees of the Company by personal interview, telephone or
telegram. Such directors, officers and employees will not be additionally
compensated for such solicitation, but may be reimbursed for out-of-pocket
expenses incurred in connection therewith. Arrangements will also be made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of the TJT Common
Stock held of record by such persons, and the Company will reimburse such
brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-
pocket expenses incurred in connection therewith.
Dated: January 29, 1997 BY ORDER OF THE BOARD OF DIRECTORS
April L. Kierstead
SECRETARY
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
T.J.T., INC.
The undersigned hereby appoints Terrence J. Sheldon and April L. Kierstead
attorneys and proxies, each with power to act without the other and with power
of substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of T.J.T., Inc. standing in the name
of the undersigned with all powers which the undersigned would possess if
present at the Annual Meeting of Stockholders of the Company to be held at
Owyhee Plaza Hotel, 11th & Main Streets, Boise, ID 83729 at 10:00 a.m. Standard
Time on February 18, 1997 or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER, IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
FOR all nominees listed below WITHHOLD AUTHORITY
to vote for all nominees listed
(except as marked to the contrary) below
</TABLE>
NOMINEES: Scott Beechie, John W. Eames, III, Patricia I. Bradley
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
2. The appointment of Balukoff Lindstrom & Co., P.A. as the independent
certified public accountants of the corporation for the fiscal year ending
September 30, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion upon such other business as may properly come
before the meeting.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: _________________________, 1997
______________________________________
(Signature)
______________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
