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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Timberline Software Corporation
---------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which
transaction applies:
------------------------------------------
(2) Aggregate number of securities to which
transaction applies:
------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------
-1-
<PAGE>
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-2-
<PAGE>
TIMBERLINE SOFTWARE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 27, 1999
To our shareholders:
The Annual Meeting of Shareholders of Timberline Software Corporation,
an Oregon corporation (the "Company"), will be held at the Company's principal
offices, 15195 NW Greenbrier Parkway, Beaverton, Oregon 97006, on Tuesday, April
27, 1999, at 3:00 p.m., local time, for the following purposes:
1. To elect four members of the Board of Directors for
the ensuing year;
2. To ratify the appointment of Deloitte & Touche LLP
as the Company's independent auditors for 1999; and
3. To transact such other business as may properly
come before the meeting, or any adjournments
or postponements thereof.
Shareholders of record of the Company's Common Stock at the close of
business on March 12, 1999 are entitled to notice of and to vote at the meeting
and any adjournments and postponements thereof.
A proxy statement and proxy are enclosed with this Notice. A copy of the
Company's 1998 Annual Report is also enclosed. The accompanying form of proxy is
solicited by the Board of Directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Thomas P. Cox, Secretary
Beaverton, Oregon
March 19, 1999
TO AVOID THE EXPENSE OF FURTHER SOLICITATION, IT IS IMPORTANT THAT
PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS ARE URGED TO DATE, SIGN
AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT THEY
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. A SHAREHOLDER WHO COMPLETES AND
RETURNS THE PROXY AND SUBSEQUENTLY ATTENDS THE ANNUAL MEETING MAY CHOOSE TO VOTE
IN PERSON BECAUSE A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
TIMBERLINE SOFTWARE CORPORATION
PROXY STATEMENT
1999 ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors (the
"Board") of Timberline Software Corporation, an Oregon corporation (the
"Company"), for use at the annual meeting of shareholders ("Annual Meeting") to
be held at 3:00 p.m. on Tuesday, April 27, 1999, and at any adjournments or
postponements thereof. A copy of the notice of the Annual Meeting is attached.
The Company expects to mail this proxy statement and the proxy to shareholders
on or about March 19, 1999. The Company's principal executive offices are at
15195 N.W. Greenbrier Parkway, Beaverton, Oregon 97006.
The persons named in the enclosed proxy will vote in the
manner directed and, in the absence of such direction, will vote for the
election of each of the named nominees for director (Proposal One) and for
ratification of Deloitte & Touche LLP as the Company's independent auditors for
1999 (Proposal Two). They will vote in accordance with their best judgment as to
other items of business that may properly come before the Annual Meeting. The
proxy may be revoked by a shareholder at any time before its use by giving
written notice of such revocation to the Secretary of the Company. If a
shareholder attends the meeting and desires to vote in person, his or her proxy
will not be used. The presence in person or by proxy of the holders of a
majority of the shares of common stock of the Company ("Common Stock") issued
and outstanding on the record date will constitute a quorum for the transaction
of business at the Annual Meeting.
The solicitation of proxies is being handled by the Company at
its cost, principally through the use of the mails, but proxies may also be
solicited personally or by telephone by directors and officers of the Company
without additional compensation for such services. Brokers, dealers, banks and
other nominees will be requested to forward soliciting material to the
beneficial owners of Common Stock and to obtain authorization for the execution
of proxies.
VOTING
The Common Stock (the only class of securities authorized) is
the only voting security of the Company. At the Annual Meeting, each shareholder
will be entitled to one vote for each share of Common Stock held of record by
that shareholder at the close of business on March 12, 1999. There were
9,455,269 shares of Common Stock outstanding as of such date. A majority, or
4,727,635 of such shares, will constitute a quorum for the transaction of
business. Shareholders are not entitled to cumulative voting. Broker non-votes
will be counted in determining whether a quorum is present, but will not be
counted either for or against any proposal at issue.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Bylaws of the Company provide for a Board consisting of
not less than two nor more than nine members, as determined from time to time by
the Board. A Board of four directors will be elected at the Annual Meeting. All
four of the current members of the Board have been nominated to continue in
office until the 2000 annual meeting of shareholders, and until their successors
have been elected and qualified.
The four nominees receiving a plurality vote of the shares
present in person or by proxy at the Annual Meeting at which a quorum is present
will be elected as directors. Directors hold office until the next annual
meeting of shareholders and until their successors are duly elected and
qualified. All nominees have agreed to serve if elected. If any nominee should
become unavailable to serve as a director prior to the Annual Meeting, the
persons named in the enclosed proxy will vote for such substitute nominee as may
be designated by the Board.
Unless marked otherwise, proxies received will be voted for
the election of each of the nominees hereinbelow named. Votes withheld will be
counted toward the quorum requirement for the Annual Meeting but will not be
counted for or against the election of the nominee or nominees with respect to
whom the votes are withheld and thus have no effect on whether a plurality
exists for a particular nominee.
Background information on each director nominee is as follows:
Thomas P. Cox, age 64, has been a director of the Company
since 1998 and is the Executive Vice President of the Company. Mr. Cox joined
the Company in April 1982 as Vice President -- Finance. He became Senior Vice
President -- Finance in 1986 and the Company's Executive Vice President in April
1998. Mr. Cox has also served as Secretary and Treasurer since 1990. Following
the Annual Meeting of Shareholders, Mr. Cox will retire as an officer of the
Company, but will continue, if elected, to serve as a director.
James A. Meyer, age 62, has been a director of the Company
since 1980 and was appointed Chairman of the Board of Directors in April 1998.
He is a private business investor.
Curtis L. Peltz, age 46, has been a director of the Company
since 1997 and was appointed President in April 1997 and Chief Executive Officer
in April 1998. He has been with the Company or its predecessors since 1978. He
has held various programming and management positions. Mr. Peltz was promoted to
Vice President--Operations in 1986. In 1989 he was named Vice
President--Computer Integrated Construction Technology and in 1990, Vice
President--Estimating and CIC Technology and manager of the Estimating Business
Unit. In 1996 he was named Vice President -- Chief Operating Officer.
Donald L. Tisdel, age 64, has been a director of the Company
since 1983. Since March 1992, he has been Managing Director of Northwest
Capital, Inc., a merchant banking firm facilitating financing and acquisitions
of intermediate-size businesses. Since June 1996, Mr. Tisdel has been involved
in the management of Northwest Capital Partners I, L.P., a partnership formed to
<PAGE>
acquire equity and equity-linked interests in privately held companies or
divisions of companies.
The Board met 12 times during 1998. Each director attended in
1998 at least 75 percent of all meetings of the Board and committees on which
such director served.
The Board has a standing audit committee which meets with the
Company's auditors to review the planning for and the reports of the annual
audit of the Company. The audit committee members are Messrs. Meyer and Tisdel.
The audit committee met twice in 1998.
The Board has a standing compensation committee for the
purpose of making recommendations to the Board regarding executive officers'
compensation, including salaries and other forms of compensation and fringe
benefits. This committee also administers the Company's stock option program.
The compensation committee, the members of which are Messrs. Meyer and Tisdel,
met eight times during 1998.
The Board recommends a vote FOR all nominees.
---------------------------------------------
The executive officers and significant employees of the
Company as of the date of this proxy statement are:
<TABLE>
<CAPTION>
Name Age Office
---- --- ------
<S> <C> <C>
Executive Officers
------------------
Curtis L. Peltz 46 President and Chief Executive
Officer
Thomas P. Cox 64 Executive Vice President,
Secretary and Treasurer
Significant Employees
---------------------
Carl C. Asai 46 Vice President - Finance and
Chief Financial Officer
Dennis J. Stejskal 43 Vice President-- Director of
Accounting Products
Nicolette D. Johnston 56 Vice President-- Technical
Publications
James O. Campbell 42 Vice President--Sales
John M. Geffel 46 Vice President-- Marketing
<PAGE>
Name Age Office
---- --- ------
Carol A. Vega 41 Vice President-- Customer Support
Ann C. Kenkel 51 Vice President--Operations
Stephen D. Watt 41 Vice President - Director of
Estimating Products
Thomas W. Coleman 43 Vice President - Director of
Project Management
</TABLE>
See Proposal One, "Election of Directors," for biographical
information concerning Messrs. Peltz and Cox. Prior to April 1998, John Gorman,
age 64, acted as Chairman of the Board of Directors and Chief Executive Officer.
Mr. Asai joined the Company in March 1984 as its corporate
controller. In April 1998, he was promoted to Vice President -- Finance. In
February 1999, he became the Company's Chief Financial Officer.
Mr. Stejskal joined the Company's predecessor in 1979. He has
held various positions in sales and customer support and management positions in
the quality assurance and product development areas. He was promoted to Vice
President--Product Development in December 1990 and Vice President--Construction
Accounting in 1992. He was appointed Vice President--Director of Accounting
Products in 1996.
Ms. Johnston joined the Company in 1986 to manage the
Publications group. She was named Vice President--Operations in 1993. She was
appointed Vice President--Technical Publications in 1996.
Mr. Campbell joined the Company in January 1989. He has held
various sales management positions for the construction accounting product line.
In 1995, he was named sales manager for all accounting products. He was promoted
to Vice President--Sales, Accounting Products in January 1996. In January 1999,
he was named Vice President -- Sales.
Mr. Geffel joined the Company in 1983 as a product marketing
specialist for the construction accounting product line. He has held various
marketing management positions and was named Vice President--Marketing in
January 1996.
Ms. Vega joined the Company's predecessor in 1978. She has
held various positions in customer support, quality assurance and publications.
In 1995, she was promoted to support manager for construction accounting. In
January 1996, she was named Vice President--Customer Support, Accounting
Products and in October 1996 was named Vice President--Customer Support.
<PAGE>
Ms. Kenkel joined the Company in 1991 as administrative
manager for the Estimating Business Unit. In June 1994, she was promoted to
operations manager and in October 1996 was named Vice President--Operations.
Mr. Watt joined the Company in June 1985. He has held various
positions in customer support, marketing and sales. In April 1998, he was
promoted to Vice President -- Sales, Estimating Products. In January 1999, he
was named Vice President -- Director of Estimating Products.
Mr. Coleman was employed with the Company from May 1983
through September 1990 and rejoined the Company in June 1995. He has held
various positions in the customer support, technical publications, quality
assurance and product development areas. In April 1998, he was promoted to Vice
President -- Director of Estimating Products. In January 1999, he was named Vice
President -- Director of Project Management.
EXECUTIVE COMPENSATION
Cash and Non-cash Compensation Paid to Certain Executive Officers
- -----------------------------------------------------------------
The following table sets forth, for the years ended December
31, 1998, 1997 and 1996, the compensation earned by the Company's former Chief
Executive Officer, current Chief Executive Officer and the other executive
officer whose aggregate salary and bonus exceeded $100,000 for services rendered
to the Company in 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
<S> <C> <C> <C> <C> <C>
Other Annual All Other
Name and Principal Salary(1) Bonus Compensation(2) Compensation(3)
Position Year ($) ($) ($) ($)
- ----------------------------------------------------------------------------------------------------------
John Gorman (4) 1998 31,667 -- 5,936 --
Chairman of the Board and 1997 117,154 -- 349 5,036
Chief Executive Officer 1996 152,579 -- 6,238 6,000
Curtis L. Peltz 1998 151,915 33,000 7,224 6,400
President-- Chief 1997 127,182 -- 902 5,370
Executive Officer 1996 101,377 -- 10,781 4,783
Thomas P. Cox 1998 136,269 30,000 6,440 6,400
Executive Vice President 1997 117,854 -- 226 5,221
1996 103,207 -- 6,041 4,796
- -----------------
</TABLE>
(1) Includes amounts deferred by executive officers under the Company's 401(k)
plan.
(2) Represents payments made during the fiscal year from the Company's
profit sharing plan.
(3) Represents matching contributions accrued by the Company during the fiscal
year to its 401(k) plan for such executive officer and paid in the following
year.
(4) Mr. Gorman retired from the Company in April 1998. Compensation reflects
amounts paid through April 1998.
<PAGE>
Compensation Pursuant to Stock Options
- --------------------------------------
No options were granted to executive officers in 1998. The following table sets
forth all option exercises of executive officers in 1998:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values(1)
-----------------------------------------------
Number of unexercised Value of unexercised in-the-
options at FY-End money options at
Shares FY-End($)(1)(2)
acquired Value ------------------------------- --------------------------------
on realized
exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Name
John Gorman -- -- --
Curtis L. Peltz -- -- 48,333 50,001 483,819 455,009
Thomas P. Cox 22,333 255,761 21,000 20,001 212,440 182,009
</TABLE>
- ---------------------
(1) Adjusted for four-for-three stock split paid November 20, 1998.
(2) On December 31, 1998, the closing price of the Company's Common Stock was
$13.75. For purposes of the foregoing table, stock options with an exercise
price less than that amount are considered to be "in-the-money" and are
considered to have a value equal to the difference between that amount
and the exercise price of the stock option multiplied by the number of
shares covered by the stock option.
Report of the Timberline Software Corporation Board of Directors Compensation
Committee on Executive Compensation
- --------------------------------------------------------------------------------
The Compensation Committee of the Board of Directors (the
"Committee"), composed of two non-employee directors, makes recommendations to
the Company's Board of Directors regarding compensation for the executive
officers of the Company. The Committee also administers the Company's stock
option program, from which nonstatutory stock options are granted periodically
to the executive officers and other employees of the Company.
The Committee's primary objectives of its executive
compensation policy are to provide a total compensation package (1) that is
competitive within the industry the Company operates, (2) which will allow it to
attract and retain key executive officers who are primarily responsible for the
long-term success of the Company, and (3) which will reward the key executive
officers for achieving corporate goals and for increasing shareholder value. The
total compensation package includes a competitive base salary, incentive bonuses
(including both cash bonuses and stock options) for obtaining corporate goals,
and a competitive employee benefits package.
The Committee reviews the compensation package for the
Company's executive officers on an annual basis and focuses their review on the
key compensation components - base salary and incentive bonuses. The base salary
is set at a level that the Committee believes is fair and sufficient to attract
and retain qualified executive officers. Changes in base salary are based on
<PAGE>
an evaluation of each executive officer's performance, the Company's financial
performance for the year, and such officer's ability to develop and execute
strategic plans to grow the Company's business. The Committee believes that the
base compensation paid to the Company's executive officers in 1998 was
reasonable.
The Committee also believes that incentive bonuses tied to the
financial performance of the Company are an important component of the executive
officers' compensation package in terms of attracting and retaining highly
qualified executive officers. This approach creates a direct incentive for the
executive officers to achieve financial performance goals that are in the best
interest of the Company and its shareholders. The issuance of stock options also
motivates the executive officers to enhance shareholder value and aligns their
financial incentives with the interests of the Company's common shareholders.
There were no stock options granted to the executive officers in 1998, but stock
options were granted to executive officers during 1997. Cash bonuses paid in
1998 to the executive officers amounted to 22 percent of their respective base
compensation for that year.
Using the policy it had established for determining executive
compensation, as described above, the Committee determined the base salary and
bonus received in 1998 by the Company's Chief Executive Officer, Mr. Curtis L.
Peltz. Mr. Peltz received a base salary of $151,915 in 1998 and was paid a cash
bonus of $33,000 for achieving the Company's financial goals in 1997. The
Committee believes this compensation was reasonable, considering the financial
performance of the Company during 1997 and 1998.
Compensation Committee:
James A. Meyer
Donald L. Tisdel
Compensation of Directors
- -------------------------
Directors who are not employees of the Company were paid $500
for attendance at each meeting of the Board during 1998. Pursuant to the
Company's 1993 Stock Incentive Plan, immediately following the 1993 annual
meeting of the shareholders of the Company, Messrs. Meyer and Tisdel, who were
not employees of the Company or of any parent or subsidiary corporation of the
Company at the time ("Non-Employee Directors"), were each automatically granted
nonstatutory stock options to purchase 18,751 shares of the Company's Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant (as adjusted for stock splits). Pursuant to the Company's 1998
Stock Incentive Plan, Messrs. Meyer and Tisdel, who continue to be the only
Non-Employee Directors, were automatically granted a nonstatutory stock option
to purchase 6,667 shares of the Company's Common Stock at an exercise price
equal to the fair market value of the Common Stock on such date of grant (as
adjusted for the 1998 stock split). Pursuant to the Company's 1998 Stock
Incentive Plan, the Non-Employee Directors will be granted a nonstatutory stock
option to purchase 5,000 shares of the Company's Common Stock following the 1999
Annual Meeting of Shareholders.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table shows, as of March 12, 1999, the number
and percentage of outstanding shares of Common Stock (the only class of shares
authorized) beneficially owned by each person known by the Company to
beneficially own more than 5% of the Common Stock, by each director of the
Company, by each executive officer named in the Summary Compensation Table, and
by all directors and executive officers of the Company as a group. Unless
otherwise indicated, voting and investment power relating to the identified
shares is exercised solely by the beneficial owner.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of
of Beneficial Owner(1) Beneficially Owned Common Stock
--------------------- ------------------ -------------
<S> <C> <C>
John Gorman (2) 416,570 4.4
Curtis L. Peltz (3) 83,000 *
Thomas P. Cox (4) 176,749 1.9
James A. Meyer (5) 130,583 1.4
Donald L. Tisdel (5) 26,561 *
All directors and
executive officers as
a group (five persons)(6) 833,463 8.7
</TABLE>
* Less than 1 percent.
(1) Address for all individuals is 15195 Greenbrier Parkway, Beaverton, Oregon
97006.
(2) Includes 416,570 shares as to which Mr. Gorman shares voting and investment
power with his wife.
(3) Includes 65,000 shares which Mr. Peltz has the right to acquire upon
exercise of stock options exercisable within 60 days after March 12, 1999.
(4) Includes 35,334 shares which Mr. Cox has the right to acquire upon
exercise of stock options exercisable within 60 days after March 12, 1999
(of which 13,334 will become exercisable upon his retirement in April
1999). Includes 106,248 shares as to which Mr. Cox shares voting and
investment power with his wife.
(5) Includes 2,666 shares for Mr. Meyer and 21,417 shares for Mr. Tisdel
which such persons have the right to acquire upon exercise of stock
options exercisable within 60 days after March 12, 1999.
<PAGE>
(6) Includes 124,417 shares which members of the group have the right to
acquire upon exercise of stock options exercisable within 60 days after
March 12, 1999.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers and directors, and persons who own more than
10% of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than 10% beneficial owners
are required by Commission regulations to furnish the Company with all Section
16(a) forms they file.
Based solely upon the Company's review of the copies of such
forms it received and written representations from certain reporting persons,
the Company believes that all Section 16(a) forms required to be filed in or
with respect to 1998 were timely filed.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board has appointed Deloitte & Touche LLP as its
independent auditors for the year ending December 31, 1999, subject to
shareholder ratification. Deloitte & Touche LLP served as the Company's
independent public auditors in 1998. Representatives of Deloitte & Touche LLP
are expected to be present at the Annual Meeting and will be given the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
Ratification of the appointment of auditors requires the
presence of a quorum and a majority approval from the votes cast thereon. Unless
marked otherwise, proxies received will be voted for ratification of the
appointment of Deloitte & Touche LLP as the Company's independent auditors for
1999. Abstentions and broker non-votes for this proposal will be counted for
quorum purposes, but will not be counted for or against the proposal. If the
shareholders should fail to ratify the selection of these auditors as proposed,
auditors will be appointed by the Board.
Approval of the proposal to ratify the appointment of Deloitte
& Touche LLP as the Company's independent auditors will require that a quorum be
present and that the number of votes cast in favor of that proposal exceed the
number of votes cast in opposition to that proposal The Board recommends a vote
FOR ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for 1999.
<PAGE>
STOCK PERFORMANCE GRAPH
The graph below compares the yearly percentage change in the
cumulative shareholder return on the Company's Common Stock during the five
years ended December 31, 1998, with (i) the All Nasdaq U.S. Stocks Index, as
reported by the Center for Research in Security Prices; and (ii) the Nasdaq
Computer & Data Processing Index, as reported by the Center for Research in
Security Prices. This comparison assumes $100 was invested on December 31, 1993,
in the Company's Common Stock and in the comparison groups, and assumes the
reinvestment of all cash dividends prior to any tax effect and retention of all
shares issued pursuant to stock dividends and stock splits.
[Performance Graph Appears Here]
<TABLE>
<CAPTION>
Cumulative Total Return
-----------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
<S> <C> <C> <C> <C> <C> <C>
Timberline Software 100 138 187 288 500 751
Nasdaq Stock Market (U.S.) 100 98 138 170 209 293
Nasdaq Computer & Data Processing 100 121 185 228 280 502
</TABLE>
The stock performance shown on the graph above is not
necessarily indicative of future performance. The Company will not make nor
endorse any predictions as to future stock performance.
<PAGE>
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
A proposal by a shareholder for inclusion in the Company's
proxy statement and form of proxy for the 2000 annual meeting of shareholders
must be received by the Company at 15195 N.W. Greenbrier Parkway, Beaverton,
Oregon 97006, Attention: Secretary, on or before November 20, 1999 in order to
be eligible for such inclusion.
OTHER BUSINESS
Management knows of no other matters to be brought before the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, or any adjournments or postponements thereof, the persons named in the
proxy will vote or refrain from voting thereon in accordance with their best
judgment pursuant to the discretionary authority given them in the proxy.
INFORMATION AVAILABLE TO SHAREHOLDERS
The Company's 1998 Annual Report is being mailed to
shareholders with this Proxy Statement. Additional copies of the Annual Report
and the Company's Form 10-K filed with the Securities and Exchange Commission
may be obtained without charge from Thomas P. Cox, Executive Vice President,
Timberline Software Corporation, 15195 N.W. Greenbrier Parkway, Beaverton,
Oregon 97006.
The Company welcomes the views of its shareholders on its
activities and performance. Shareholders who cannot attend the annual meeting
personally may use the enclosed proxy card to ask questions or make comments.
By Order of the Board of Directors
/s/Thomas P. Cox
Thomas P. Cox, Secretary
Beaverton, Oregon
March 19, 1999
<PAGE>
[FRONT]
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 1999 ANNUAL MEETING OF SHAREHOLDERS -- APRIL 27, 1999
The undersigned hereby appoints Curtis L. Peltz and Thomas P. Cox, and each of
them, proxies with full power of substitution, and authorizes them to represent
and to vote on behalf of the undersigned all shares which the undersigned would
be entitled to vote if personally present at the 1999 Annual Meeting of
Shareholders of TIMBERLINE SOFTWARE CORPORATION to be held on April 27, 1999
and any adjournments thereof, with respect to the following:
(Continued, and to be marked, dated and signed on the other side)
[REVERSE]
Please mark your vote as indicated in this example | X |
1. PROPOSAL to elect Directors
(INSTRUCTION: To withhold authority to vote for any individual, write the
name of that individual on the line set forth below the listing of
nominees.)
Thomas P. Cox, James A. Meyer, Curtis L. Peltz, Donald L. Tisdel
_________________________________________________________________________
| | FOR all nominees listed (except as marked to the contrary)
| | WITHHOLD AUTHORITY to vote for all nominees listed
2. PROPOSAL to ratify selection of Deloitte & Touche LLP as
independent auditors.
| | FOR
| | AGAINST
| | ABSTAIN
Either or both of the proxies (or substitutes) present at the meeting may
exercise all powers granted hereby.
THIS PROXY, WHEN PROPERTY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTORS AND FOR PROPOSAL 2. IN ADDITION, THE PROXIES MAY VOTE IN
THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Signature(s) __________________________ Date ______________
Signature(s) _________________________
NOTE: Please date and sign above exactly as your name or names appear herein.
If more than one name appears above, all should sign. Joint owners
should each sign personally. Corporate proxies should be signed in full
corporate name by an authorized officer and attested. Persons signing in
a fiduciary capacity should indicate their full title and authority.
