<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
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 NUMBER)
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
TJ INTERNATIONAL, INC. KEY EMPLOYEES'
1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-------------------------
RICHARD B. DRURY
CORPORATE SECRETARY
TJ INTERNATIONAL, INC.
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
TELEPHONE (208) 364-3300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $1.00 PER SHARE 500,000 SHARES (2) $9.00 $9,500,000 $3,275.86
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) THIS REGISTRATION STATEMENT ALSO COVERS ANY ADDITIONAL SHARES THAT MAY
HEREAFTER BECOME ISSUABLE AS A RESULT OF THE ADJUSTMENT AND ANTI-DILUTION
PROVISIONS OF THE REGISTRANT'S STOCK OPTION PLAN.
(2) DETERMINED IN ACCORDANCE WITH RULE 457(H), THE REGISTRATION FEE CALCULATION
IS BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF THE REGISTRANT'S
COMMON STOCK REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY 24, 1996.
- --------------------------------------------------------------------------------
EXHIBIT INDEX ON PAGE 7
1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
(2) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Registrant's Annual 1995 Report
on Form 10-K, including without limitation, the Registrant's Quarterly
Report on Form 10-Q for the three months ended March 30, 1996.
(3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating
such description.
(4) All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that
deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock registered hereby has been passed upon by
Hawley Troxell Ennis & Hawley, Boise, Idaho, counsel to the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended Certificate of Incorporation ("Certificate") of the Company
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Delaware Corporation Law ("DGCL"),
or (iv) for any transaction from which the director derived any improper
personal benefit.
The Bylaws ("Bylaws") of the Company provide that to the full extent
permitted by law, the Company shall indemnify and advance expenses to any person
who is or was a director, officer, employee or fiduciary of the Company, or was
serving at the request of a director, officer, employee or fiduciary of the
Company, against liabilities which may be incurred by such person by reason of
(or arising in part from) such capacity.
Section 145 of the DGCL authorizes the indemnification of directors and
officers against liability incurred by reason of being a director or officer and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit or proceeding seeking to establish such liability, in the case of third-
party claims, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and in the case of actions by or in the right of the corporation,
if the officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation,
unless, despite the adjudication of liability, a court otherwise determines.
Indemnification also is authorized with respect to any criminal action or
proceeding where, in addition to the above, the officer or director has no
reasonable cause to believe that his conduct was unlawful.
2
<PAGE>
The above discussion of the Company's Certificate, Bylaws and Section 145
of the DGCL is only a summary and is qualified in its entirety by the full text
of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
-------------- -----------
3.01 Amended Certificate of Incorporation of the Company was
filed as an exhibit to the Company's Form 10-Q for the
quarter ended July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the Company's
Form 10-K for the fiscal year ended December 28, 1991,
and is incorporated herein by this reference.
4.01 TJ International, Inc. Key Employees' 1993 Stock Option
Plan was filed as an exhibit to the Company's Form 10-Q
for the fiscal quarter ended July 3, 1993, and is
incorporated herein by this reference.
5.01 Opinion of Hawley Troxell Ennis & Hawley
23.01 Consent of Hawley Troxell Ennis & Hawley (included in
Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(Signatures on following page)
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Boise, State of Idaho, on May 24, 1996.
TJ INTERNATIONAL, INC.
By: /s/ Thomas H. Denig
----------------------------------------
Thomas H. Denig
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- --------- ----
/s/ Thomas H. Denig President and Chief Executive May 24, 1996
- --------------------------- Officer (Principal Executive
Thomas H. Denig Officer and Director)
/s/ Valerie A. Heusinkveld Vice President, Finance and May 24, 1996
- --------------------------- Chief Financial Officer
Valerie A. Heusinkveld (Principal Financial and
Accounting Officer)
/s/ Harold E. Thomas * Chairman of the Board May 24, 1996
- ----------------------------
Harold E. Thomas
/s/ Robert B. Findlay * Director May 24, 1996
- ----------------------------
Robert B. Findlay
/s/ Robert V. Hansberger * Director May 24, 1996
- ----------------------------
Robert V. Hansberger
/s/ J.L. Scott * Director May 24, 1996
- ----------------------------
J. L. Scott
/s/ Arthur L. Troutner * Director May 24, 1996
- ----------------------------
Arthur L. Troutner
/s/ J. Robert Tullis * Director May 24, 1996
- ----------------------------
J. Robert Tullis
5
<PAGE>
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Steven C. Wheelwright * Director May 24, 1996
- ----------------------------
Steven C. Wheelwright
/s/ William J. White * Director May 24, 1996
- -----------------------------
William J. White
- ------------------------------------
* Thomas H. Denig, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named directors of TJ
International, Inc. on this 24th day of May, 1996, pursuant to powers of
attorney executed on behalf of each such director.
By: /s/ Thomas H. Denig
---------------------------
Thomas H. Denig
Attorney-in-fact
6
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
3.01 Amended Certificate of Incorporation of N/A
the Company was filed as an exhibit to the ----------
Company's Form 10-Q for the quarter ended
July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware N/A
corporation), was filed as an exhibit to the ----------
Company's Form 10-K for the fiscal year ended
December 28, 1991, and is incorporated herein
by this reference.
4.01 TJ International, Inc. Key Employees' 1993 N/A
Stock Option Plan was filed as an exhibit to ----------
the Company's Form 10-Q for the fiscal quarter
ended July 3, 1993, as is incorporated herein
by this reference
5.01 Opinion of Hawley Troxell Ennis & Hawley Document 2
----------
23.01 Consent of Hawley Troxell Ennis & Hawley Document 2
(included in Exhibit 5.01) ----------
23.02 Consent of Arthur Andersen LLP Document 3
----------
24.01 Powers of Attorney Document 4
----------
7
<PAGE>
May 28, 1996
TJ International, Inc.
200 E. Mallard Drive
Boise, Idaho 83706
Re: TJ INTERNATIONAL, INC. KEY EMPLOYEES' 1993 STOCK OPTION PLAN
FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
This office represents TJ International, Inc., a Delaware corporation (the
"Company"). This opinion is delivered in connection with the referenced Form
S-8 Registration Statement relating to the TJ International, Inc. Key Employees'
1993 Stock Option Plan (the "Plan"), and the proposed offering of up to 500,000
shares of the Company's Common Stock, $1.00 par value per share (hereinafter
referred to as the "Common Stock"). In connection therewith, we have examined
originals or copies of corporate records, certificates of public officials and
of officers of the Company and other instruments relating to the authorization
and issuance of such shares of Common Stock as we have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the Plan and the
proposed offer thereunder of up to 500,000 shares of Common Stock have been
duly authorized by the Board of Directors of the Company, and the shares, when
issued in accordance with the terms and conditions of the Plan, will be legally
issued, fully paid and nonassessable.
The opinions herein expressed are limited to the laws of the United States,
and the General Corporation Law of the State of Delaware, all as in effect on
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8.
Sincerely,
HAWLEY TROXELL ENNIS & HAWLEY
/s/ Hawley Troxell Ennis & Hawley
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 1996
included in the Company's Form 10-K for the year ended December 30, 1995 and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Boise, Idaho
May 29, 1996
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Robert A. Findlay, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14 day of
February, 1996.
Robert B. Findlay /s/
---------------------------------------------
STATE OF Idaho
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Robert B. Findlay, known to me
to be the person whose name is subscribed to the foregoing and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Thomas H. Denig, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
Thomas H. Denig /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Thomas H. Denig known to me to
be the person whose name is subscribed to the foregoing and acknowledged to me
that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Robert Hansberger, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of
February, 1996.
Robert Hansberger /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Robert V. Hansberger, known to
me to be the person whose name is subscribed to the foregoing and acknowledged
to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, J.L. Scott, have made, constituted
and appointed, and by these presents do make, constitute and appoint either the
Chairman of the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and stead, and for my
use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17 day of
February, 1996.
J.L. Scott /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared J.L. Scott, known to me
to be the person whose name is subscribed to the foregoing and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Harold E. Thomas have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
Harold E. Thomas /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Harold E. Thomas, known to me
to be the person whose name is subscribed to the foregoing and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Arthur L. Troutner have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
Arthur L. Troutner /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Arthur L. Troutner, known to
me to be the person whose name is subscribed to the foregoing and acknowledged
to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, J. Robert Tullis have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
J. Robert Tullis /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared J. Robert Tullis, known to me
to be the person whose name is subscribed to the foregoing and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Steven C. Wheelwright have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
Steven Wheelright /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared Steve C. Wheelright, known
to me to be the person whose name is subscribed to the foregoing and
acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, William J. White have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of
February, 1996.
William J. White /s/
---------------------------------------------
STATE OF IDAHO
County of Ada
On this 16th day of February, 1996, before me, the undersigned, a Notary
Public in and for said State, personally appeared William J. White, known to me
to be the person whose name is subscribed to the foregoing and acknowledged to
me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Patricia K. Stiburek /s/
---------------------------------------------
Notary Public for the State of Idaho
Residing at BOISE, Idaho
