<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For Quarter Ended October 1, 1994 Commission file number 0-7469
--------------- ------
TJ INTERNATIONAL, INC.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 82-0250992
- - ------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
380 E. ParkCenter Boulevard
BOISE, IDAHO 83706
- - ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (208) 345-8500
--------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
and Exchange Act of 1934 during the preceding 12 months (or for each
shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
OCTOBER 28, 1994. 16,906,641 SHARES OF $1 PAR VALUE COMMON STOCK.
EXHIBIT INDEX ON PAGE 13
<PAGE>
TJ INTERNATIONAL, INC.
PART I. FINANCIAL INFORMATION
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of management, all
adjustments necessary to present fairly the results for the periods presented
have been included therein. The adjustments made were of a normal, recurring
nature. Certain information and footnote disclosure normally included in
financial statements have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is recommended that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual report
on Form 10-K.
The results of operations for the periods presented are not necessarily
indicative of the results that might be expected for the fiscal year.
<PAGE>
TJ INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
(AMOUNTS IN THOUSANDS)
OCTOBER 1, JANUARY 1, OCTOBER 2,
1994 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $45,540 $66,319 $240
Marketable securities 13,839 7,004 ---
Receivables, less allowances of
$806,000, $663,000 and $647,000 47,592 45,709 39,845
Inventories 64,183 53,081 47,833
Other 11,270 10,715 7,343
-------- -------- --------
182,424 182,828 95,261
Property
Property and equipment 465,975 361,952 350,096
Less - accumulated depreciation (137,859) (120,762) (114,198)
-------- -------- --------
328,116 241,190 235,898
Goodwill 22,880 23,660 23,920
Unexpended bond funds 23,185 --- ---
Other assets 10,413 6,649 7,404
-------- -------- --------
$567,018 $454,327 $362,483
-------- -------- --------
-------- -------- --------
Liabilities and stockholders' equity
Current liabilities
Notes payable $1,778 $4,007 $5,575
Current portion of long-term debt 1,470 1,891 1,349
Accounts payable 34,586 23,686 26,069
Accrued liabilities 25,718 27,555 23,063
-------- -------- --------
63,552 57,139 56,056
Long-term debt, excluding current portion 88,745 30,877 45,404
Deferred income taxes 7,174 8,429 3,271
Other long-term liabilities 13,519 14,982 13,446
Minority Interest in Partnership 148,418 108,159 107,216
Stockholders' equity
ESOP Convertible Preferred Stock, $1.00 par
value, authorized 10,000,000 shares,
issued 1,252,253, 1,259,308 and 1,260,689 14,776 14,859 14,893
Guaranteed ESOP benefit (12,390) (12,390) (13,321)
Common stock, $1.00 par value, authorized
200,000,000 shares, issued
16,906,641, 16,738,069 and 13,224,189 16,907 16,738 13,224
Paid-in capital 137,561 135,727 44,417
Retained earnings 91,152 82,139 80,154
Cumulative translation adjustments (2,396) (2,332) (2,277)
-------- -------- --------
245,610 234,741 137,090
-------- -------- --------
$567,018 $454,327 $362,483
-------- -------- --------
-------- -------- --------
</TABLE>
<PAGE>
TJ INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(AMOUNTS IN THOUSANDS
EXCEPT PER SHARE FIGURES)
FOR THE FISCAL FOR THE THREE
QUARTER ENDED FISCAL QUARTERS ENDED
---------------------- ----------------------
OCTOBER 1, OCTOBER 2, OCTOBER 1, OCTOBER 2,
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $171,715 $152,729 $470,247 $406,479
--------- --------- --------- ---------
Costs and expenses
Cost of sales 131,972 112,882 354,063 314,367
Selling expenses 15,759 14,482 46,489 43,952
Administrative expenses 8,889 9,610 25,024 25,172
--------- --------- --------- ---------
156,620 136,974 425,576 383,491
--------- --------- --------- ---------
Income from operations 15,095 15,755 44,671 22,988
Investment income, net 462 28 1,386 44
Interest expense --- (817) --- (2,440)
Minority interest in Partnership (7,984) (5,172) (24,894) (6,959)
--------- --------- --------- ---------
Income before income taxes 7,573 9,794 21,163 13,633
Income taxes 3,368 3,962 8,677 4,112
--------- --------- --------- ---------
Net income $4,205 $5,832 $12,486 $9,521
--------- --------- --------- ---------
--------- --------- --------- ---------
Net income per common share
Primary $0.23 $0.41 $0.68 $0.65
--------- --------- --------- ---------
--------- --------- --------- ---------
Fully Diluted $0.22 $0.38 $0.64 $0.60
--------- --------- --------- ---------
--------- --------- --------- ---------
Dividends declared per common share $0.0550 $0.0550 $0.1650 $0.1600
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average number of common shares
outstanding during the periods
Primary 17,356 13,655
--------- ---------
--------- ---------
Fully diluted 18,626 14,992
--------- ---------
--------- ---------
</TABLE>
<PAGE>
TJ INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE FISCAL QUARTERS ENDED
OCTOBER 1, 1994 AND OCTOBER 2, 1993
(UNAUDITED)
<TABLE>
<CAPTION>
(AMOUNTS IN THOUSANDS)
OCTOBER 1, OCTOBER 2,
1994 1993
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $12,486 $9,521
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 21,084 17,131
Minority interest in partnership 24,894 6,959
Other, net (320) 107
Change in working capital items:
Receivables (1,883) (15,363)
Inventories (11,102) (3,596)
Other current assets (1,210) (388)
Accounts payable and accrued liabilities 7,540 13,831
Other, net (1,741) 1,770
--------- ---------
Net cash provided by operating activities $49,748 $29,972
--------- ---------
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ($110,410) ($22,885)
Purchase of marketable securities (6,835) ---
Increase in unexpended bond funds (23,185) ---
Other, net 591 591
--------- ---------
Net cash used in investing activities ($139,839) ($22,294)
--------- ---------
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid on common stock ($2,772) ($2,069)
Minority partner capital contributions 26,411 2,327
Minority partner tax distributions (8,928) (1,993)
Proceeds from issuance of long-term debt 58,500 ---
Net (repayments) borrowings under lines of credit (2,229) (4,421)
Principal payments of long-term debt (961) (737)
Other, net (709) (755)
--------- ---------
Net cash provided by (used in) financing
activities $69,312 ($7,648)
--------- ---------
--------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS
Net increase (decrease) in cash and cash
equivalents ($20,779) $30
Cash and cash equivalents at beginning of year 66,319 210
--------- ---------
Cash and cash equivalents at end of period $45,540 $240
--------- ---------
--------- ---------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during the period for:
Interest, net of amounts capitalized $ --- $2,248
Income taxes (refunds), net $6,147 ($4,145)
</TABLE>
<PAGE>
TJ INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
(amounts in thousands)
Oct. 1, Jan. 1, Oct. 2,
1994 1994 1993
------- ------- -------
<S> <C> <C> <C>
Finished goods $27,193 $23,831 $30,430
Raw materials and
work-in-progress 42,198 33,243 21,139
------- ------- -------
69,391 57,074 51,569
Reduction to LIFO cost (5,208) (3,993) (3,736)
------- ------- -------
$64,183 $53,081 $47,833
------- ------- -------
------- ------- -------
</TABLE>
The determination of inventory under the LIFO method can be made only at the end
of each fiscal year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on the
company's estimates of expected year-end inventory levels and costs. Since
these estimates are subject to many forces beyond the company's control, interim
results could possibly be affected by the final year-end LIFO inventory
valuation.
NET INCOME PER COMMON SHARE
Primary net income per common share is based on net income adjusted for
preferred stock dividends and related tax benefits divided by the weighted
average number of common shares outstanding after giving effect to stock options
as common stock equivalents and to the 1993 two-for-one stock split. Fully
diluted net income per common share assumes conversion of the ESOP convertible
preferred stock into common stock at the beginning of the year.
<PAGE>
Primary net income and fully diluted net income were calculated as follows:
<TABLE>
<CAPTION>
For the fiscal For the three fiscal
quarter ended quarters ended
------------------ ------------------
Oct. 1, Oct. 2, Oct. 1, Oct. 2,
1994 1993 1994 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
PRIMARY NET INCOME
Net income as reported $ 4,205 $ 5,832 $12,486 $ 9,521
Preferred stock dividends,
net of related tax benefits (228) (222) (694) (668)
------- ------- ------- -------
Primary net income $ 3,977 $ 5,610 $11,792 $ 8,853
------- ------- ------- -------
------- ------- ------- -------
FULLY DILUTED NET INCOME
Net income as reported $ 4,205 $ 5,832 $12,486 $ 9,521
Additional ESOP contribution
payable upon assumed
conversion of ESOP
preferred stock, net of
related tax benefits (179) (179) (540) (542)
------- ------- ------- -------
Fully diluted net income $ 4,026 $ 5,653 $11,946 $ 8,979
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
RECLASSIFICATIONS
Certain reclassifications have been made, none of which affected net income, to
conform prior year's information to the current year's presentation.
SUBSEQUENT EVENT
On October 11, 1994, the Company formed a Delaware general partnership (the
"Partnership") effective as of October 3, 1994 combining the Company's wholly-
owned subsidiary, Norco Windows, Inc., with SealRite Windows, Inc. and Oldach
Window Corp. The Partnership, which was initially formed as the N-S&O
Partnership, has been subsequently converted into a limited partnership and,
will operate under the name "Outlook Window Partnership L.P." The Company
contributed to the Partnership all of the assets and liabilities of Norco
Windows, Inc. and all issued and outstanding capital stock of its wholly-owned
subsidiaries, Dashwood Industries Limited and R. Laflamme & Frere, Inc. in
exchange for a 73.5 percent interest in the Partnership. SealRite Windows, Inc.
and Oldach Window Corp. contributed all of their respective assets and
liabilities in exchange for 26.5 percent interest in the Partnership. See
Part II of this Form 10-Q for further discussion of the Partnership.
<PAGE>
TJ INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL QUARTER ENDED OCTOBER 1, 1994
OPERATING RESULTS
The following comments discuss material variations in the results of operations
for the comparative periods presented in the condensed consolidated statements
of income.
SALES
The company's sales by quarter during the current year and for the preceding
four years are as follows:
<TABLE>
<CAPTION>
SALES BY QUARTER
(AMOUNTS IN THOUSANDS)
QUARTER 1994 1993 1992 1991 1990
- - ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
First $135,048 $114,111 $ 75,561 $ 45,330 $ 74,370
Second 163,484 139,639 111,024 79,679 98,185
Third 171,715 152,729 113,512 84,838 89,930
Fourth ======== 144,725 100,383 73,363 64,987
-------- -------- -------- --------
$551,204 $400,480 $283,210 $327,472
======== ======== ======== ========
</TABLE>
GENERAL
The company's operations are strongly influenced by the cyclicality and
seasonality of residential housing construction. This industry experiences
fluctuations resulting from a number of factors, including the general economy,
consumer confidence, credit availability, and interest rates. The seasonality
of this industry, which is particularly pronounced in the colder climates of
Canada and the northern United States, has an especially significant impact on
the company's window operations as they are predominantly located in northern
climates. As a result of this seasonal pattern, the company's sales have
historically tended to be lowest in the first and fourth quarters and highest in
the second and third quarters of each year.
The company's engineered lumber products are gaining increased market acceptance
as high-quality substitutes for large-dimension structural lumber. The
consistent quality, superior strength, lighter weight, and ease of installation
of engineered lumber products are causing an increasing number of builders and
other wood users to choose engineered lumber over traditional solid-sawn lumber.
The Company believes this trend should continue through the 1990's.
No other company possesses the range of engineered lumber products, the levels
of service and technical support, nor the second generation technologies of
<PAGE>
TimberStrand[Registered Trademark] laminated strand lumber (LSL) or Parallam
[Registered Trademark] parallel strand lumber (PSL). However, a number of
companies, including several large forest products companies, now produce look-
alike wood I-joist products and laminated veneer lumber (LVL) products and have
announced capacity expansions. These look-alike products are manufactured using
processes similar to the company's oldest generation technologies. The Company
believes its system of manufacturing plants and multiple technologies position
it as the low-cost producer of engineered lumber. While competition helps
expand the market for engineered wood products, including those manufactured by
the Company, it may also make the existing markets more price competitive. It
is likely these trends of increased competition in engineered lumber products
will continue for the foreseeable future.
The company's window and door products compete in the market place by striving
to provide reliable product quality and high levels of personal service through
locally tailored distribution channels. Competition comes from numerous
businesses ranging from small local concerns, to large nationally prominent
businesses. In the wood window and door portion of the industry, three
companies are especially significant, Andersen Corporation, Rolscreen Company
and Marvin Windows. Each of these companies has greater brand awareness than
the Company's window products.
THIRD QUARTER OF 1994 COMPARED WITH THE THIRD QUARTER OF 1993
Sales for the third quarter increased by $19.0 million or 12% from the same
period last year. The company's sales increase continued despite a falling
lumber market during much of 1994.
Engineered lumber product sales for the third quarter of 1994 were $136.3
million, a 15% increase over the same period in 1993. Sales of residential
products per North American housing start increased 5% to $259 through the first
eight months of 1994 from the comparable period of 1993. The company's
engineered lumber products continue to gain acceptance as a substitute for
commodity lumber, however, the rate of gain slowed in the third quarter
primarily due to an unseasonable decline in the prices of wide dimension
commodity lumber. Falling lumber prices slow the rate at which builders switch
from commodity lumber to the structurally superior engineered lumber products.
The decline in lumber prices contributed to a more conservative attitude toward
carrying inventory by the company's major wholesale and retail customers and the
resulting inventory drawdown by these customers also slowed the company's rate
of sales gain. In addition, a competitor with look alike products adopted a
commodity like price strategy and attracted a larger share of the price
sensitive segment of the market during the rising interest rate environment of
1994.
Window and patio door sales were $35.4 million in the third quarter as compared
to $31.5 million for the same period in 1993. For comparison purposes, 1993
window sales exclude $2.3 million of cutstock sales to third parties in 1993
from the Redding facility which was sold in the first quarter of 1994. An
increasingly competitive market kept this business from posting market share
gains in 1994.
Effective October 3, 1994, the Company formed a partnership with SealRite
Windows of Lincoln, Nebraska and Oldach Windows of Colorado Springs, Colorado.
The new
<PAGE>
Outlook Window Partnership combines the Company's three window companies with
SealRite/Oldach. In 1993, SealRite and Oldach combined reported $36.7 million
in sales and $4.1 million of operating income.
The Company also entered into a non-binding letter of intent to sell its Eastern
Canadian window subsidiary, Dashwood Industries, Ltd. to Andersen Corporation
separately outside of the window partnership. Operating losses at this
subsidiary were $3.2 through the end of the third quarter of 1994. The letter
of intent specifies a cash sales price at a small premium to book value with the
sale expected to be finalized at the end of 1994. Should the sale of Dashwood
proceed as planned, the company's interest in the new Outlook Window Partnership
would be adjusted to approximately 65% from its current 73.5%.
Gross operating margins as a percent of sales were 23.1% compared to 26.1% for
the third quarter of 1993. Gross margins were pressured by increases in raw
material prices, particularly for oriented strand board (OSB) used in webs of
the company's I-joist products. A strong plywood market in the south also led
to increased prices for the veneer used in making Microllam[Trademark] LVL.
Further pressuring margins was a market environment where prices for the
company's products were reduced in response to continuing softness in the lumber
market.
The company's TimberStrand[Trademark] laminated strand lumber (LSL) plant in
Deerwood, Minnesota experienced a fire in late June 1994. During the first and
second quarters the plant had been profitable at the manufacturing level with a
positive gross margin. However, due to restart problems after the fire, the
plant was not profitable at the manufacturing level in the third quarter but was
making steady improvement toward regaining operating efficiencies as the quarter
progressed. In addition, several associates working in the plant experienced
sensitivities toward an adhesive commonly used elsewhere in the industry, which
is used in the manufacture of laminated strand lumber. The Company has
assembled a team of internal managers and outside experts to develop a plan to
reduce exposure to the adhesive and assure a safe work environment for its
associates. The recommendations of the team are currently in the process of
being implemented.
Selling expenses increased slightly in absolute dollar terms, but decreased from
9.5% to 9.2% as a percent of sales. The decrease was primarily a result of the
leverage in the existing sales and distribution network which has the capacity
to handle significant volume increases with the current in-place infrastructure
combined with a reduction in window product selling expenses.
Administrative expenses decreased in absolute dollar terms and as a percentage
of sales. The decrease is reflective of expenses in 1993 related to the
company's window operations which were not recurring in 1994.
The change in minority interest in Partnership from $5.2 million during the
third quarter of 1993 to $8.0 million for 1994 is reflective of the contractual
agreement to allocate 49% of the partnership's income to MacMillan Bloedel (MB)
in 1994 compared to the 33% in 1993. In addition, 70% of the operating losses
incurred at the company's TimberStrand[Registered Trademark] LSL facility in
Deerwood, Minnesota were allocated to MB in 1993.
<PAGE>
FIRST THREE QUARTERS OF 1994 COMPARED WITH THE FIRST THREE QUARTERS OF 1993
Sales for the first three quarters of 1994 increased by $63.8 million or 16%
from the period last year. Income from operations increased to $44.7 million
from $23.0 million last year.
Engineered lumber product sales increased by 20% while window product sales
increased by 8% from the comparable period last year.
Gross operating margins as a percent of sales were 24.7% compared to 22.7% for
the first three quarters of 1994. Window products continued lack of
profitability in the first three quarters of 1994 has been disappointing. Losses
were incurred due to the severity of the 1994 winter and resulting lack of
activity in construction, combined with an extremely price competitive
environment in Eastern Canada.
Selling expenses increased in absolute dollar terms but decreased as a percent
of sales. Administrative expense decreased slightly in absolute dollar terms
and as a percentage of sales. The nine-month comparisons paralleled the third
quarter comparisons discussed earlier.
Order files are higher at the end of September 1994 than they were at the end of
September 1993. However, customers continue to order on a "just-in-time" basis
as they attempt to avoid the build-up of inventory due to a perception of
uncertainty in the housing market, and in anticipation of the normal seasonal
slow-down in fourth quarter building activity.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
OCTOBER 1, 1994, COMPARED TO JANUARY 1, 1994
Working capital decreased $6.8 million during the nine months ended October 1,
1994. Cash was used to fund capital expenditures and dividend payments.
Inventories and related accounts payable, as well as receivables were higher
because of the increased level of operations at the end of the third quarter of
1994 compared with the end of the fourth quarter of 1993.
OCTOBER 1, 1994, COMPARED TO OCTOBER 2, 1993
Working capital increased by $79.7 million to $118.9 million at October 1, 1994,
from $39.2 million at October 2, 1993. This increase was primarily the result
of the company's sale of 3,500,000 common shares in November 1993. Cash
provided by operating activities was $49.7 million the first nine months of
1994. Capital expenditures were $110.4 million and related primarily to the
construction of additional engineered lumber capacity.
The company's Board of Directors has approved a capacity expansion program which
includes construction of a plant near Hazard, Kentucky, that will manufacture
TimberStrand[Registered Trademark] laminated strand lumber products.
Construction commenced in the fall of 1993 with an expected cost of just over
$100 million. In addition, the company's Board of Directors has approved
construction of a plant that will manufacture both Microllam[Trademark]
laminated veneer lumber and Parallam[Registered Trademark] parallel strand
lumber near Buchanan, West Virginia, at an expected cost of $85 million.
Construction commenced in the second quarter of 1994. Through September 1994,
the Company has spent $79.7 million on these projects, and expects to spend the
balance during the rest of 1994 and 1995. The Company is evaluating potential
sites for a third TimberStrand[Registered Trademark] laminated strand lumber
plant, or an additional combination LVL and PSL plant, but has not determined
whether or when to proceed with that plant.
During the second quarter of 1994, the company issued $43.5 million of
industrial revenue bonds to finance construction of the Hazard, Kentucky
TimberStrand[Registered Trademark] LSL plant. The bonds are due in a single
maturity in 2024 with interest payable semi-annually at 7%. Remaining proceeds
from this bond issue are recorded as unexpended bond funds.
MacMillan Bloedel's Board of Directors has authorized a $49 million capital
contribution to the Partnership in light of the capacity expansion program. Cash
contributions received through October 1, 1994 totaled $26.4 million. MacMillan
Bloedel has agreed to contribute its remaining $22.6 million capital
contribution by the end of 1994. However, there is no provision in the
Partnership Agreement, or in any other agreement requiring the partners to
contribute funds.
The Company believes that cash generated from operations, borrowings under a $75
million Revolving Credit Facility, net proceeds from the stock offering,
proceeds from the Kentucky industrial revenue bonds, and the $49 million
contribution authorized by MacMillan Bloedel will be sufficient to meet the
company's working capital needs and capital expansion program approved by the
Board of Directors. The Company also believes that additional or expanded lines
of credit or appropriate long-term capital can be obtained to fund capital
requirements as they arise, or to fund an acquisition.
<PAGE>
A substantial majority of the company's assets is held, and revenues generated,
by the Partnership. Distributions of cash by the Partnership to the Company
require the unanimous consent of the members of the Partnership's Management
Board, which includes members of both the Company and MacMillan Bloedel.
Accordingly, there can be no assurance that distributions by the Partnership
will be approved for the payment of dividends, to fund the Company's other
operations, or for other purposes.
Microllam[Trademark] is a trademark of Trus Joist MacMillan a Limited
Partnership, Boise, Idaho.
Parallam[Registered Trademark] and TimberStrand[Registered Trademark] are
registered trademarks of Trus Joist MacMillan a Limited Partnership, Boise,
Idaho.
<PAGE>
TJ INTERNATIONAL, INC.
PART II
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On October 27, 1994, the Company announced it has signed a non-binding
letter of intent to sell its Dashwood Industries window subsidiary to
Andersen Corporation of Bay Port, Minnesota. The Company is selling
the Canadian company separate of its recently formed Outlook Window
Partnership pursuant to a partnership agreement. The target closing
date for the transaction is December 31, 1994.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are filed with this report.
(b) A current report on Form 8-K, dated October 11, 1994, was filed
on October 26, 1994. Reported therein under Item 2.
ACQUISITION OR DISPOSITION OF ASSETS was information
relating to the formation of the Outlook Window Partnership
combining the Company's wholly owned subsidiaries, Norco
Windows, Inc, Dashwood Industries Limited, and
R. Laflamme &Frere, Inc. with SealRite Windows, Inc. and
Oldach Window Corp.
Under Item 7, FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS it was noted that the financial
statements required to be filed in connection with the formation
of the Partnership will be filed within sixty days as an
amendment on Form 8-K/A. Copies of the Partnership Formation
and Contribution Agreement, Partnership Agreement and Liquidity
Transaction Agreement were listed and filed as exhibits to the
Form 8-K.
<PAGE>
TJ INTERNATIONAL INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TJ INTERNATIONAL, INC.
/s/ Valerie A. Heusinkveld
---------------------------------------
Valerie A. Heusinkveld
Vice President, Finance & Chief
Financial Officer
Date: November 15, 1994
