<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 [_] 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 Corporation
--------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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 26, 2000
----------------
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 26, 2000 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, 2001.
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 6, 2000
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
President and Secretary
Monterey Park, California 91754
September 25, 2000
<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
26, 2000, 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 25, 2000 to the Company's
shareholders.
Shareholders of record at the close of business on September 6, 2000 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 4,244,794 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, 2001. 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. With the exception of Messrs. Antonini
and Dean, each of the nominees is an incumbent director elected at the 1999
Annual Meeting of Shareholders. Mr. Antonini was elected by the Board on
August 22, 2000, to fill a vacancy created by the resignation of Hugh E.
Curran. Mr. Dean has been nominated to fill the vacancy resulting from the
June 29th resignation of J.D. Williams.
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 of the nominees named below as directors. 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 2001 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, 2000, 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) 9.7%
Columbia Ventures Corporation
1220 Main Street, Suite 200
Vancouver, WA 98660 312,000(3) 7.4
Royce & Associates, Inc.
1414 Avenue of the Americas
New York, N.Y. 233,400 5.5
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, Ca 90401 232,400(4) 5.5
</TABLE>
--------
(1) Based on information contained in the most recent Schedule 13D's and 13G's
filed with the Securities and Exchange Commission.
(2) Shared voting power with respect to 193,400 shares and shared dispositive
power with respect to all shares.
(3) Shared voting and dispositive power with respect to 270,200 shares.
2
<PAGE>
(4) Dimensional Fund Advisors Inc. ("Dimensional") an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts.
(These investment companies and investment vehicles are hereinafter called
the "Portfolios"). In its role as investment advisor and manager,
Dimensional possesses both voting and investment power over the securities
described in this schedule that are owned by the Portfolios. All
securities reported in this schedule are owned by the Portfolios.
Dimensional disclaims beneficial ownership of such securities.
Security Ownership of Management
The following table list, as of September 6, 2000, the names of all
directors, nominees as directors and each executive officers of the Company,
their ages, present positions, and the number and percentage of shares of
Common Stock beneficially owned by each such person and by all directors,
nominees as directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares of
Director Common Percent of
Names(1) Age Present Position Since Stock(2) Outstanding(3)
-------- --- ---------------- -------- --------- --------------
<S> <C> <C> <C> <C> <C>
Cornelius C. Vanderstar 85 Chairman & Chief Executive Officer 1963 1,711,150(4) 40.3%
John P. Cunningham 68 Director 1963 148,006(5) 3.5
David C. Treinen 61 President and Secretary; Director 1993 45,715(6) 1.0
Joel F. McIntyre 61 Director 1980 -- *
Donald J. Willfong 66 Director 1984 2,000 *
David M. Antonini 47 Director 2000 -- *
Alexander M. Dean 55 Nominee -- *
Ronald L. Rudy 59 Senior Vice President--Operations 23,757(7) *
Mitchell K. Fogelman 49 Senior Vice President--Finance 16,000(8) *
All executive officers
and directors as a
group (9 in number) 1,945,383 45.6%
</TABLE>
--------
(*) Less than one percent.
(1) The mailing address of such shareholder is care of International Aluminum
Corporation, P.O. Box 6, Monterey Park, California 91754.
(2) 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.
(3) 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.
(4) Held by the Vanderstar Family Trust, Cornelius C. and Marguerite D.
Vanderstar, Trustees.
3
<PAGE>
(5) Held by the Cunningham Family Trust, Patricia M. Cunningham, Trustee
(6) Includes 37,715 shares held by the Treinen Family Trust, David C. and
Susan M. Treinen, Trustees, and 8,000 Stock Option Shares.
(7) Includes 8,000 Stock Option Shares.
(8) Includes 6,000 Stock Option Shares.
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.
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
served as Senior Vice President--Finance/Administration for 27 years prior to
being elected President of the Company in June 2000. Mr. Treinen continues to
serve as Secretary of the Company, a position he has held since February 1973.
John P. Cunningham. Mr. Cunningham, retired Vice Chairman of Board of
Directors, was employed by the Company or its subsidiaries from 1959 through
his retirement in June of 1999. He served as President of the Company from
October of 1972 through November of 1998, prior to which he served as Vice
President--Operations.
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.
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 and 3D Shopping.com, each of which are publicly-held
companies. 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, a member of the Company's Audit and
Compensation Committees, holds a Masters degree in Finance from the University
of California at Los Angeles.
David M. Antonini. Since 1984 Mr. Antonini has been a principal of White,
Nelson & Co., a certified public accounting and consulting firm located in
Anaheim, California. He is a member of the Tax Division of the American
Institute of Certified Public Accountants and a member of the California
Society of Certified Public Accountants. Mr. Antonini also holds an Associate
of Arts degree in Computer Science and a Juris Doctor degree. He currently is
Chairperson of White Nelson's International Tax Group and its Mergers,
Acquisitions and Dispositions group. Prior to becoming a principal with White
Nelson, he served as a Tax Manager with PricewaterhouseCoopers.
4
<PAGE>
Alexander L. Dean. Mr. Dean is President of David Brooks Company, a
manufacturer and distributor of ceramic planters located in Costa Mesa,
California, a position which he has held for the last 10 years. Prior to
joining the David Brooks Company, he served eight years as President of
Builders Incorporated, a firm specializing in real estate development and
apartment and commercial building management. Mr. Dean holds Masters degrees
in Finance from Yale University and in Regional Planning from the University
of North Carolina.
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...................... 59 Senior Vice President--Operations
Mitchell K. Fogelman................ 49 Senior Vice President--Finance
</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.
Mr. Fogelman, elected to his present position in June 2000, has been
employed by the Company since 1982. He served as Vice President-Controller
since June 1995.
5
<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 six times during the fiscal year ended June 30,
2000. 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, 2000.
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 2000 were Messrs. McIntyre, Willfong and Curran. The
Audit Committee functions pursuant to an Audit Committee Charter adopted by
the Board of Directors during the fiscal year ended June 30, 2000. A copy of
the Audit Committee Charter is set forth in Exhibit A to this Proxy Statement.
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 2000.
Messrs. McIntyre and Willfong served as Committee members during the entire
fiscal year 2000. Mr. Alexander van de Pol served on the Committee until
resigning his directorship in October 1999.
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 2000.
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,
2000.
6
<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 CEO's base salary for fiscal 2000 was $253,600, unchanged from the base
salary set in July of 1998. 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
7
<PAGE>
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
Donald J. Willfong
8
<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 Other Annual All Other
----------------- Compensation Compensation
Name & Principal Position Year Salary Bonus(1) (2) ($)
------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cornelius C. Vanderstar........ 2000 $253,600 $3,231
Chairman of the Board 1999 253,600 3,995
and Chief Executive Officer 1998 245,400 $22,086 4,602
J. D. Williams(4).............. 2000 237,750 3,150
President and Chief Operating
Officer 1999 201,358 3,896 $80,284(3)
David C. Treinen(4)............ 2000 221,900 3,212
Senior Vice President--Finance
and 1999 210,000 3,972
Administration; Secretary 1998 201,800 18,140 4,575
Ronald L. Rudy................. 2000 211,350 3,181
Senior Vice President--
Operations 1999 200,000 3,934
1998 191,700 17,232 4,531
Michell K. Fogelman(4)......... 2000 161,340 3,142
Vice President--Controller
</TABLE>
--------
(1) Represents amounts paid or payable under the Company's Managerial
Incentive Bonus Plan.
(2) Allocated contributions, on the same basis as all eligible employees, to
the Company's Profit Sharing Plan, a defined contribution retirement plan.
(3) Represents amounts paid under the Company's Moving and Relocation Policy
relative to Mr. William's relocating from Waxahachie, TX to Los Angeles, CA.
(4) Mr. Williams resigned as both a director and President in late June 2000.
Mr. Treinen was elected to succeed Mr. Williams as President and Mr.
Fogelman was elected to fill the Sr. Vice President--Finance position
vacated by Mr. Treinen. Mr. Treinen continues to serve as Secretary of the
Company.
STOCK OPTIONS
The following table summarizes the number of unexercised options held by the
named executive officers at June 30, 2000. No options were granted during
fiscal 2000 and no in-the-money options were held by such executive officers
at year-end.
<TABLE>
<CAPTION>
Number of Shares
Underlying Unexercised
Options Held at Fiscal Year-End
-----------------------------------
Name Exercisable Unexercisable
---- --------------- ----------------
<S> <C> <C>
J. D. Williams........................ 6,000 1,500
David C. Treinen...................... 8,000 2,000
Ronald L. Rudy........................ 8,000 2,000
Mitchell K. Fogelman.................. 6,000 1,500
</TABLE>
9
<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 AND S&P BUILDING MATERIALS
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
S&P
Measurement Period INTERNATIONAL BUILDING
(Fiscal Year Covered) ALUMINUM CORP. S&P 500 MATERIALS
------------------- -------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt- 6/95 $100 $100 $100
FYE 6/96 $ 82 $126 $121
FYE 6/97 $ 90 $170 $156
FYE 6/98 $109 $221 $194
FYE 6/99 $100 $271 $182
FYE 6/00 $ 67 $291 $ 99
</TABLE>
Assumes $100.00 invested on June 30, 1995. 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, 2001 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 2001. PROXIES
SOLICITED BY THE COMPANY WILL BE VOTED FOR RATIFICATION OF THE SELECTION UNLESS
OTHERWISE INDICATED.
10
<PAGE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder who intends to present a proposal at the Company's 2001
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, 2001, 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, 2001.
OTHER MATTERS
The Company's Annual Report, including financial statements, for the year
ended June 30, 2000, 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
President and Secretary
September 25, 2000
----------------
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, 2000 is available without charge to
shareholders upon written request. Address requests to Mr. Mitchell K.
Fogelman, Senior Vice President--Finance, International Aluminum Corporation,
P. O. Box 6, Monterey Park, California 91754.
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EXHIBIT A
INTERNATIONAL ALUMINUM CORPORATION
AUDIT COMMITTEE CHARTER
PURPOSE:
The Audit Committee of International Aluminum Corporation (the
"Corporation") assists the Board of Directors by providing a continuing review
of the Corporation's internal financial and accounting systems, financial
reporting, accounting practices and policies, internal and external audit
functions and procedures for monitoring compliance with laws and regulations.
COMPOSITION, EXPERTISE AND TERM OF OFFICE:
Composition:
The Audit Committee shall be composed of Members of the Board of Directors.
The Audit Committee shall consist of at least three (3) current Directors
appointed annually by the Board of Directors, each of whom has no relationship
to or with the Corporation which might interfere with the exercise of his
independence from management and the Corporation.
One member of the Audit Committee shall be appointed annually by the Board
of Directors to serve as its Chair.
A Director who is or was an employee of the Corporation or any of its
affiliates may not serve on the Audit Committee until three (3) years
following termination of his employment with the Corporation or such
affiliate(s).
A Director who is a partner, controlling shareholder or executive officer of
an organization that has a business relationship with the Corporation, or who
has a direct business relationship with the Corporation (e.g., a consultant)
may serve on the Audit Committee only if the Corporation's Board of Directors
determines in the reasonable exercise of its business judgment that the
relationship does not interfere with the Director's exercise of independent
judgment. To determine the independence of a Director, the Board of Directors
shall consider the materiality of the business relationship to the
Corporation, to the Director and, if applicable, to the organization with
which the Director is affiliated.
A Director may serve on the Audit Committee without such a determination by
the Board of Directors three (3) years after termination of the relationship
described in the preceding paragraph.
A Director who is employed as an executive of another corporation where any
of the Corporation's executives serve on such other corporation's Compensation
Committee may not serve on the Corporation's Audit Committee.
A Director who is an immediate family member of an individual who is an
executive officer of the Corporation or any of its affiliates may not serve on
the Audit Committee until three (3) years following the termination of such
immediate family member's relationship.
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A Director who has one or more of the above described relationships may
serve on the Audit Committee if the Corporation's Board of Directors, under
exceptional and limited circumstances, determines that membership on the Audit
Committee by the particular Director is required by the best interests of the
Corporation and its shareholders and the Corporation discloses, in the next
annual proxy statement subsequent to such determination, the nature of the
relationship and the reasons for its determination.
Expertise:
Each Audit Committee Member shall be financially literate, or shall become
so within a reasonable period of time after his appointment to the Audit
Committee. Additionally, at least one Member of the Audit Committee shall
possess accounting or related financial management expertise (as determined
and interpreted in the Board of Directors' reasonable business judgment).
Each Audit Committee Member shall possess an understanding of the
Corporation's business and products, recognition and appreciation of the Audit
Committee's role in corporate governance, knowledge of the Corporation's risks
and systems of control, integrity, dedication of time and energy, independent
judgment and the ability to offer insight, new perspective and constructive
suggestions.
Meetings:
The Audit Committee shall meet at least once each year and more often
(including, if appropriate, by conference telephone) as necessary.
ROLES AND RESPONSIBILITIES:
The responsibilities of the Audit Committee shall be as set forth below.
A. Internal Control
. Evaluate whether management is communicating the importance of internal
controls and ensuring that all affected employees possess an
understanding of their roles and responsibilities;
. Determine whether internal control recommendations made by the external
auditors have been implemented by management; and
. Ensure that the external auditors keep the Audit Committee informed
about deficiencies in internal controls, illegal acts, fraud, and other
financial control and disclosure matters.
B. Financial Reporting
1. General
. Review significant accounting and reporting issues, including recent
professional and regulatory pronouncements, and understand their impact
on the Corporation's financial statements; and
. Consult with management and the external auditors about significant
risks and exposures and the Corporation's plans to minimize the same.
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2. Annual Financial Statements
. Review the annual financial statements and determine whether they are
consistent with the information known to Audit Committee members and
whether the Corporation's financial statements are prepared in
accordance with applicable accounting principles;
. Focus on complex and/or unusual transactions;
. Focus on judgmental areas such as those involving valuation of assets
and liabilities, including, for example, the accounting for and
disclosure of obsolete or slow-moving inventory, warranty, product, and
environmental liabilities and litigation reserves;
. Focus on significant areas of activity, such as acquisitions;
. Meet with management and the external auditors to review the
Corporation's financial statements and the results of the audit;
. Consider management's handling of proposed audit adjustments identified
by the external auditors;
. Review the MD&A and other sections of the Corporation's annual report
before release and determine whether the information is adequate and
consistent with the Audit Committee members' knowledge of the
Corporation and its operations; and
. Ensure that the external auditors communicate required matters to the
Audit Committee.
3. Interim Financial Statements
. Be informed on how management develops quarterly financial information,
the extent to which the external auditors review quarterly financial
information and whether that review is performed on a pre- or post-
issuance basis;
. Meet with management and, if a pre-issuance review was completed, with
the external auditors, either telephonically or in person, to review the
interim financial statements and the results of the review. This action
may be taken by the Audit Committee Chair;
. To gain insight into the fairness of the interim financial statements
and disclosures made thereby, obtain explanations from management and
the external auditors as to whether:
. Generally accepted accounting principles have been consistently
applied;
. There are any actual or proposed changes in accounting or financial
reporting practices;
. There are any significant or unusual events or transactions;
. The Corporation's financial and operating controls are functioning
effectively;
. The Corporation has complied with the terms of any loan or other
financing agreements;
. The interim financial statements contain adequate and all
appropriate disclosures; and
. Ensure that the external auditors communicate required matters to
the Audit Committee.
4. Compliance with Laws and Regulations
. Review the effectiveness of the Corporation's system for monitoring
compliance with laws and regulations and the results of management's
investigation and follow-up (including disciplinary action taken) in
respect to any fraudulent acts or accounting irregularities;
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. Periodically obtain updates regarding compliance issues;
. Be satisfied that all regulatory compliance matters have been considered
in the preparation of the Corporation's financial statements; and
. Review the findings of any examination by regulatory agencies (such as
the Securities and Exchange Commission).
5. External Audit
. Communicate to the external auditors that they are ultimately
accountable to the Board of Directors and the Audit Committee;
. Review the external auditors' scope of audit and methodology;
. Review the performance of the external auditors and recommend to the
Board of Directors the appointment or discharge of the external
auditors; and
. Confirm the independence of the external auditors by reviewing the
nonaudit services provided and the auditors' assertion of their
independence in accordance with applicable professional standards.
6. Other Responsibilities
. Meet with the external auditors and management in separate sessions to
discuss any matters that the Audit Committee or these groups believe
should be discussed privately;
. Ensure that significant findings and recommendations made by the
external auditors are received and discussed on a timely basis;
. Review legal matters that could have a significant impact on the
Corporation's financial statements;
. Perform other oversight functions as requested by the Board of
Directors; and
. Review and update this Audit Committee Charter and receive approval of
changes from the Board of Directors.
7. Reporting Responsibilities
. Regularly update the Board of Directors regarding Audit Committee
activities and make appropriate recommendations;
. Disclose to shareholders in the Corporation's proxy statement or annual
report that the Corporation has adopted an Audit Committee Charter and
that the Audit Committee has satisfied its responsibilities under the
Charter; and
. Prepare a letter for inclusion in the annual report and Form 10-K
disclosing whether or not the following have occurred:
. Management and the external auditors have reviewed and discussed the
audited financial statements with the Audit Committee;
. The members of the Audit Committee have discussed among themselves
the results of their discussions with management and the external
auditors; and
. The Audit Committee, in reliance on its review and discussions with
management and the external auditors, believes the Corporation's
financial statements to be fairly presented in conformity with GAAP.
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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 David C. Treinen
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 6, 2000 at
the Annual Meeting of Shareholders to be held on October 26, 2000 or any
adjournment thereof.
1.ELECTION OF DIRECTORS
[_] For all nominees listed below (except as marked to the
contrary below)
[_] WITHHOLD AUTHORITY
to vote for all 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 [_] D. Treinen [_] J. Cunningham [_] J. McIntyre [_] D.
Willfong [_] D. Antonini [_] A. Dean
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: ......................, 2000
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Signature
-----------------------------------
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
