<PAGE>
T.J.T., INC.
843 NORTH WASHINGTON
EMMETT, IDAHO 83617
January 28, 1998
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 24,
1998. 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,
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 24, 1998
Dear Stockholder:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of T.J.T.,
Inc., a Washington corporation (the "Company" or "TJT"), will be held on
Tuesday, February 24, 1998, 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 five Directors of the Company, each to serve until the Annual
Meeting of Stockholders in 2001 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 approve the Company's 1997 Directors Stock Option Plan.
4. 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 22, 1997, 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 28, 1998
______________________________
The Company's 1997 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 24, 1998
______________________________
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
T.J.T., Inc., a Washington corporation (the "Company"), for use at the Annual
Meeting to be held on February 24, 1998, at 10:00 a.m. (the "Annual Meeting"),
or at any adjournment or postponement thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders. The purpose
of the Annual Meeting is for the stockholders of the Company's Common Stock to
consider and vote upon the following proposals:
1. To elect five Directors of the Company to serve until the 2001 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");
3. To approve the Company's 1997 Directors Stock Option Plan (see
"PROPOSAL 3. APPROVAL OF 1997 DIRECTORS STOCK OPTION PLAN"); and
4. 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 24, 1998, at 10:00
a.m., local time, at the Owyhee Plaza Hotel, 11th & Main Streets, Boise, Idaho.
The Company intends to mail this Proxy Statement and accompanying proxy
card on or about January 28, 1998, to all stockholders entitled to vote at the
Annual Meeting. This Proxy Statement will be furnished to brokers, banks and
similar persons whose name or whose nominee's name appears on the books and
records of the Company.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies. Copies
of solicitation materials will be furnished to banks, brokerage houses,
fiduciaries, and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
will reimburse such brokerage houses, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred in connection therewith.
Solicitation of proxies may be made in person or by mail, telephone, telecopy or
telegram. 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. 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.
<PAGE>
RECORD DATE; SHARES ENTITLED TO VOTE
The Board of Directors of the Company has fixed the close of business on
December 22, 1997, as the record date (the "Record Date") for the determination
of stockholders of the Company. Only holders of record of 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, the Company had outstanding and
entitled to vote 4,854,739 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
On the Record Date, there were approximately 1,495 holders of record.
MARKET FOR COMMON STOCK
The Company's Common Stock is listed for quotation on the NASDAQ SmallCap
Market System under the symbol "AXLE." On the Record Date, the fair market
value of the Common Stock as reported by the NASDAQ SmallCap Market System was
$2.00.
QUORUM; REQUIRED VOTE
As of the Record Date, the Company had outstanding 4,854,739 shares of
Common Stock. Stockholders are entitled to one vote for each share of 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 Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum to transact business. Abstentions are counted toward the
quorum requirement, but they have no other effect on voting for election of
directors or approval of auditors. Broker non-votes are counted toward a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
If the persons present or represented by proxy at the Annual Meeting
constitute less than a majority of the outstanding shares of 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 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) IN FAVOR OF THE ELECTION OF EACH
OF THE FIVE NOMINEES FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS, (ii) IN
FAVOR OF THE APPOINTMENT OF BALUKOFF LINDSTROM & CO., P.A. AS THE AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1998, AND (iii) IN FAVOR OF
THE APPROVAL OF THE 1997 DIRECTORS STOCK OPTION PLAN. 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 person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at 843 North Washington, P.O. Box 278, Emmett, Idaho
83617, a written notice of revocation or a duly executed proxy bearing a later
date, or attending the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not, by itself, revoke a proxy.
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<PAGE>
STOCKHOLDER PROPOSALS
The Company has not received any proposals by stockholders for action at
the Annual Meeting.
STOCKHOLDER NOMINATION OF DIRECTORS
The Company has not received any nominations to the Board of Directors
from stockholders.
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<PAGE>
INFORMATION CONCERNING CHANGES TO THE BOARD OF DIRECTORS
On November 14, 1996, the Company consummated the acquisition through the
merger of Bradley Enterprises, Inc. ("Bradley"). Bradley reconditioned axles
and tires and was based in Centralia, Washington. As part of the acquisition
and merger, the Company agreed to appoint three people who were nominated by
Bradley to the Board of Directors. In accordance with the By-Laws of the
Company, the request of Bradley, and the resolution dated January 8, 1997, the
Board of Directors appointed the three Bradley nominees to the Company's Board
of Directors.
As of the 1997 annual meeting, Patricia I. Bradley was elected to the Board
of Directors to serve as a Class I Director until the year 2000. B. Kelly
Bradley and Darren M. Bradley were appointed to the Board of Directors as
Class II and III Directors, respectively. The terms for these appointed
Directors expire as of the annual meeting in 1998 and 1999, respectively.
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 agreed to vote for one of each of the Bradley nominees
for the next three consecutive years. Following the merger, the former Bradley
stockholders, who owned approximately 20.6% of the outstanding shares of the
Company's Common Stock agreed to vote for the election of up to ten persons to
the Board of Directors who must be acceptable to Terrence J. Sheldon, the Chief
Executive Officer of the Company.
Additional changes occurred in the 1997 annual meeting to the Board of
Directors. The Shareholders elected Scott Beechie, Vice President and
Controller of the Company, to be a Class I Director, whose term expires in 2000.
April L. Kierstead, Secretary, Assistant Treasurer, and Director of the Company
did not stand for re-election. Stephen A. Weiss resigned from the Board of
Directors as of June 15, 1997, for personal reasons, and Andy C. Doll, Vice
President, Treasurer, Chief Financial Officer, and Director of the Company
retired as of March 31, 1997.
BUSINESS AT THE ANNUAL MEETING
PROPOSAL 1.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes of
directors serving staggered three-year terms. The term of one class of
directors expires at each annual meeting of stockholders, but each director
serves on the Board of Directors until his successor has been duly elected and
qualified. There are currently three Class I Directors: Scott Beechie, John W.
Eames III and Patricia I. Bradley, five Class II Directors: Douglas A. Strunk
and Arthur J. Berry, who were elected to the Board and B. Kelly Bradley,
Scott M. Hayes, and Ulysses B. Mori who were appointed to the Board of
Directors, and four Class III Directors: Terrence J. Sheldon, Darle E. Lacey,
and Robert L. Burkhart, all of whom were elected to the Board, and Darren
Bradley, who was appointed to the Board of Directors. The term of office for
the directors in Class II expires as of the Annual Meeting. The term of office
for the directors in Class III expires at the 1999 annual meeting, and the term
of office for those directors in Class I will expire at the 2000 annual meeting.
At the Annual Meeting, Class II nominees will be elected to hold office
until the 2001 annual meeting of stockholders. If it is determined prior to the
Annual 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.
The Class II Directors, Douglas A. Strunk and Arthur Berry, terms expire as
of the Annual Meeting, however, both are standing for re-election at the Annual
Meeting. In addition, B. Kelly Bradley, Ulysses B. Mori and Scott M. Hayes are
nominated for election at the Annual Meeting.
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<PAGE>
It is the intention of the proxy holders named in the enclosed proxy to
vote for the five Class II nominees named below and expand the Board of
Directors from eleven to twelve members.
The names of the nominees and each of the continuing directors and certain
information about them are set forth below:
CLASS II -- NOMINEES FOR ELECTION TO SERVE UNTIL THE 2001 ANNUAL MEETING OF
STOCKHOLDERS:
DOUGLAS A. STRUNK, 46, 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.
ULYSSES B. MORI, 45, was appointed to the Board in May 1997.
Following the merger with Leg-it Tire Company, Inc., Mr. Mori was
appointed as a Senior Vice President and Manager of the Leg-it
Division of the Company. Mr. Mori had previously been the President
and Chief Executive Officer of Leg-it Tire Company, Inc. since 1980.
Mr. Mori is a member of the National Axles and Tires Association and
the Transportation Task Force.
SCOTT M. HAYES, 50, was appointed to the Board in May 1997. Mr. Hayes
was also appointed to the Company's Executive Compensation and Audit
Committees. Currently, Mr. Hayes is a self-employed private investor
and consultant. He previously served as the Executive Vice President
and Chief Financial Officer of U.S. Bancorp (formerly, West One
Bancorp).
ARTHUR J. BERRY, 46, 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 and Audit
Committees of the Board of Directors.
B. KELLY BRADLEY, 35, was appointed to the Board in 1997. Mr. Bradley
has been with Bradley Enterprises, Inc. 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. Mr. Bradley is the son of Patricia I.
Bradley, the Senior Vice President and Manager of the Western Division
of the Company and a member of the Board of Directors, and the brother
of Darren Bradley, a member of the Board of Directors.
CLASS I -- DIRECTORS ELECTED TO SERVE UNTIL THE 2000 ANNUAL MEETING OF
STOCKHOLDERS:
SCOTT BEECHIE, 39, was elected to the Board in February 1997.
Mr. Beechie is a CPA and has served as Vice President since July 1996.
He was appointed Chief Financial Officer of the Company in April 1997.
Mr. Beechie was also appointed as a member of the Company's Audit
Committee in April 1997. 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, 57, was elected to the Board in 1991. In June
1997, Mr. Eames was appointed Director of Governmental and Industrial
Affairs for the Company. Mr. Eames previously served as General
Manager of the Company's Oregon Facility from 1991 to June 1997. 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, the former
Vice President and Chief Financial Officer of the Company.
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<PAGE>
PATRICIA I. BRADLEY, 53, was elected to the Board in February 1997.
Ms. Bradley was appointed Senior Vice President and Manager of the
Western Division of the Company in November 1996. Previously,
Ms. Bradley was the owner and Chief Executive Officer of Bradley
Enterprises, Inc. Ms. Bradley is the mother of Darren Bradley and B.
Kelly Bradley, Directors of the Company.
CLASS III -- DIRECTORS ELECTED TO SERVE UNTIL THE 1999 ANNUAL MEETING OF
STOCKHOLDERS:
TERRENCE J. SHELDON, 56, was elected to the Board in 1977. Mr.
Sheldon is a 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, 55, was elected to the Board in 1987. As of July
1997, Mr. Lacey was appointed Western Division Head of Purchasing of
the Dealer Sales Material in the Company's Washington facility. From
1989 to 1997, Mr. Lacey was Branch Sales Manager in the Company's
Oregon facility.
ROBERT L. BURKHART, 66, was elected to the Board in 1986. Mr.
Burkhart has served as Manager of the Idaho Plant since 1978. Mr.
Burkhart currently works part-time, two days a week, for the Company.
DARREN BRADLEY, 36, was appointed to the Board in January 1997. As of
November 1996, Mr. Bradley was employed as Assistant Manager of the
Company's Western Division. Prior to that, Mr. Bradley had been
involved with Bradley Enterprises, Inc. since 1984, and was Assistant
Manager since 1989. Mr. Bradley is the son of Patricia I. Bradley and
brother of B. Kelly Bradley, both members of the Board of Directors.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended September 30, 1997, the Board of Directors
held four meetings. The Board has an Audit Committee and an Executive
Compensation 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 Executive Compensation
Committee is composed of three directors: Messrs. Sheldon (Chairman), Hayes,
and Berry. Mr. Hayes replaced Mr. Weiss following his resignation. The
Executive Compensation Committee met once during the 1997 fiscal year. See
"Employment Agreements" regarding Mr. Sheldon's and Mr. Doll's employment
arrangements with the Company.
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 is
composed of three directors: Messrs. Beechie, Berry, and Hayes. Mr. Beechie
replaced Mr. Doll following his retirement in March 1997. Mr. Hayes replaced
Mr. Weiss following his resignation. The Audit Committee met once during the
1997 fiscal year.
During the fiscal year ended September 30, 1997, each Board member attended
75% or more of the aggregate of the meetings of the Board and of the committees
on which he served during the period for which he was a director or a committee
member, respectively.
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. Hayes and Berry are eligible to be compensated pursuant
to this policy.
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<PAGE>
As a result of the Company's recent acquisitions, the Company proposed to
the Board of Directors and the Board agreed to a new stock option plan, the
Directors Plan, set forth in Proposal No. 3 of this proxy. The Company's
proposal for the Directors Plan was based on the directors' increased
responsibilities for the Company.
EXECUTIVE OFFICERS
The following table sets forth certain information regarding the executive
officers ("Executive Officers") of the Company:
NAME AGE POSITION
Terrence J. Sheldon 56 President, Chief Executive
Officer and Chairman of the
Board of Directors
Patricia I. Bradley 53 Senior Vice President and
Manager of the Western
Division
Ulysses B. Mori 45 Senior Vice President and
Manager of the Leg-it
Division
Andy C. Doll 62 Vice President, Treasurer and
Chief Financial Officer
(Retired)
Scott Beechie 39 Vice President and Chief
Financial Officer
April L. Kierstead 42 Secretary and Assistant
Treasurer
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE FIVE NAMED
NOMINEES.
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<PAGE>
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, 1998. 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 "In
Favor of" the ratification of Balukoff, Lindstrom & Co., P.A. as auditors for
the fiscal year ending September 30, 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF RATIFICATION OF
PROPOSAL 2.
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<PAGE>
PROPOSAL 3.
APPROVAL OF THE 1997 DIRECTORS STOCK OPTION PLAN
On November 18, 1997, the Board of Directors adopted the 1997 Directors
Stock Option Plan (the "Directors Plan"), authorizing 50,000 shares of Common
Stock of the Company for issuance thereunder.
Stockholders are requested to approve the Directors Plan. The affirmative
vote of the holders of a majority of the shares represented and entitled to vote
at the meeting will be required to approve the Directors Plan.
The essential features of the Directors Plan are outlined below.
GENERAL
Options granted under the Directors Plan are not intended to qualify as
incentive stock options, as defined under Section 422 of the Code.
PURPOSE
The purpose of the Directors Plan is to retain the services of persons now
serving as Non-Employee Directors of the Company (as defined below), to attract
and retain the services of persons capable of serving on the Board of Directors
of the Company, and to provide incentives for such persons to exert maximum
efforts to promote the success of the Company.
ADMINISTRATION
The Directors Plan is administered by the Board of Directors of the
Company. The Board of Directors has the final power to construe and interpret
the Directors Plan and options granted under it, and to establish, amend and
revoke rules and regulations for its administration.
The Board of Directors is authorized to delegate administration of the
Directors Plan to a committee of not fewer than two members of the Board. The
Board of Directors does not presently contemplate delegating administration of
the Directors Plan to any committee of the Board of Directors.
ELIGIBILITY
The Directors Plan provides that options may be granted only to
Non-Employee Directors of the Company. A "Non-Employee Director" is defined in
the Directors Plan as a director of the Company who is not employed by the
Company. Two of the Company's twelve current Directors are eligible to
participate in the Directors Plan.
Option grants under the Directors Plan are non-discretionary. Subject to
approval of the Directors Plan by the stockholders of the Company on February
24, 1998, each current Non-Employee Director shall be granted an option to
purchase 5,000 shares of Common Stock of the Company. In addition, each person
who becomes a Non-Employee Director of the Company after the adoption of the
Directors Plan shall, upon the date of initial election to be a director, be
granted an option to purchase 5,000 shares of Common Stock of the Company.
As of November 18, 1997, Arthur J. Berry and Scott M. Hayes were each
granted the option to purchase 5,000 shares of Common Stock, subject to
shareholder approval of the Directors Plan.
The following table presents certain information with respect to options
expected to be granted under the Directors Plan during the fiscal year 1998 to
all Non-Employee Directors as a group.
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<PAGE>
Number of Shares Subject
to Options Expected to be Granted
Position Dollars Value(1) in the Fiscal Year 1998
- -------- ------------- -----------------------
All Non-Employee $20,000 10,000
Directors as a Group
______________________
(1) Options will be granted at an exercise price equal to the fair market
value on November 17, 1997. The amount set forth above assumes an
exercise price of $2.00, the closing sale price of the Company's
Common Stock on the NASDAQ SmallCap Market System on November 17,
1997, multiplied by the number of shares underlying such options.
TERMS OF OPTIONS
Each option under the Directors Plan is subject to the following terms and
conditions:
OPTION EXERCISE. The options granted under the Directors Plan shall be
immediately exercisable for 20% of the shares of Common Stock subject to the
option, with the remaining 80% of the shares becoming exercisable over a period
of four (4) years from the date of grant at a rate of 20% per year beginning on
the first anniversary of the grant of the option. Options granted to a person
who becomes a Non-Employee Director of the Company after the adoption of the
Directors Plan shall have 20% of the shares become immediately exercisable, with
the remaining 80% of the shares becoming exercisable in four equal annual
installments beginning on the first anniversary of the grant date. Vesting for
all options is conditioned upon continued service as a director on the
anniversary date.
An option granted under the Directors Plan may be exercised by giving
written notice of exercise to the Company, specifying the number of full shares
of Common Stock to be purchased and tendering payment of the purchase price to
the Company.
EXERCISE PRICE; PAYMENT. The exercise price of options granted under the
Directors Plan shall be equal to 100% of the fair market value (defined as the
closing sale price of the Company's Common Stock on the NASDAQ SmallCap Market
System on the last trading day prior to the date of grant) of the Common stock
subject to such options on the date such option is granted. The exercise price
of options granted under the Directors Plan may be paid in cash or by delivery
of shares of Common Stock of the Company that have been held for the period
required to avoid a charge to the earnings of the Company. Any shares so
surrendered shall be valued at their fair market value on the date of exercise.
On November 17, 1997, the closing price of the Company's Common Stock as
reported on the NASDAQ SmallCap Market System was $2.00 per share.
TRANSFERABILITY; TERM. Under the Directors Plan, an option may not be
transferred by the optionee except by will or the laws of descent and
distribution. During the lifetime of an optionee, an option may be exercised
only by the optionee; provided; however, that an optionee may designate a person
to exercise such option after the death of the optionee.
No option granted under the Directors Plan is exercisable by any person
after the expiration of 10 years from the date the option is granted.
ADJUSTMENT PROVISIONS
If there is any change in the stock subject to the Directors Plan or
subject to any option granted under the Directors Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise) the
Directors Plan and options outstanding thereunder will be appropriately adjusted
as to the class and the maximum number of shares subject to such plan and the
class, number of shares and price per share of stock subject to such outstanding
options.
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<PAGE>
EFFECT OF CERTAIN CORPORATE EVENTS
The Directors Plan provides that, in the event of a change of control of
the Company, the outstanding options under the Directors Plan become immediately
vested. In the event of a specified type of merger or other corporate
reorganization, to the extent permitted by law, and the Company is the surviving
corporation, such outstanding options will continue in full force and effect.
DURATION, AMENDMENT AND TERMINATION
The Board of Directors may amend, suspend or terminate the Directors Plan
at any time or from time to time; provided; however, that the Board may not
amend the Directors Plan with respect to the amount, price or timing of grants
more often than once every 6 months. No amendment will be effective unless
approved by the stockholders of the Company within 12 months before or after its
adoption by the Board if the amendment would: (i) increase the number of shares
reserved for options under the Directors Plan; (ii) modify the requirements as
to eligibility for participation in the Directors Plan (to the extent such
modification requires stockholder approval in order for the Directors Plan to
comply with the requirements of Rule 16b-3); or (iii) modify the Directors Plan
in any other way if such modification requires stockholder approval in order for
the Directors Plan to meet the requirements of Rule 16b-3. Unless sooner
terminated, the Directors Plan will terminate on November 17, 2007, or 10 years
from the date the option is granted, whichever is later.
TAX INFORMATION
NONSTATUTORY STOCK OPTIONS. Nonstatutory stock options granted under the
Directors Plan generally have the following tax consequences:
There are no tax consequences to the optionee or the Company by reason
of the grant of a nonstatutory stock option. Upon exercise of a nonstatutory
stock option, the optionee normally will recognize taxable ordinary income equal
to the excess of the stock's fair market value on the date of the exercise over
the option exercise price. Upon disposition of the stock, the optionee will
recognize a capital gain or loss equal to the difference between the selling
price and the sum of the amount paid for such stock plus any amount recognized
as ordinary income upon exercise of the option. Such gain or loss will be long
or short-term depending on whether the stock was held for more than one year.
Slightly different rules apply to optionees who acquire stock subject to certain
repurchase options or who are subject to Section 16(b) of the Exchange Act.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
-13-
<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>
- -----------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Number of Shares and
Nature of Beneficial
Ownership as of
December 22, 1997(1,2) Right to Acquire Percent
Name and Address (including Shares in Within 60 Days of
of Beneficial Owner Column (3)) of December 22, 1997 Class(3)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CERTAIN BENEFICIAL OWNERS:
Robert M. Rubin 631,189 346,535 12.1%
6060 Kings Gate Circle
Del Ray Beach, FL
DIRECTORS:
Terrence J. Sheldon 1,000,598 37,620 20.5%
Patricia I. Bradley(4) 616,341 15,000 12.7%
Ulysses B. Mori 291,176 --- 6.0%
Douglas A. Strunk 152,104 15,000 3.1%
Robert L. Burkhart 125,775 5,000 2.6%
Darle E. Lacey 131,240 7,500 2.7%
B. Kelly Bradley 81,230 --- 1.7%
Stephen A. Weiss 75,000 15,000 1.5%
Darren M. Bradley 78,504 --- 1.6%
Arthur J. Berry 50,000 --- 1.0%
John W. Eames III 17,986 10,000 *
Scott Beechie 8,500 3,000 *
Scott M. Hayes --- --- *
EXECUTIVE OFFICERS:
Andy C. Doll (Retired) 202,777 15,000 4.2%
April L. Kierstead 13,397 7,500 *
All Directors and Executive 2,844,628 130,620 57.1%
Officers as a Group (15 persons)
</TABLE>
_________________
SEE FOOTNOTES ON NEXT PAGE.
-14-
<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 22, 1997. 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, Ms. Bradley - 2,141, Mr. Strunk -57,016, Mr. Lacey -
58,076, Mr. B.K. Bradley - 230, Mr. D. Bradley - 304, and Mr. Eames - 7,986
shares. Also includes warrants and indirect shares held by the beneficial
owners. Mr. Rubin, Mr. Sheldon, and Ms. Bradley have warrants available of
346,535, 17,620, and 15,000 respectively. Mr. Sheldon also holds 2,263
shares indirectly.
(3) The percentages shown are calculated based upon the shares indicated in
column (2), as prescribed by the Security and Exchange Commission's Rule
S-B 403.
(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.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Company,
as well as certain other compensation paid or accrued, during the Company's last
three fiscal years to the persons serving as Chief Executive Officer and
executive officers earning more than $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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(4) 1997 $225,000 $14,272 ---
President, Chief Executive Officer, 1996 $225,000 $23,842 ---
and Chairman of the Board of 1995 $135,960 $ 5,697 20,000
Directors
Patricia I. Bradley(5) 1997 $179,426 --- ---
Senior Vice President and Manager 1996 N/A N/A N/A
of the Western Division and Director 1995 N/A N/A N/A
Ulysses B. Mori(5) 1997 $34,038 --- ---
Senior Vice President and Manager of 1996 N/A N/A N/A
the Leg-it Division and Director 1995 N/A N/A N/A
</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."
-15-
<PAGE>
(4) See "Employment Agreements" section.
(5) See "Other Employment Agreements" section.
EMPLOYMENT AGREEMENTS
Effective as of October 1, 1995, the Company entered into separate
employment, non-disclosure and non-competition agreements with each of
Messrs. Sheldon and 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.
Mr. Doll retired upon completion of his employment agreement. The
employment agreements provided for minimum annual base salaries for
Messrs. Sheldon and Doll of $225,000 and $85,000, respectively, and benefits
comparable to those provided to other Company employees. The agreements further
provided that Messrs. Sheldon and Doll were 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 prohibited 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 were entitled
to share in an annual bonus, proportionate to their respective base salaries.
The annual bonus was 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. Unless the Pre-Tax Income is at
least $1,000,000 (the "Minimum Base Net Income"), no bonus will be paid at the
end of a fiscal year. The Minimum Base Net Income levels for the following two
fiscal years were fixed by the Executive Compensation Committee of the Board
prior to the commencement of such years. Had the employment agreements been
effective in 1994 and 1995, no bonus payments would have been made thereunder.
No bonus payments were made for 1996. Based on the Pre-Tax Income of the
Company for the fiscal year ended September 30, 1997, no bonus payment was made
to Mr. Sheldon or Mr. Doll.
Any increase in the annual rate of compensation of Mr. Sheldon under his
employment agreement must have been approved by a majority of both the
disinterested Directors and the Executive Compensation Committee.
The employment agreement with Mr. Sheldon granted 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 was also applicable in the event that the Company
terminated 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" was deemed to occur at such time as a majority of the total
outstanding votes eligible to vote for directors of the Company were 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.
Mr. Sheldon's contract expired September 30, 1997. The Executive
Compensation Committee has approved a minimum annual base salary of $225,000 for
1998. The bonus provision under Mr. Sheldon's contract is currently being
negotiated.
OTHER EMPLOYMENT AGREEMENTS
As of November 14, 1996, and June 24, 1997, the Company entered into
separate employment, nondisclosure and non-competition agreements with
Patricia I. Bradley and Ulysses Mori. Ms. Bradley is to serve as the Senior
Vice President and Manager of the Western Division and a Director of the Company
until December 1998. Mr. Mori is to serve as Senior Vice President and a
Director of the Company until June 2001. The employment agreements provide for
minimum annual base salaries of $208,000 and $150,000, for Ms. Bradley and
Mr. Mori, respectively, and benefits comparable to those provided to other
Company employees.
In addition to their base salaries, Ms. Bradley and Mr. Mori will be
entitled to share in an annual bonus, proportionate to their respective base
salaries; however, the details of their bonus plans have not yet been
determined.
-16-
<PAGE>
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, key employees, and 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 stockholders 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. The Board of Directors awarded
incentive options for 15,000 shares during the 1997 fiscal year (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, 1997. The
value of options held by the Executive Officers at fiscal year end is measured
in terms of the last reported sale price for the Company's Common Stock on
September 30, 1997 ($2 3/16, as reported on the NASDAQ SmallCap Market System).
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options
Shares Acquired Options at FY-End (#)(1) at FY End ($)(1),(2)
Name On Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Terrence J. Sheldon --- --- 20,000/0 ($36,240)/0
Andy C. Doll --- --- 15,000/0 ($27,180)/0
Scott Beechie(3) --- --- 3,000/12,000 ($11,061)/($44,244)(3)
Douglas A. Strunk --- --- 15,000/0 ($27,180)/0
John W. Eames III --- --- 10,000/0 ($18,120)/0
Darle E. Lacy --- --- 7,500/0 ($13,590)/0
April L. Kierstead --- --- 7,500/0 ($13,590)/0
Robert L. Burkhart --- --- 5,000/0 ($9,060)/0
</TABLE>
______________________
(1) The table includes options vested under the 1994 Stock Option Plan.
(2) Values in this table are the difference between the market price per share
of $2.188 on September 30, 1997, and the $4.00 exercise price on October 1,
1994.
(3) Scott Beechie was granted the option to purchase 15,000 shares common stock
on November 21, 1996, at an exercise price of $5 7/8 per share. The value
of Mr. Beechie's exercisable and unexercisable shares is the difference
between the $5.875 exercise price on November 21, 1996, and the market
price of $2.188 on September 30, 1997.
-17-
<PAGE>
401(k) PROFIT SHARING PLAN
As of September 30, 1997, 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
pretax 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, 1997, the Company made matching
contributions of $14,377, to match deferrals of compensation by participants
during the year. Amounts contributed to the 401(k) Plan by Executive Officers
during the 1997 fiscal year totaled $28,753.
CERTAIN TRANSACTIONS
The Company has extended a loan to J.R. Strunk, a brother of Douglas
Strunk, a Director of the Company. The note matured in 1997 and bore an
interest rate of 16.77% per annum. The loan was secured by equipment and
machinery.
During 1996, the Company 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. In 1996, these buyers purchased $1,190,598
of used axles and tires for the Company. In order to facilitate transactions
between the Company and the buyers, the Company advanced cash to the buyers. As
of September 30, 1997, the Company had advanced $62,750 to these parties.
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)
The Executive Compensation Committee is comprised of Terrence J. Sheldon,
Scott M. Hayes and Arthur J. Berry. Compensation of the top executive officers
is reviewed at least annually by the Executive Compensation Committee. The most
recent review was conducted on January 5, 1998.
As noted above, Messrs. Sheldon and Doll had 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. Based on the formula provided in the employment agreements, no bonus
was paid to either Messrs. Sheldon or Doll during fiscal year 1997. However,
the Executive Compensation Committee awarded Mr. Sheldon an incentive bonus of
$30,000 for his role in the acquisition of the Bradley and Leg-it Corporations,
along with his involvement in other strategic planning objectives. The
Executive Compensation Committee believes that the incentive bonus reinforces
Mr. Sheldon's focus toward the long-term performance of the Company. The
incentive bonus became effective as of January 5, 1998. The Executive
Compensation Committee has also approved a minimum annual base salary of
$225,000 for Mr. Sheldon for 1998.
Ms. Bradley and Mr. Mori also signed employment agreements with the
Company. These employment agreements commenced on November 14, 1996 and
June 24, 1997, respectively. These employment agreements provide for base
compensation and benefits as applicable to other Company employees. A bonus
plan is also being examined for Ms. Bradley and Mr. Mori; however, the details
of their bonus plans have not yet been determined.
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
__________________________
(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.
-18-
<PAGE>
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 January 5, 1998, 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, Mr. Sheldon and Ms. Bradley were
eligible to receive a bonus under the Company's Management Bonus Plan ("Plan").
Based on the Pre-Tax Income of the Company, no bonus was paid to either
Mr. Sheldon or Ms. Bradley under the Plan for the year ended September 30, 1997.
However, the Executive Compensation Committee awarded Mr. Sheldon an incentive
bonus of $30,000 for his role in the acquisition of the Bradley and Leg-it
Corporations, along with his involvement in other strategic planning objectives.
Mr. Mori was not eligible to receive a bonus under his employment agreement for
the fiscal year ending September 30, 1997.
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.
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,
1997, and no additional stock options were awarded to Mr. Sheldon during the
year.
Terrence J. Sheldon (Chairman)
Scott M. Hayes
Arthur S. Berry
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The Executive Compensation Committee consists of Mr. Sheldon and two
non-employee Directors. Currently, the members of the Executive Compensation
Committee, in addition to Mr. Sheldon, are Messrs. Berry and Hayes. Mr. Hayes
-19-
<PAGE>
replaced Mr. Weiss, following his resignation in 1997. 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.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Section 16(a) of the Exchange Act, as amended, 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 System and furnish the Company with copies.
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.
BY ORDER OF THE BOARD OF DIRECTORS
Emmett, Idaho April L. Kierstead
January 28, 1998 SECRETARY
THE COMPANY'S 1997 ANNUAL REPORT IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY STATEMENT.
-20-
<PAGE>
PROXY
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
February 24, 1998, or any adjournments thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
^FOLD AND DETACH HERE^
ANNUAL MEETING OF
STOCKHOLDERS
T.J.T., INC.
FEBRUARY 24, 1998, 10:00 A.M.
OWYHEE PLAZA HOTEL
<PAGE>
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, 2, and 3.
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS 2. The appointment of Balukoff Lindstrom & Co., P.A. as
the independent certified public accountants of the
FOR all nominees listed below WITHHOLD AUTHORITY corporation for the fiscal year ending September 30, 1998.
(except as marked to the contrary) to vote for all nominees
listed below FOR AGAINST ABSTAIN
/ / / / / / / / / /
NOMINEES: Arthur J. Berry 3. The approval of the Company's 1998 Directors Stock
B. Kelly Bradley Option Plan.
Scott M. Hayes
Ulysses B. Mori FOR AGAINST ABSTAIN
Douglas A. Strunk / / / / / /
(INSTRUCTION: To withhold authority to vote for any 4. In their discretion upon such other business as may
individual nominee, write that nominee's name in the space properly come before the meeting.
provided below.)
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:_____________________________, 1998
_____________________________________________________________
(Signature)
_____________________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
^ FOLD AND DETACH HERE ^
ADMISSION TICKET
ANNUAL MEETING OF
STOCKHOLDERS
T.J.T., INC.
FEBRUARY 24, 1998 10:00 A.M.
OWYHEE PLAZA HOTEL
AGENDA
* Election of Directors
* Ratification of Auditors
* Approval of 1998 Directors Stock Option Plan
