<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INTERNATIONAL ALUMINUM CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
INTERNATIONAL ALUMINUM CORPORATION
767 MONTEREY PASS ROAD
MONTEREY PARK, CALIFORNIA 91754
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1998
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
International Aluminum Corporation (the "Company") will be held at the
Corporate Offices of the Company, 767 Monterey Pass Road, Monterey Park,
California on Thursday, October 29, 1998 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 PricewaterhouseCoopers LLP as independent
accountants for the Company for the fiscal year ending June 30, 1999.
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 9, 1998
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
Senior Vice President and Secretary
Monterey Park, California 91754
September 18, 1998
<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
29, 1998, 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 22, 1998 to the Company's
shareholders.
Shareholders of record at the close of business on September 9, 1998 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 4,291,494 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, prior to the voting, gives notice 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 PricewaterhouseCoopers LLP as the Company's
independent accountants for the Company's fiscal year ending June 30, 1999. An
automated system administered by the Company's transfer agent tabulates the
votes. Where the approval of a majority of the shares represented at the
meeting is required for the approval of a proposal, abstentions are the
equivalent of votes against such proposal and broker non-votes have no effect.
In the event that there should be cumulative voting in the election of
directors, unless otherwise specifically instructed, the proxy holders intend
to distribute the votes represented by each proxy among such nominees in such
proportion as they see fit. 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 1999 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, 1998, 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. Except as otherwise noted, each of
the named institutions is believed to have sole voting and dispositive powers
with respect to the shares listed below.
<TABLE>
<CAPTION>
PERCENT OF
SHARES COMMON
NAME AND ADDRESS BENEFICIALLY STOCK
OF BENEFICIAL OWNER OWNED(1) OUTSTANDING
------------------- ------------ -----------
<S> <C> <C>
First Pacific Advisors, Inc.
11400 West Olympic Blvd.
Los Angeles, CA 90064 411,500(2) 9.6%
Royce & Associates, Inc.
1414 Avenue of the Americas
New York, N.Y. 354,700 8.3
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, Ca 90401 216,700(3)(4) 5.0
</TABLE>
- --------
(1) Based on information contained in the most recent Schedule 13G's filed
with the Securities and Exchange Commission.
(2) Shared voting power with respect to 161,500 shares and shared dispositive
power with respect to all shares.
(3) Shared voting power with respect to 58,700 shares.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 216,700 shares as of
December 31, 1997, all of which shares are held in portfolios of DFA
Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participant Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
Disclaims beneficial ownership of all such shares.
2
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists, as of September 9, 1998, the names of all
directors and executive officers of the Company, their ages, present
positions, and the number and percentage of shares of Common Stock
beneficially owned by each such persons and by all executive 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) 83 Chairman of the Board 1963 1,698,200(4) 39.6%
John P. Cunningham 66 President and Director 1963 149,106(5) 3.5
Hugh E. Curran 68 Director 1973 39,067(6) *
Alexander van de Pol 77 Director 1978 2,600(7) *
Joel F. McIntyre 60 Director 1980 -- *
Donald J. Willfong 65 Director 1984 2,000 *
David C. Treinen 59 Senior Vice President--Finance
and Administration; Secretary
and Director 1994 42,865(8) *
Ronald L. Rudy 57 Senior Vice President--Operations 18,512(9) *
All executive officers
and directors as a
group (8 in number) 1,952,350 45.4%
</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 143,656 shares held by the Cunningham Family Trust, Patricia M.
Cunningham, Trustee, and 4,000 Stock Option Shares.
(6) Includes 38,067 shares 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 37,715 shares held by the Treinen Family Trust, David C. and
Susan M. Treinen, Trustees; 4,000 Stock Option Shares; and 1,150 owned of
record by dependent adult son.
(9) Includes 4,000 Stock Option Shares.
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. He 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 retired from his position as Vice President--
Sales & Marketing of the Company in June of 1995. He was employed by the
Company or its subsidiaries from 1958 and prior to assuming the position of
Vice President in October, 1969, he performed various functions in the
Company's Sales and Marketing department. Mr. Curran is a member of the
Board's Audit Committee.
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. Since August 1998, Mr. McIntyre has been engaged in the
practice of business and corporation law with offices in Los Angeles County
and Orange County, California where he maintains an of counsel relationship
with the firm of Day, Campbell and McGill. From February 1993 through July
1998, Mr. McIntyre served as Managing Partner of McIntyre, Borges & Burns LLP
and successor entities and from 1963 through 1993 he was an attorney with the
law firm of Paul, Hastings, Janofsky and Walker. Mr. McIntyre currently serves
on the Board of Directors of Hawker Pacific Aerospace, a publicly-held
company. Mr. McIntyre, Chairman of the Board's Audit and Compensation
Committees, received a B.A. from Stanford University in 1960 and a J.D. from
the University of California, Los Angeles in 1963.
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...................... 57 Senior Vice President--Operations
</TABLE>
Mr. Rudy, employed by the Company since 1972, has served as a Vice President
of the Company 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,
1998. 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, 1998.
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 1998 were Messrs. McIntyre, Willfong, van de Pol and
Curran.
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 1998.
Committee members during fiscal 1998 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 for fiscal 1998.
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,
1998.
5
<PAGE>
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 currently 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, as a group, increased by 1.3% during fiscal 1998. 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.
The CEO's base salary for fiscal 1998 was $245,400, unchanged from the base
salary set in July of 1996. 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.
6
<PAGE>
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 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 1998 $245,400 $22,086 $4,602
Chairman of the Board 1997 245,400 0 2,976
and Chief Executive Officer 1996 241,400 0 3,773
John P. Cunningham 1998 232,300 20,907 4,602
President & Chief 1997 232,300 0 2,976
Operating Officer 1996 224,300 0 3,773
David C. Treinen 1998 201,800 18,140 4,575
Senior Vice President--Finance & 1997 196,000 0 2,957
Administration; Secretary 1996 188,000 0 3,710
Ronald L. Rudy 1998 191,700 17,232 4,531
Senior Vice President-- 1997 186,200 0 2,927
Operations 1996 176,200 0 3,672
</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
There were no grants to or exercises of stock options by executive officers
during fiscal 1998. The following table summarizes the number of unexercised
options held by executive officers at June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUED OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END FISCAL YEAR-END(1)
------------------------ ------------------------
EXERCISABLE UNEXERISABLE EXERCISABLE UNEXERISABLE
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
John P. Cunningham............ 4,000 6,000 $12,000 $18,000
David C. Treinen.............. 4,000 6,000 $12,000 $18,000
Ronald L. Rudy................ 4,000 6,000 $12,000 $18,000
</TABLE>
- --------
(1) Market value of underlying securities at year-end minus the base price of
"in-the-money" options.
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 CORP., S&P 500 INDEX AND S&P BUILDING MATERIALS
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period INTERNATIONAL S&P S&P BUILDING
(Fiscal Year Covered) ALUMINUM CORP. 500 INDEX MATERIALS
- ------------------- -------------- --------- ------------
<S> <C> <C> <C>
Measurement Pt- 6/93 $100 $100 $100
FYE 6/94 $109 $101 $91
FYE 6/95 $149 $128 $99
FYE 6/96 $122 $161 $120
FYE 6/97 $134 $217 $155
FYE 6/98 $162 $282 $192
</TABLE>
Assumes $100.00 invested on June 30, 1993. 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 PricewaterhouseCoopers LLP as independent accountants of the Company
for the year ending June 30, 1999 and further directed that the selection be
submitted for ratification by shareholders at the Annual Meeting.
PricewaterhouseCoopers, a nationally known firm of independent accountants,
has audited the Company's financial statements for over twenty years.
Representatives of PricewaterhouseCoopers 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR FISCAL 1999.
PROXIES SOLICITED BY THE COMPANY WILL BE VOTED FOR RATIFICATION OF THE
SELECTION UNLESS OTHERWISE INDICATED.
9
<PAGE>
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any shareholder who intends to present a proposal at the Company's 1999
Annual Meeting of Shareholders is advised that in order for such proposal to
be included in the Board of Directors' proxy material for such meeting, the
proposal must be directed to the Secretary of the Company at its principal
executive offices such that it is received no later than May 31, 1999, and the
proposal must meet certain eligibility requirements of the Securities and
Exchange Commission. The Company's management proxies may exercise their
discretionary voting authority, without any discussion of the proposal in the
Company's proxy materials, for any proposal which is received by the Company
after August 15, 1999.
OTHER MATTERS
The Company's Annual Report, including financial statements, for the year
ended June 30, 1998, 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
Senior Vice President and Secretary
September 18, 1998
----------------
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, 1998 IS AVAILABLE WITHOUT CHARGE TO
SHAREHOLDERS UPON WRITTEN REQUEST. ADDRESS REQUESTS TO MR. DAVID C. TREINEN,
SENIOR 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 9, 1998 at the Annual Meeting of Shareholders to be held on October
29, 1998 or any adjournment thereof.
1. ELECTION OF DIRECTORS [_] FOR all nominees listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
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 PRICEWATERHOUSECOOPERS LLP 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.
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: ......................, 1998
-----------------------------------
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.
Transfer Agent= Continental Stock Transfer
Style= IBM
CC-UL head to head
