<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 (S)240.14a-11(c) or (S)240.14a-12
INTERNATIONAL ALUMINUM CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
INTERNATIONAL ALUMINUM CORPORATION
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the contrary 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) 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:
________________________________________________________________________
- - --------
*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:_________________________________________________
(2) Form, Schedule or Registration Statement No.:___________________________
(3) Filing Party:___________________________________________________________
(4) Date Filed:_____________________________________________________________
Notes:
<PAGE>
INTERNATIONAL ALUMINUM CORPORATION
767 MONTEREY PASS ROAD
MONTEREY PARK, CALIFORNIA 91754
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1994
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
International Aluminum Corporation (the "Company") will be held on the premises
of International Extrusion Corporation, 1000 South Meridian Avenue, Alhambra,
California on Thursday, October 27, 1994 at 2 o'clock P.M. Pacific Time, for
the following purposes:
1. To elect seven directors for the ensuing year and until their
successors are elected and qualified.
2. To ratify the selection of Price Waterhouse as independent accountants
for the Company for the fiscal year ending June 30, 1995.
3. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 7, 1994
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
All shareholders are cordially invited to attend the meeting in person. To
assure representation at the meeting, shareholders are requested to promptly
sign, date and mail the enclosed proxy in the accompanying envelope which
requires no postage. If you decide to attend the meeting and wish to vote your
shares in person, you may revoke your proxy at that time.
Since a majority of the outstanding shares must be represented at the meeting
to transact business, your promptness in returning the enclosed proxy will be
appreciated.
By Order of the Board of Directors
/s/ DAVID C. TREINEN
David C. Treinen
Vice President and Secretary
Monterey Park, California 91754
September 22, 1994
<PAGE>
INTERNATIONAL ALUMINUM CORPORATION
767 MONTEREY PASS ROAD
MONTEREY PARK, CALIFORNIA 91754
----------------
PROXY STATEMENT
----------------
To The Shareholders of
International Aluminum Corporation:
Your proxy in the enclosed form is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders to be held October 27,
1994, or any adjournment thereof (the "Annual Meeting"), for the purposes set
forth in the accompanying Notice of Annual Meeting and Proxy.
It is anticipated that this Proxy Statement, together with the accompanying
proxy, will be mailed on or about September 26, 1994 to the Company's
shareholders.
Shareholders of record at the close of business on September 7, 1994 will be
entitled to receive notice of, and to vote at, the Annual Meeting. The
securities entitled to vote at the meeting consist of Common Stock, $1.00 par
value per share, of which 4,234,762 shares were outstanding as of the record
date.
Each share is entitled to one vote on any matter that may be presented for
consideration and action by the shareholders, except that as to the election of
directors, shareholders may cumulate their votes. Cumulative voting means that
each shareholder may cast a number of votes equal to seven times the number of
shares actually owned; the number of votes may be cast for one nominee, may be
divided equally among the seven nominees, or may be divided among the nominees
in any other manner. A shareholder is entitled to cumulate votes for one or
more nominees only if their names were placed in nomination prior to voting and
the shareholder gives notice prior to the voting of his intention to cumulate
votes. If any shareholder gives such notice, all shareholders may cumulate
their votes. Nominees receiving the highest number of votes, up to the number
of directors to be elected, shall be elected.
All shares represented by each unrevoked proxy received prior to the meeting
will be voted as provided therein. A shareholder executing and returning a
proxy may revoke it at any time before it has been exercised by giving written
notice of revocation to the Secretary of the Company. Subject to such
revocation, all shares represented by a properly executed proxy received in
time for the Annual Meeting will be voted by the proxy holders in accordance
with the instructions on the ballot provided in the enclosed proxy card. If no
instruction is specified on your proxy with respect to any proposal to be acted
upon, the shares represented by your executed proxy will be voted "FOR" (i) the
election as directors the seven (7) nominees named herein; and (ii)
ratification of the selection of Price Waterhouse as the Company's independent
accountants for the Company's fiscal year ending June 30, 1995. In the event
that there should be cumulative voting in the election of directors, the proxy
holders intend to distribute the votes represented by each proxy among such
nominees in such proportion as they see fit, unless otherwise specifically
instructed. Although the Company does not presently know of any other such
business, if any other business should properly come before the Annual Meeting,
the persons named in such proxies will vote in accordance with their best
judgment.
1
<PAGE>
ELECTION OF DIRECTORS
The By-Laws of the Company provide for seven directors. It is intended that
proxies received will be voted for the election of the seven nominees named
below to serve until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Each of the nominees is presently serving
as a director of the Company.
Unless any named nominee should be unavailable or the authority to vote for
the election of directors is withheld in the proxy, proxies received will be
voted for the election as directors the nominees named below. In that event the
proxy holders will vote for substitute nominees at their discretion. It is not
expected that any of the nominees will be unavailable for election. Proxies
received cannot be voted for a greater number of persons than the number of
nominees named below. The term of office of each person elected as a director
will continue until the 1995 Annual Meeting of Shareholders and until his
successor is elected and qualified.
PRINCIPAL SECURITY HOLDERS
To the best of the Company's knowledge, the following table sets forth, as of
June 30, 1994, the name, address and share ownership of persons or
organizations, other than Cornelius C. Vanderstar (see Security Ownership of
Management), believed to be the beneficial owners of more than 5% of the
outstanding Common Stock of the Company. Each of the named institutions is
believed to have sole voting power and sole investment power with respect to
the below listed shares.
<TABLE>
<CAPTION>
PERCENT OF
SHARES COMMON
NAME AND ADDRESS BENEFICIALLY STOCK
OF BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------- ------------ -----------
<S> <C> <C>
First Pacific Advisors, Inc.
10301 West Pico Blvd.
Los Angeles, CA 90064 263,000 6.2%
Quest Advisory Corp.
1414 Avenue of the Americas
New York, N.Y. 416,300 9.8
Mitchell Hutchins Institutional
Investors Inc.
1285 Avenue of the Americas
New York, N.Y. 10019 392,270 9.3
</TABLE>
- - --------
(1) Based on information provided to the Company by Vickers Stock Research
Corporation.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists, as of September 7, 1994, the names of all nominees
for election as directors of the Company, their ages, present positions, the
period they have served as directors and the number and percentage of shares of
Common Stock beneficially owned by such persons and by all officers and
directors as a group.
<TABLE>
<CAPTION>
SHARES OF
DIRECTOR COMMON PERCENT OF
NAME AGE PRESENT POSITION SINCE STOCK(1) OUTSTANDING(2)
---- --- ---------------- -------- --------- --------------
<S> <C> <C> <C> <C> <C>
Cornelius C. Vanderstar(3) 79 Chairman of the Board 1963 1,702,700(4) 40.2%
John P. Cunningham 62 President and Director 1963 147,306(5) 3.5
Hugh E. Curran 64 Vice President--Sales and Director 1973 38,067(6) *
Alexander van de Pol 73 Director 1978 2,600(7) *
Joel F. McIntyre 56 Director 1980 -- *
Donald J. Willfong 61 Director 1984 2,000 *
David C. Treinen 55 Vice President--Finance; Secretary 1994 38,965(8) *
All officers and directors as a
group (9 in number) 1,962,520(9) 46.2%
</TABLE>
- - --------
(*) Less than one percent.
(1) Except as otherwise indicated and subject to applicable community property
and similar statutes, the persons listed as beneficial owners of the
shares have sole voting and dispositive power with respect to such shares.
(2) For purposes of calculating each person's percentage and that of all
officers and directors as a group, shares which may be acquired within 60
days upon exercise of stock options ("Stock Option Shares") have been
treated as outstanding.
(3) The mailing address of such shareholder is care of International Aluminum
Corporation, P. O. Box 6, Monterey Park, California 91754.
(4) Held by the Vanderstar Family Trust, Cornelius C. Vanderstar and
Marguerite D. Vanderstar, Trustees.
(5) Includes 137,656 shares held by the Cunningham Family Trust, Patricia M.
Cunningham, Trustee, and 6,000 Stock Option Shares.
(6) Held by the Curran Living Trust, Hugh E. Curran and Lois R. Curran,
Trustees.
(7) Includes 600 shares held by Mr. van de Pol's wife.
(8) Includes 2,500 Stock Option Shares and 1,000 shares owned of record by
dependent adult son.
(9) Includes 12,500 Stock Option Shares and 1,000 shares owned of record by
dependent adult children.
3
<PAGE>
INFORMATION ABOUT NOMINEES
The information below sets forth the names of all directors and nominees for
director of the Company, all positions and offices held by each such person
with the Company and a brief account of the business experience of each
nominee.
Cornelius C. Vanderstar. Mr. Vanderstar has been Chairman of the Company's
Board of Directors since its inception in 1963 as the successor to an aluminum
fabrication business which he founded in 1957. Mr. Vanderstar has been
responsible for the formation of the overall policy of the Company and its
subsidiaries and prior to October, 1972, also served as President of the
Company.
John P. Cunningham. Mr. Cunningham has been employed by the Company or its
subsidiaries since 1959 and has served in his present capacity since October,
1972, prior to which he served as Vice President of Operations.
Hugh E. Curran. Mr. Curran has been employed by the Company or its
subsidiaries since 1958 and has served in his present capacity since October,
1969, prior to which time he performed various functions in the Company's Sales
and Marketing Department.
Alexander van de Pol. Mr. van de Pol, currently retired, was from 1972 to
1986 the President and Chairman of the Board of the Board of Commonwealth-
Metals Pacific, a metals importing firm. Mr. van de Pol, a member of the
Board's Audit and Compensation Committees, has over 25 years experience in
importing ferrous and nonferrous metals.
Joel F. McIntyre. Mr. McIntyre, an attorney-at-law, is a Senior Partner in
the law firm of McIntyre & Lubeck and was formerly a Senior Partner in the firm
of Paul, Hastings, Janofsky & Walker. He has been the principal outside
attorney for the Company since 1973. Mr. McIntyre is Chairman of the Board's
Audit & Compensation Committees.
Donald J. Willfong. Mr. Willfong is an Executive Vice President of Sutro &
Co. Incorporated, Investment Bankers and has been associated with that firm for
over 30 years and is currently a member of the Executive Committee of its Board
of Directors. Mr. Willfong is a member of the Company's Audit and Compensation
Committees.
David C. Treinen. Mr. Treinen has been employed by the Company or its
subsidiaries since 1964 and an officer of the Company since October 1969. He
has served in his present positions since February 1973 and prior thereto
served in various capacities in the Company's accounting and finance sections.
OTHER EXECUTIVE OFFICERS
The executive officers of the Company who are not now directors or currently
standing for election as a director are:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Ronald L. Rudy 53 Vice President--Manufacturing
</TABLE>
Mr. Rudy, employed by the Company since 1972, has served in his present
capacity since September 1983 and prior thereto served in various sales and
management positions with the Company.
4
<PAGE>
THE BOARD OF DIRECTORS
MEETINGS, ORGANIZATIONS AND REMUNERATION
The business affairs of the Company are managed by and under the direction of
the Board of Directors, although the Board is not involved in day-to-day
operations. The Board met four times during the fiscal year ended June 30,
1994. Directors, except those who are employees of the Company, are paid $3,000
per quarter for services as directors plus $500 for each meeting attended.
Members of committees of the Board receive $500 for each committee meeting
attended. The fee paid the Chairman of each committee is $1,000 per meeting
chaired. Each incumbent nominee for Director attended at least 75% of the
aggregate of all Board meetings and meetings of Committees on which he served
during the fiscal year ended June 30, 1994.
AUDIT COMMITTEE
The Audit Committee reviews, acts on and reports to the Board of Directors
with respect to various auditing and accounting matters, including the
selection of the Company's independent accountants, the scope and results of
the annual audit, the nature of non-audit services and the fees paid for
services performed during the year. The Audit Committee meets at least once
each year prior to the Company's release of fiscal year earnings. Committee
members during fiscal 1994 were Messrs. McIntyre, Willfong and van de Pol.
COMPENSATION COMMITTEE
The function of the Compensation Committee is to make recommendations to the
Board of Directors regarding remuneration arrangements for executive officers
of the Company, including the granting of stock options pursuant to Company
stock option plans. The Committee also reviews and makes recommendations with
respect to participation of executive officers in the Company's Incentive Bonus
Program. One meeting of the Committee was held during fiscal 1994. Committee
members during fiscal 1994 were Messrs. McIntyre, van de Pol and Willfong.
BOARD NOMINATIONS
The Company's Board of Directors has no standing Nominating Committee. The
Board in its entirety acts upon matters which would otherwise be the
responsibility of such a committee.
SECTION 16 REPORTING
Under current securities laws, the Company's directors, executive officers,
and any persons holding more than ten percent of the Company's common stock are
required to report their initial ownership and any subsequent changes in that
ownership to the Securities and Exchange Commission and to the New York Stock
Exchange. Specific due dates for the required reports have been established and
the Company is required to disclose in this proxy statement any failure to file
by those dates.
To the best of the Company's knowledge, all filing requirements have been
satisfied except that Mr. Willfong failed to file a Form 5 (Annual Statement of
Changes in Beneficial Ownership) for fiscal 1993. In June of 1993, shares held
by Mr. Willfong as custodian under the California Uniform Gift to Minors Act
were transferred to direct ownership by his independent adult son. Mr. Willfong
was unaware that the transfer required the filing of a Form 5 for fiscal 1993
and the transfer was subsequently reported on a late Form 5 filed in August of
1994.
5
<PAGE>
In making this disclosure, the Company has relied on a review of copies of
forms furnished to the Company, discussions with those persons known to be
subject to Section 16(a) reporting requirement and written representations that
no other reports were required relating to the fiscal year ended June 30, 1994.
COMPENSATION COMMITTEE REPORT
The compensation of the Chief Executive Officer ("CEO") and the Company's
other senior executives is determined by the Board of Directors after receiving
the recommendation of the Compensation Committee (the "Committee") of the Board
of Directors. The Committee, which also has oversight responsibility for the
incentive compensation plans for all of the Company's executive employees, is a
standing committee of the Board of Directors comprised entirely of independent
directors. No member of the Committee is eligible to participate in any of the
compensation plans or programs it administers.
COMPENSATION PHILOSOPHY
The Company's executive compensation philosophy, developed over the past
decade, reflects the belief of the Board of Directors that the interests of
executives should be closely aligned with those of the Company's stockholders.
As a consequence, substantially all awards of incentive bonuses and grants of
stock options are tied to the attainment of results that benefit the Company
and its stockholders. The Company's compensation philosophy ensures that
executives are motivated to improve the overall performance and profitability
of the Company as well as the specific division or area of operations for which
each individual executive is responsible.
COMPENSATION PROGRAM
The Committee regularly reviews publically available information regarding
the executive compensation programs of other companies that are operating in
one or more of the Company's markets, as well as a group of comparable
manufacturing companies nationwide, to ensure that the Company's plans and
practices are competitive and appropriate in light of the Company's performance
and compensation philosophy. As discussed below, an executive officer's
compensation package is comprised of three principal components: (1) base
salary, (2) annual incentives and (3) stock options.
Base Salary. The Company sets executive base salaries at the lower end of the
average range of salaries paid by United States manufacturing companies with
annual revenues comparable to the Company's. The Company regularly reviews pay
data available from third-party sources to determine if its base salary levels
meet the Company's objectives. A number of factors are considered in
establishing base salary levels for Company executive officers including the
executive's recent performance, level of responsibility, years of service with
the Company and overall competitiveness relative to comparable positions at
other companies.
The base salary of the CEO and the Company's other senior executive officers
was increased during fiscal 1994 by an average of 7%. In accordance with the
Company's usual practice, the actual percentage increase in base salary was
higher for the lowest compensated and lower for the higher compensated
executives. This was the first increase in base salary awarded to such
executives since September of 1990 and recognized their significant individual
and collective contributions to the Company's objectives of cutting costs,
maintaining profitability and maintaining the level of its dividends to
shareholders during the downturn in business experienced in recent years.
6
<PAGE>
Effective August 30, 1993, the CEO's base salary was fixed at $216,300, an
increase of 5.3% over the previous base salary set in September of 1990. The
CEO's base salary and the other elements of his compensation are determined in
accordance with the policies previously described herein which are applicable
to all the senior executives of the Company.
Annual Incentives. Certain key employees (including the executive officers)
of the Company and its domestic subsidiaries may be granted annual cash
compensation bonuses under the Company's Managerial Incentive Bonus Plan
("Plan"). The Plan rewards improvements in the performance of the subsidiary or
business segment to which a plan participant is assigned. The annual incentive
award opportunity for the CEO and the other named executives, in light of their
Company-wide responsibilities, is dependent upon overall Company performance.
Participants are eligible to receive annual cash bonuses of up to 10% of base
salary if certain predetermined quantitative performance criteria are met or
exceeded during a fiscal year. Performance achievements are compared against
established improvement standards for: (1) change in pretax net income
(decrease in pretax net loss), (2) change in pretax net income (pretax net
loss) expressed as a percentage of sales revenues, (3) increase in sales
revenues and (4) increase in sales per aggregate unit man/hours worked. In
addition to established target performance standards for each award component,
the Plan also identifies minimum levels of performance that must be achieved
before a Plan participant becomes entitled to an award.
Stock Options. Stock Options are granted to encourage and facilitate
executive stock ownership and to underscore the importance of enhancing
stockholder values over the long term. Incentive stock options are granted at
100% (and, in some instances, 110%) of the fair market value of the underlying
stock on the date of grant, thus rewarding optionees only for appreciation in
the Company's common stock enjoyed by all Company stockholders. Nonstatutory
stock options may be granted in certain circumstances at 80% or more of the
fair market value of the underlying stock on the grant date. While all
executives are eligible to receive stock options, participation in a grant, as
well as the size and terms of the grants to participating executives, are
contingent upon performance, potential and overall level of compensation.
COMPENSATION COMMITTEE
Joel F. McIntyre, Chairman
Alexander van de Pol
Donald J. Willfong
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, on an accrual basis, all cash and non-cash
compensation earned by or awarded to the Company's Chief Executive Officer and
its four most highly compensated executive officers other than the CEO, for
services rendered to the Company and its subsidiaries for the fiscal years
indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------
ALL OTHER
COMPENSATION
NAME & PRINCIPAL POSITION YEAR SALARY BONUS(1) (2)
- - ------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Cornelius C. Vanderstar 1994 $215,371 $21,420 $3,281
Chairman of the Board 1993 206,190 16,432 1,653
and Chief Executive Officer 1992 206,980 84
John P. Cunningham 1994 199,510 19,840 3,060
President & Chief 1993 190,329 15,168 1,525
Operating Officer 1992 191,059 77
Hugh E. Curran 1994 162,569 16,160 2,505
Vice President-- 1993 153,388 12,224 1,246
Sales & Marketing 1992 153,975 63
David C. Treinen 1994 162,569 16,160 2,474
Vice President--Finance 1993 153,388 12,224 1,222
& Secretary 1992 153,975 62
Ronald L. Rudy 1994 151,182 15,013 2,271
Vice President-- 1993 138,631 11,048 1,098
Manufacturing 1992 139,162 55
</TABLE>
- - --------
(1) Represents amounts paid or payable under the Company's Managerial Incentive
Bonus Plan.
(2) Amounts represent allocated contributions, on the same basis as all
eligible employees, to the Company's Profit Sharing Plan, a defined
contribution retirement plan.
STOCK OPTIONS
The following table summarizes option exercises during fiscal 1994 by the
executive officers named in the Summary Compensation Table above, the number of
unexercised options, all of which are currently exercisable, and the value of
such in-the money options held by the named executive officers at June 30,
1994. No options were granted during fiscal 1994.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
SHARES IN-THE-
ACQUIRED ON VALUED UNEXERCISED MONEY
EXERCISE(#) REALIZED(1) OPTIONS(#) OPTIONS(2)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
John P. Cunningham.............. 2,000 $17,250 8,000 $70,000
David C. Treinen................ 4,000 40,000 2,500 $21,875
Ronald L. Rudy.................. -- 6,552 $57,330
</TABLE>
- - --------
(1) Fair market value of shares on date of exercise less exercise of price.
(2) Based on the fiscal year-end closing price of $24.125 on the New York Stock
Exchange.
8
<PAGE>
STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the S&P 500 Composite Index and the S&P Building Materials Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG INTERNATIONAL ALUMINUM, INC.,
S&P 500 INDEX AND S&P BLDG. MATERIALS
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> S&P
Measurement Period INTERNATIONAL S&P BLDG. MAT.
(Fiscal Year Covered) ALUMINUM, INC. 500 INDEX INDEX
- - ------------------- -------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-6/30/89 $100 $100 $100
FYE 6/30/90 $ 93 $116 $ 86
FYE 6/30/91 $102 $125 $ 82
FYE 6/30/92 $ 77 $142 $ 94
FYE 6/30/93 $ 94 $161 $115
FYE 6/30/94 $103 $163 $105
</TABLE>
Assumes $100.00 invested on June 30, 1989. Total return assumes reinvestment of
dividends.
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company, in accordance with the recommendation
of its Audit Committee, none of whom is an officer of the Company, has selected
Price Waterhouse as independent accountants of the Company for the year ending
June 30, 1995 and further directed that the selection be submitted for
ratification by shareholders at the Annual Meeting.
Price Waterhouse, a nationally known firm of independent accountants, has
audited the Company's financial statements for the past eighteen years.
Representatives of Price Waterhouse will be present at the Annual Meeting and
will be available to make a statement if they so desire and to respond to
appropriate questions.
9
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
---
PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS FOR FISCAL 1995. PROXIES SOLICITED
BY THE COMPANY WILL BE VOTED FOR RATIFICATION OF THE SELECTION UNLESS OTHERWISE
---
INDICATED.
SHAREHOLDER PROPOSALS
Proposals of shareholders submitted for consideration at the 1995 Annual
Meeting of Shareholders must be received by the Company no later than May 24,
1995 in order to be included in the Company's proxy statement and proxy card
for that meeting.
OTHER MATTERS
The Company's Annual Report, including financial statements, for the year
ended June 30, 1994, accompanies this Proxy Statement.
The management of the Company does not know of any matter to be acted upon at
the meeting other than the matters above described. If any other matter
properly comes before the meeting, however, the holders of the proxies will
vote thereon in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Company. The proxy
soliciting material, in addition to being mailed directly to shareholders, will
be distributed through brokers, custodians, nominees and other like parties to
beneficial owners of stock, and the Company expects to reimburse such parties
for their charges and expenses in connection therewith.
Although it is contemplated that proxies will be solicited principally
through the use of the mail, the solicitation of proxies may be made by means
of personal calls upon, or telephonic or telegraphic communications with,
shareholders or their personal representatives by directors, officers and
employees of the Company who will not be specially compensated for such
services.
By Order of the Board of Directors
/S/ DAVID C. TREINEN
David C. Treinen
Vice President and Secretary
September 22, 1994
----------------
ANNUAL REPORT ON FORM 10-K
THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM
10-K FOR THE YEAR ENDED JUNE 30, 1994 IS AVAILABLE WITHOUT CHARGE TO
SHAREHOLDERS UPON WRITTEN REQUEST. ADDRESS REQUESTS TO THE MR. DAVID C.
TREINEN, VICE PRESIDENT AND SECRETARY, INTERNATIONAL ALUMINUM CORPORATION,
P.O. BOX 6, MONTEREY PARK, CALIFORNIA 91754.
10
<PAGE>
- - -------------------------------------------------------------------------------
P R O X Y INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, Ca. 91754
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Cornelius C. Vanderstar and John P.
Cunningham as proxies of the undersigned, each with the power to appoint his
substitute, and revokes all previous proxies and hereby authorizes them to
represent and to vote as designated below, all the shares of common stock of
International Aluminum Corporation held of record by the undersigned on
September 7, 1994 at the Annual Meeting of Shareholders to be held on October
27, 1994 or any adjournment thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed
contrary below) [_] below [_]
(INSTRUCTION: TO withhold authority to vote for any individual nominee mark the
box next to the nominee's name below.)
[_] C. Vanderstar [_] J. Cunningham [_] H. Curran [_] D. Willfong
[_] J. McIntyre [_] A. van de Pol [_] D. Treinen
2. RATIFY SELECTION OF PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS OF THE
CORPORATION:
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
Dated: ......................, 1994
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Signature
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Signature if held jointly
Please sign exactly as name
appears below. When shares are
held by joint tenants, both should
sign. When signing as attorney, as
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.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
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