<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
LEVERAGED STOCK PURCHASE 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 SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $1.00 PER SHARE 400,000 $21.375 $8,550,000 $2,948.28
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement relates to the registration of Four
Hundred Thousand (400,000) shares of $1.00 par value common stock ("Common
Stock") for issuance or delivery under the TJ International, Inc. Leveraged
Stock Purchase Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities
Act of 1933, this Registration Statement also relates to such indeterminate
number of additional shares of Common Stock as may be issuable to eliminate any
dilutive effect of any future stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
price per share is estimated to be $21.375, based upon the average high and low
prices for TJ International, Inc. Common Stock as reported on the NASDAQ
National Market on December 19, 1996.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required in Part I is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of form S-8.
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
September 28, 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.
None.
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
<PAGE>
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.
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. Leveraged Stock Purchase Plan.
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 or 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;
II-2
<PAGE>
(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.
(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)
II-3
<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 December 20, 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ---------- -------- ----
<S> <C> <C>
/s/ Thomas H. Denig President and Chief Executive Dec. 20, 1996
- --------------------------------- Officer (Principal Executive
Thomas H. Denig Officer and Director)
/s/ Valerie A. Heusinkveld Vice President, Finance and Dec. 20, 1996
- --------------------------------- Chief Financial Officer
Valerie A. Heusinkveld (Principal Financial and
Accounting Officer)
/s/ Harold E. Thomas * Chairman of the Board Dec. 20, 1996
- ---------------------------------
Harold E. Thomas
/s/ Robert B. Findlay * Director Dec. 20, 1996
- ---------------------------------
Robert B. Findlay
/s/ J. L. Scott * Director Dec. 20, 1996
- ---------------------------------
J. L. Scott
/s/ Jerre L. Stead * Director Dec. 20, 1996
- ---------------------------------
Jerre L. Stead
/s/ Arthur L. Troutner * Director Dec. 20, 1996
- ---------------------------------
Arthur L. Troutner
/s/ J. Robert Tullis * Director Dec. 20, 1996
- ---------------------------------
J. Robert Tullis
</TABLE>
III-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Steven C. Wheelwright * Director Dec. 20, 1996
- ---------------------------------
Steven C. Wheelwright
/s/ William J. White * Director Dec. 20, 1996
- ---------------------------------
William J. White
</TABLE>
* 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., pursuant to powers of attorney executed on behalf of each
such director.
By: /s/ Thomas H. Denig
-----------------------------
Thomas H. Denig
Attorney-in-fact
II-5
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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. Leveraged Stock Purchase Plan.
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
II-6
<PAGE>
EXHIBIT 4.01
TJ INTERNATIONAL, INC. LEVERAGED STOCK PURCHASE PLAN
<PAGE>
TJ INTERNATIONAL, INC.
LEVERAGED STOCK PURCHASE PLAN
ADOPTED DECEMBER 19, 1996
PREAMBLE. This document comprises the TJ International, Inc. Leveraged
Stock Purchase Plan (the "Plan"). Pursuant to the terms of the Plan set forth
below, eligible executives ("Executives") of TJ International, Inc. (the
"Company"), who elect to do so may purchase in the aggregate up to 400,000
shares of the Company's $1.00 par value common stock from the Company at the
prevailing market price at the time of purchase, with funds provided by the
Executive and, if applicable, through loans from the Company, all as described
herein.
1. PURPOSE. The Company is sponsoring this Plan to encourage significant
long term investment in and accumulation of shares of the Company's Common Stock
by Executives of the Company. The Plan offers a convenient way for Executives
to purchase additional shares of the Company's Common Stock.
2. DEFINITIONS.
As used in this Agreement the following terms shall have the meanings set
forth opposite each such term.
BOARD shall mean the Board of Directors of the Company.
CLOSING DATE shall mean the date designated in the Notice of Eligibility as
the date for closing of a purchase of shares under the Plan.
COMPANY shall mean TJ International, Inc., a Delaware corporation.
COMMITMENT DATE shall mean the date designated in the Notice of Eligibility
as the date on or before which a Participant must commit to purchase Shares
under the Plan.
COMMITTEE shall mean the Compensation Committee of the Board of Directors.
COMMON STOCK shall mean the Company's common stock, $1.00 par value per
share.
ELIGIBLE SHARES shall mean (i) shares of Common Stock held (whether in
certificated form or in street name) directly in sole ownership or in joint
ownership with a spouse, (ii) shares of Common Stock held (whether in
certificated form or in street name) indirectly in beneficial ownership or in
joint beneficial ownership with a spouse in a trust, family limited partnership
or similar estate planning vehicle, and (iii) shares of Common Stock held
indirectly in sole ownership or joint ownership with a
<PAGE>
spouse in the TJ International, Inc. Investment Plan or TJ International, Inc.
Retirement Wrap-around Plan.
EXECUTIVE shall mean an executive who has been designated by the Board as
eligible to participate in the Plan.
FAIR MARKET VALUE shall mean on any date the average of the high and low
prices of the publicly traded shares of the Common Stock on the composite tape
for the date of such valuation, as quoted in the WALL STREET JOURNAL or
successor generally recognized business journal or, if such business journal
does not list the published market quotation, then on the NASDAQ reporting
system or successor reporting system. If no trading occurs in the Common Stock
on the date of such valuation, fair market value shall mean the average of the
high and low sales prices on the immediately preceding trading day.
NOTICE OF ELIGIBILITY shall mean a notice of eligibility in the form of
Exhibit A hereto.
PLAN shall mean this Leveraged Stock Purchase Plan dated December 19, 1996,
pursuant to which the Company (i) establishes the Stock Ownership Guidelines,
(ii) issues and sells Shares of Common Stock to Participants from authorized but
unissued shares of the Company, and (iii) provides loans to Participants to
facilitate the purchase of such Common Stock.
PARTICIPANT shall mean an Executive who elects to participate in the Plan.
PURCHASE DATE shall mean the date designated in the Notice of Eligibility
as the date upon which the Fair Market Value of Shares to be purchased under the
Plan is determined.
PURCHASE PRICE shall mean the Fair Market Value on the Purchase Date.
STOCK OWNERSHIP GUIDELINE shall have the meaning described in Section 6.
3. STOCK RESERVED UNDER THE PLAN. A total of 400,000 shares of Common
Stock (the "Shares") are issuable under the Plan. The Company hereby reserves
such Shares for issuance from its authorized but unissued shares of Common
Stock. By action of the Board, the Company may increase the number of Shares
issuable under the Plan. The number of Shares issuable under the Plan shall be
adjusted for any stock splits or stock dividends on the Common Stock.
4. ADMINISTRATION.
(a) The Plan shall be administered by the Board, based on
recommendations by the Committee. Subject to the provisions of the Plan, the
Board is authorized in its sole discretion (i) to construe and interpret the
Plan; (ii) to define the terms used in the Plan; (iii) to prescribe, amend and
rescind rules and regulations related to the Plan; (iv) to designate those
Executives who may participate in the Plan; (v) to make all other determinations
necessary or advisable for the administration of the Plan; (vi) to exercise all
powers expressly granted to the Board by this Plan and all other powers
<PAGE>
deemed by the Board in its discretion to be necessary or desirable to accomplish
the intent and purposes of the Plan; and (vii) to amend or revise the terms of
the Plan. All determinations under and interpretations of the Plan by the Board
of Directors shall be binding and conclusive on all Participants in the Plan and
on their legal representatives and beneficiaries.
(b) Any action of the Board with respect to the Plan shall be taken
by a majority vote at a meeting of the Board or by written consent of a majority
of the Board without a meeting.
5. ELIGIBILITY AND ENROLLMENT. Those Executives designated by the Board
who are full-time executives of the Company and who participate in senior
management of the Company shall be eligible to participate in the Plan. The
Board shall make awards under the Plan from time to time by delivering a Notice
of Eligibility, in the form of Exhibit A hereto, to Executives. The Notice of
Eligibility shall contain the Commitment Date, the Purchase Date and the Closing
Date for any purchase of Shares under the Plan. In no event shall the Purchase
Date be prior to date of the Notice of Eligibility or prior to the Commitment
Date.
To enroll in the Plan, an Executive must sign the following documents and
deliver them to the Corporate Secretary at the principal office of the Company.
(a) the Statement of Election in the form of Exhibit B hereto, and
(b) if applicable
(i) Stock Purchase Agreement;
(ii) Loan Agreement and Promissory Note;
(iii) Such additional or different forms as may be required by law or
the Company from time to time.
The Statement of Election shall be delivered on or before the Commitment
Date. The Stock Purchase Agreement, Loan Agreement and Promissory Note, as
applicable, shall be delivered on the Closing Date.
6. STOCK OWNERSHIP GUIDELINE. Executives electing to participate in the
Plan ("Participants") will at all times observe a stock ownership guideline as
described herein (the "Guideline"). Each Participant will own a number of
Shares of Common Stock determined by the Board and contained in the Notice of
Eligibility. The Board may establish different Guidelines for different
Executives. The Board may change the Guidelines in its sole discretion from
time to time by notice to each eligible Executive. For purposes of determining
whether the Executive meets the Guideline, the Executive may calculate the
number of Eligible Shares at the time of receipt of any such notice.
<PAGE>
In consideration for a Participant's compliance with the Guideline, the
Participant will be eligible to receive grants of stock options under the
Company's Key Employees 1996 Stock Option Plan in each year in which the
Guideline is complied with.
7. STOCK PURCHASE AGREEMENT. To facilitate ownership of Common Stock,
the Company will sell to the Participant, at the election of the Participant,
the number of shares of Common Stock equal to the applicable Guideline, at the
Purchase Price. Participants in the Plan who elect to purchase shares under the
Plan will complete the Statement of Election and will sign the Stock Purchase
Agreement, in the form of Exhibit C to the Plan (the "Stock Purchase
Agreement"), and will deliver both the Statement of Election and the Stock
Purchase Agreement to the Corporate Secretary no later than the Purchase Date.
The Stock Purchase Agreement is an integral part of the Plan and is incorporated
herein by reference.
Pursuant to the Stock Purchase Agreement, participants agree to subscribe
for and purchase the number of Shares described in the Statement of Election at
the Purchase Price.
8. LOAN AGREEMENT AND PROMISSORY NOTE. To facilitate a Participant's
purchase of the shares, at the election of the Participant, the Company will
lend to the Participant a portion of the purchase price of the Shares purchased
under the Plan. Participants who elect to do so will sign the Loan Agreement,
in the form of Exhibit D to the Plan (the "Loan Agreement") and the Promissory
Note, in the form of Exhibit E to the Plan (the "Promissory Note") and will
deliver the Loan Agreement and the Promissory Note to the Corporate Secretary on
the Closing Date. The Loan Agreement and Promissory Note are integral parts of
the Plan and are incorporated herein by reference.
9. STOCK CERTIFICATES. Stock certificates for the Common Stock owned by
each Participant will be issued in his/her name.
10. NONTRANSFERABILITY. The right of any Executive to participate in the
Plan and the right to purchase Shares hereunder shall not be transferable.
11. SHAREHOLDER RIGHTS. Each Participant shall receive all materials
furnished by the Company for the benefit and information of its shareholders,
such as notice of the annual meeting of the stockholders, the Company's annual
report to stockholders, interim reports and proxy forms.
Each Participant shall have the full power and right to vote the Common
Stock purchased under the Plan, receive dividends and exercise all other rights
of ownership of the Common Stock.
Each Participant shall be the owner of all Shares purchased under the Plan
and, subject to any joint ownership with any other person, shall have full power
to hold or dispose of such Shares.
12. TERMINATION OF PARTICIPATION. A Participant may terminate
participation in the Plan at any time by submitting a written request to the
Board of Directors. Participation terminates automatically
<PAGE>
upon a participant's death, retirement, permanent and total disability, or
termination of employment for any reason.
13. EFFECTIVE DATE. The Plan shall become effective on the effective date
of the Registration Statement under the Securities Act of 1933 covering the
Shares to be sold under the Plan. A Participant may enroll prior to such date
with the effect that the purchase of Shares under the Plan shall be deemed to
occur not earlier than the effectiveness of such Registration Statement.
14. DURATION. The Plan shall continue in effect until 400,000 Shares have
been purchased by participants, unless the Plan is sooner terminated by the
Board, or unless the Board increases the number of shares of Common Stock
issuable under the Plan.
15. GOVERNMENTAL AND OTHER REGULATIONS. The Plan, the right of eligible
Executives to participate in the Plan and the right of Participants to purchase
shares of Common Stock hereunder shall be subject to all applicable federal,
state and foreign laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may, in the opinion of counsel for the
Company, be required.
16. NOT AN ERISA PLAN. The Plan is not a retirement plan and is therefore
not subject to the Employee Retirement Income Security Act of 1974.
17. NOT AN EMPLOYMENT CONTRACT. The Plan is an employee benefit program
and is not a contract of employment, express or implied, between the Company and
any Executive. Nothing contained herein creates or is intended to create an
express or implied contract of employment or a contract, covenant, promise or
representation that employment will continue for any specified period of time.
Unless otherwise specified by written contract authorized by the Board,
employment of Executives eligible to participate in the Plan is "at will" and
may be terminated at any time with or without cause or notice.
<PAGE>
EXHIBIT A
NOTICE OF ELIGIBILITY
TO: ____________________________
FROM: TJ International, Inc.
RE: Notice of Eligibility
DATE: December 20, 1996
TJ International, Inc. has designated you as eligible to participate in the
TJ International Leveraged Stock Purchase Plan (the "Plan"). Listed below is
your Guideline Amount. Your Commitment Date is set forth below in the event you
elect to purchase Shares under the Plan. Please return the attached Statement
of Election to participate in the Plan. IF YOU ELECT TO PURCHASE SHARES UNDER
THE PLAN, YOU MUST RETURN THE STATEMENT OF ELECTION AND STOCK PURCHASE AGREEMENT
BEFORE 5:00 P.M. ON THE "COMMITMENT DATE" SHOWN BELOW.
Your purchase price for the Shares you elect to purchase is the Fair Market
Value on the Purchase Date set forth below.
You will deliver the purchase price and receive your Shares on the Closing
Date.
Guideline Amount: _______________ Shares
Commitment Date: _______________, 199__
Purchase Date: _______________, 199__
Closing Date: _______________, 199__
<PAGE>
EXHIBIT B
STATEMENT OF ELECTION
To: Richard B. Drury, Corporate Secretary
FAX 208-364-3370
TJ International, Inc.
200 E. Mallard Drive
Boise, ID 83706
Part I. Eligible Shares
Owned directly ______________
Beneficial ownership ______________
Investment Plan ______________
Wraparound Plan ______________
Total: ______________ shares
Guideline Amount ______________ shares
Part II. Elections
Based upon the foregoing, I make the following elections:
1. Participate in the Plan and comply with the Guideline:
Yes No
2. Purchase Shares of Common Stock under the Plan:
Yes ______Shares No
3. Borrow funds from the Company under the Loan Agreement and Promissory
Note as described in the Plan:
Yes - Borrow maximum amount (The maximum that can be borrowed
is the purchase price of your
shares, less $1.00 per share.)
Yes - Borrow less than maximum amount
$_______ [insert amount requested]
No - Do not choose to borrow
4. I request a bonus draw to obtain an amount of cash that, net of tax,
will equal $1.00 per share of shares purchased:
Yes No
I hereby acknowledge receipt of a copy of the TJ International Leveraged Stock
Purchase Plan and agree to abide by the terms and conditions of the Plan. I
hereby accept as binding, conclusive and final all decisions or interpretations
of the Board of Directors upon any questions arising under the Plan.
Date: _______________ ____________________________________________
Signature
<PAGE>
EXHIBIT C TO PLAN
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this ______ day of ____________, 199__, between _______________, a natural
person currently residing at _____________________________, State of
____________ (the "Executive") and TJ INTERNATIONAL, INC., a Delaware
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has adopted a Long Term Stock Ownership Incentive
Program (the "Program") to be administered by the Board of Directors of the
Company (the "Board"); and
WHEREAS, the Board has notified the undersigned Executive (the
"Executive") that he/she is eligible to participate in the Program; and
WHEREAS, Executive desires to participate in the Program; and
WHEREAS, the Executive desires to purchase the Shares from the
Company, and the Company desires to sell the Shares to the Executive, in each
case upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement the following terms shall have the meanings
set forth opposite each such term.
BOARD shall mean the Board of Directors of the Company.
COMPANY shall mean TJ International, Inc., a Delaware corporation.
<PAGE>
COMMON STOCK shall mean the Company's common stock, $1.00 par value
per share.
EXECUTIVE shall mean the executive named above who is employed by the
Company in a senior management capacity and who has been designated by the Board
as eligible to participate in the program.
FAIR MARKET VALUE shall mean on any date the average of the high and
low prices of the publicly traded shares of the Common Stock on the composite
tape for the date of such valuation, as quoted in the WALL STREET JOURNAL or
successor generally recognized business journal or, if such business journal
does not list the published market quotation, then on the NASDAQ reporting
system or successor reporting system. If no trading occurs in the Common Stock
on the date of such valuation, fair market value shall mean the average of the
high and low sales prices on the immediately preceding trading day.
LOAN shall mean the loan to the Executive from the Company under a
Loan Agreement dated as of _____________, 199__.
PLAN shall mean the Company's Leveraged Stock Purchase Plan dated
December 19, 1996, pursuant to which the Company issues Shares of Common Stock
to and provides loans to certain designated executives to facilitate the
purchase of such Shares.
REGISTRATION STATEMENT means the Registration Statement referred to in
Section 3.1(c) hereof.
SHARES shall mean the shares of Common Stock purchased hereunder.
ARTICLE II
SALE AND PURCHASE
SECTION 2.1. AGREEMENT TO SELL AND TO PURCHASE. The Company agrees
to sell and the Executive agrees to purchase ____ shares of the Company's Common
Stock (the "Shares") at a purchase price equal to the Fair Market Values of the
Shares on ____________, 199__ [insert Purchase Date from Notice of Eligibility]
(the "Purchase Price"). On the Closing Date (as hereinafter defined) and upon
the terms and subject to the conditions set forth in this Agreement, the Company
shall sell, and the Executive shall purchase and accept the Shares from the
Company.
SECTION 2.2. CLOSING. The closing of such sale and purchase (the
"Closing") shall take place at 10:00 A.M. on _____________, 199__ [insert
Closing Date from Notice of Eligibility], or at such other time and date as the
parties hereto shall agree in writing (the "Closing Date"), at the offices of
the Company, or at such other place as the parties hereto shall agree in
writing. At the
<PAGE>
Closing, the Company shall deliver to the Executive stock certificates
representing the Shares. In full consideration and exchange for the Shares, the
Executive shall thereupon pay to the Company the Purchase Price in immediately
available funds.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE
SECTION 3.1. REPRESENTATIONS. The Executive hereby represents,
warrants and agrees as follows:
(a) This Agreement has been duly executed by the Executive and
constitutes the Executive's valid and binding obligation enforceable against the
Executive in accordance with its terms.
(b) The Executive is purchasing the Shares for either (i) cash or
(ii) cash in an amount equal to at least $1.00 per Share and the balance from
the proceeds of the Loan.
(c) Executive acknowledges that the Shares are being issued by the
Company pursuant to an S-8 Registration Statement filed under the Securities Act
of 1933 with respect to the Plan, and that such Registration Statement registers
the sale by the Company of the Shares to the Executive, but that certain
restrictions may apply to the Executive's resale of the Shares.
(d) The Executive acknowledges that the Registration Statement
incorporates by reference certain corporate and financial information about the
Company such as the Company's most recent annual report, quarterly reports and
proxy statement (the "Company Information") and that Executive either
(i) already has received the Company Information, or (ii) has had the
opportunity to obtain and review the Company Information.
(e) Executive acknowledges receipt of a copy of the Plan and all
Exhibits and certain summaries and descriptions of the terms and conditions of
the Plan.
SECTION 3.2. SURVIVAL. Each of the representations and warranties
set forth in this Article III shall be deemed represented and made by the
Executive at the Closing as if made at such time and shall survive the Closing
for a period terminating three years after the Closing Date.
<PAGE>
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 4.1 REPRESENTATIONS. The Company hereby represents, warrants
and agrees as follows:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own its properties and assets and to conduct
its business as now conducted.
(b) The Company has the corporate power to enter into this Agreement
and the Plan and to carry out its obligations hereunder. The execution and
delivery of this Agreement have been duly authorized by the Board and no other
corporate proceedings on the part of the Company are necessary to authorize such
execution, delivery and performance.
(c) The Company has the authorized capitalization as set forth in, or
incorporated by reference into, the Registration Statement, and all of the
issued shares of capital stock of the Company have been duly and validly
authorized and issued, are fully paid and nonassessable and conform to the
description of the Common Stock contained in the Registration Statement.
(d) The unissued shares to be issued and sold by the Company to the
Executive hereunder have been duly and validly authorized and, when issued and
delivered against payment therefor as provided herein, will be duly and validly
issued and fully paid and nonassessable and will conform to the description of
the Common Stock contained in the Registration Statement.
(e) The issue and sale of the Shares by the Company and the
compliance by the Company with all of the provisions of this Agreement will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company is a
party or by which the Company is bound.
(f) The Registration Statement conforms in all material respects to
the requirements of the Act and the rules and regulations of the Securities and
Exchange Commission thereunder and does not contain an untrue statement of a
material fact, or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.
SECTION 4.2. SURVIVAL. Each of the representations and warranties
set forth in this Article IV shall be deemed represented and made by the Company
at the Closing as if made at such time and shall survive the Closing for a
period terminating on the date three years after the Closing Date.
<PAGE>
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1. SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES.
This Agreement shall inure to the benefit of, and be binding upon, the parties
hereto and their respective successors and assigns; provided, however, that
neither party shall assign or delegate any of the obligations created under this
Agreement without the prior written consent of the other party. Nothing in this
Agreement shall confer upon any person or entity not a party to this Agreement,
or the legal representatives of such person or entity, any rights or remedies of
any nature or kind whatsoever under or by reason of this Agreement.
SECTION 5.2. FEES AND EXPENSES. Except as otherwise expressly
provided in this Agreement, all legal, accounting and other fees, costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such fees, costs or
expenses.
SECTION 5.3. ENTIRE AGREEMENT. This Agreement represents the entire
agreement and understanding of the parties with reference to the transactions
set forth herein and no representations or warranties have been made in
connection with this Agreement other than those expressly set forth herein.
SECTION 5.4. WAIVERS AND AMENDMENTS. This Agreement may be amended,
modified or supplemented only by a written instrument executed by the parties
hereto.
SECTION 5.5. SEVERABILITY. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.
SECTION 5.6. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
SECTION 5.7. GOVERNING LAW. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the State of Idaho
except that all matters relating to the validity of the issuance of the Shares
by the Company and the rights and obligations of the Company and the Purchaser
with respect to the Shares shall be governed by the General Corporation Law of
the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
TJ INTERNATIONAL, INC.
By:___________________________
COMPANY
___________________________
<PAGE>
EXHIBIT D TO PLAN
LOAN AGREEMENT
THIS LOAN AGREEMENT, made and entered into this ______ day of
____________, 1996, by and among TJ International, Inc., a corporation duly
organized and existing under the laws of the State of Delaware, with principal
offices in Boise, Idaho (hereinafter referred to as the "Company"); and
__________________________, an executive of the Company (hereinafter referred to
as the "Borrower");
W I T N E S S E T H:
WHEREAS, TJ International, Inc. (the "Company") has adopted a Long
Term Stock Ownership Incentive Program (the "Program") to be administered by the
Board of Directors of the Company (the "Board"); and
WHEREAS, the Board has notified the undersigned Executive (the
"Executive") that he/she is eligible to participate in the Program, the terms of
which allow the Executive to borrow money from the Company to apply toward the
purchase of shares of the Company's Common Stock; and
WHEREAS, Executive desires to participate in the Program; and
WHEREAS, Borrower desires to obtain a term loan as further described
below (the "Loan") to be used as financing for the purchase of shares of TJ
International, Inc. Common Stock; and
WHEREAS, the Borrower is willing and has agreed to execute all
documents necessary to evidence his/her obligations to the Company, including
but not limited to a promissory note evidencing the Loan (the "Note").
NOW, THEREFORE, in consideration of the promises and agreements herein
exchanged, the sufficiency and mutuality of which are jointly acknowledged, the
parties hereto do hereby agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
As used in this Agreement the following terms shall have the meanings
set forth opposite each such term.
APPLICABLE FEDERAL RATE means the rate of interest announced by the
United States Department of the Treasury. On ____________, 199__, the
Applicable Federal Rate was ___ percent (___%).
BOARD shall mean the Board of Directors of the Company.
BORROWER shall mean the executive named below who is employed by the
Company in a senior management capacity and who has been designated by the Board
as eligible to participate in the Plan.
CHANGE OF CONTROL shall mean (A) the execution of an agreement by the
Company or the shareholders of the Company to dispose of all or substantially
all of the assets or stock of the Company by means of a sale, reorganization,
liquidation, or otherwise; or (B) the announcement by any person or group
(within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934) of (i) the commencement of, or intent to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by the person or group of at least thirty percent (30%) of the Common
Stock then outstanding, or (ii) the acquisition of, or obtaining of the right to
acquire, beneficial ownership of at least twenty percent (20%) of the Common
Stock then outstanding.
CLOSING DATE shall have the meaning set forth in Section 3.1.
COMPANY shall mean TJ International, Inc., a Delaware corporation.
COMMON STOCK shall mean the Company's common stock, $1.00 par value
per share.
FAIR MARKET VALUE shall mean on any date the average of the high and
low prices of the publicly traded shares of the Common Stock on the composite
tape for the date of such valuation, as quoted in the WALL STREET JOURNAL or
successor generally recognized business journal or, if such business journal
does not list the published market quotation, then on the NASDAQ reporting
system or successor reporting system. If no trading occurs in the Common Stock
on the date of such valuation, fair market value shall mean the average of the
high and low sales prices on the immediately preceding trading day.
LOAN shall mean the Loan made under this Agreement.
<PAGE>
NOTE shall mean the Promissory Note in the form of Exhibit A hereto.
PERMANENT AND TOTAL DISABILITY shall have the meaning assigned to such
term in the Company's long term disability plan.
PERMITTED TRANSFEREE shall mean (A) the Company, corporations,
partnerships or other entities controlled by, controlling or under common
control with the Company (collectively, the "Company Affiliates") (the term
"control" being the same as that term is defined under the Securities Act of
1933), (B) any managing director, general partner, director, limited partner,
officer or employee of the Company (collectively, "Company Associates"), (C) the
heirs, executors, administrators, testamentary trustees, legatees or
beneficiaries of any Company Associate, (D) a trust, the beneficiaries of which,
or a corporation or partnership, the stockholders or general or limited partners
of which include a Company Associate, his spouse or his lineal descendants, to
whom the Company, any Company Affiliate or any Company Associate has transferred
securities of the Company, and (E) any person or entity, as pledgee, from whom
any Company Associate has borrowed funds to make its investment in securities of
the Company (or any refinancing thereof).
PLAN shall mean the Company's Leveraged Stock Purchase Plan dated
December 19, 1996, pursuant to which the Company provides for issuance of Common
Stock to certain designated executives.
SHARES means the Shares of Common Stock purchased and sold under the
Stock Purchase Agreement.
STOCK PURCHASE AGREEMENT shall mean the Stock Purchase Agreement dated
as of ____________, 199__, between the Company and the Executive pursuant to
which the Company will sell and the Executive will purchase the Shares.
TERMINATION FOR CAUSE OR FOR CAUSE means the Borrower has (i)
committed any act detrimental to the Company's interest, such as any form of
dishonesty, including theft; criminal or other conduct involving moral turpitude
connected with employment or that otherwise reflects adversely upon the
Company's reputation or operations; violation of any noncompetition agreement;
unauthorized disclosure of proprietary or confidential information; sabotage or
destruction of the Company's property or equipment; refusal to return property,
documents, or information belonging to or originating with the Company; willful
or intentional violation or disregard of Company policy; repeated performance or
conduct problems; refusal to follow supervisory directions or instructions;
unlawful harassment or discrimination; or similar acts or reasons; or (ii)
engaged in any type of conduct or behavior detrimental to the safe and efficient
operation, the orderly closure, elimination, sale, leasing, or subcontracting
out of the Associates job, operation or department, and/or its other business
interests.
<PAGE>
ARTICLE II
THE LOAN
Section 2.1 LOAN. Subject to the terms and conditions of this
Agreement, and for the consideration and purposes herein set forth, on the
Closing Date, the Company agrees to extend to the Borrower the Loan in the
amount of _______________________________ Dollars ($__________), as increased
under Sections 2.4 and 2.5 hereof.
Section 2.2 PROMISSORY NOTE. The Loan shall be evidenced by and
payable on the terms and conditions set forth in the Note, a copy of which is
attached as Exhibit A and incorporated herein by this reference.
Section 2.3 INTEREST RATE. The Note shall bear interest at a fixed
rate of interest equal to the Applicable Federal Rate in effect on ____________,
199__, which was percent ( %) per annum.
Section 2.4 PRINCIPAL AMOUNT. The principal amount of the Note shall
be as stated therein. The principal amount of the Note shall be increased by
all accrued and unpaid interest on the Note under Section 2.5.1.
Section 2.5 INTEREST.
2.5.1 Interest shall accrue on the Note from the date of the
Note until final payment of the Note. Interest accrued on the Note
from the date of the Note until December 31, 1999, shall not be
immediately payable, but interest accruing in each year until December
31, 1999, shall be added to the principal balance of the Note on
December 31 of each year and shall accrue interest like principal
following each such date.
2.5.2 Payments of interest shall be due annually beginning
on December 31, 2000, and on each December 31 thereafter. The
required interest payments shall include only interest accrued during
the year the payment is due.
Section 2.6 MANDATORY REPAYMENTS OF PRINCIPAL.
2.6.1 The principal amount of the Note shall be due on
December 31, 2006, unless sooner paid in accordance with this Section
2.6 or Section 2.7, or unless maturity of the Note is accelerated upon
an Event of Default.
<PAGE>
2.6.2 The principal amount of the Note shall be due in full at the
following times upon occurrence of the following events:
(a) The date that is two years after the date of the death,
retirement or Permanent and Total Disability of the Borrower;
(b) The date that is 185 days after the date Borrower shall have been
terminated by the Company for reasons other than For Cause;
(c) The date that is two years after the date that a Change of
Control shall have occurred.
(d) The date that is 30 days after the Borrower ceases to be employed
by the Company by reason of resignation or Termination For Cause.
2.6.3 The principal amount of the Note shall be due in part, on the
date that is 30 days after the Borrower shall sell any of the Shares in an
amount equal to the proceeds received on such sale less the amount of any
federal, state and local income taxes that will be payable at the
Borrower's highest applicable tax rates on any gain generated by the sale.
For these purposes, "gain" has the same meaning as in Section 1001 of the
Internal Revenue Code.
Section 2.7 OPTIONAL PREPAYMENTS. The Loan may be prepaid in whole
or in part at any time. Any partial prepayments shall be applied first to
accrued and unpaid interest, and then to principal.
Section 2.8 SECURITY. The Loan is unsecured.
Section 2.9 RECOURSE. The Loan is full recourse, and neither
collection nor enforcement of the Loan is limited to any particular assets of
Borrower.
Section 2.10 CHANGE IN CONTROL. Upon a Change in Control of the
Company, the balance owing on the Note shall be the lesser of (i) the Fair
Market Value of the Shares owned by the Borrower on the date of the Change in
Control less the amount of any federal, state and local income taxes that would
be payable at the Borrower's highest applicable tax rates on any gain that would
be generated if the Borrower sold the Shares on the date of the Change in
Control, and (ii) the balance otherwise owing on the Note on the date of the
Change in Control.
<PAGE>
ARTICLE III
CLOSING UNDER THIS AGREEMENT
Section 3.1 LOCATION; CLOSING DATE. The closing under this Agreement
shall take place at the offices of the Company on ____________, 199__, or such
other date as may be mutually agreed to, in writing, by the Company and the
Borrower.
Section 3.2 CLOSING. At the Closing the Borrower will execute the
Note and deliver the Note to the Company. Borrower directs that the proceeds of
the Loan shall be retained by the Company and recorded as the receipt by the
Company of a portion of the purchase price of the Shares under the Stock
Purchase Agreement.
ARTICLE IV
BORROWER'S REPRESENTATIONS AND WARRANTIES
To induce the Company to enter into and extend and advance funds to
Borrower pursuant to this Agreement, in addition to any other warranties set
forth herein, the Borrower hereby warrants and represents to the Company as
follows, acknowledging that the Company is relying on the truth and accuracy of
the following representations and warranties in entering into this Agreement
with the Borrower:
Section 4.1 VALIDITY. This Agreement has been duly executed by the
Executive and constitutes the Executive's valid and binding obligation
enforceable against the Executive in accordance with its terms.
Section 4.2 ADEQUATE RESOURCES. Borrower currently has, or on the
dates upon which payments are due under the Note reasonably expects to have,
adequate personal financial resources from which to repay the Loan. Borrower
believes that the Company can in good faith not rely on the Shares as a source
of repayment for the Loan.
ARTICLE V
DEFAULT; REMEDIES; WAIVER
Section 5.1 EVENTS OF DEFAULT. The following events shall constitute
Events of Default under this Agreement:
<PAGE>
5.1.1 FAILURE TO PAY. If the Borrower fails to pay any amount
of principal or interest as required herein and under any Loan Document, when
such amount becomes due, and such failure continues, in whole or in part, for
ten (10) days after the date such payment was due.
5.1.2 INSOLVENCY OR BANKRUPTCY. The Borrower becomes insolvent
or unable to pay his debts as such debts become due, or the Borrower files a
voluntary petition in bankruptcy or has an involuntary petition for bankruptcy
filed against him.
Section 5.2 REMEDIES. Upon the occurrence of any Event of Default
under Section 5.1 hereof, the Company shall have the following remedies:
5.2.1 INSOLVENCY OR BANKRUPTCY. If such event is an Event of
Default specified in Section 5.1.2 above, the Loan and all other amounts owing
under this Agreement and any Loan Document shall immediately become due and
payable.
5.2.2 OTHER DEFAULTS. If such default is any Event of Default
other than one specified in Section 5.1.2, the Company may, by ten (10) days'
prior written notice to the Borrower, declare the Loan and all other amounts
owing under this Agreement and all Loan Documents to be due and payable in full,
whereupon the same shall immediately become due and payable.
5.2.3 OTHER REMEDIES. The Company may effect any and all other
remedies granted to it under this Agreement.
5.2.4 REMEDIES NOT EXCLUSIVE. In addition to the foregoing
remedies, the Company shall have all the rights and remedies available to it
under applicable law.
Section 5.3 NONWAIVER. The failure of the Company, for any reason,
to declare a default, or to enforce or insist on the strict performance of the
covenants of this Agreement, or to seek any redress available to the Company
under this Agreement, shall not be deemed a waiver of such default or of strict
performance of any covenant, obligation or condition of this Agreement, nor
prevent a subsequent act by the Borrower from having all the force and effect of
any original default or breach.
ARTICLE VI
GENERAL PROVISIONS
Section 6.1 ASSIGNABILITY. The Borrower's rights under this
Agreement are not assignable.
Section 6.2 MODIFICATION. This Agreement may only be amended,
modified, or supplemented by written Agreement executed by the Company and the
Borrower.
<PAGE>
Section 6.3 NOTICES. Any notice or demand given under the terms of
this Agreement shall be deemed delivered when mailed via United States certified
mail, addressed to the other party, at the following address:
COMPANY:
Treasurer
TJ International, Inc.
200 E. Mallard Drive
Boise, ID 83706
BORROWER:
______________________
______________________
______________________
Alternatively, notice or demand given under the terms of this Agreement may be
given by hand delivery to the other party. If to Company, such delivery will be
effective when actually delivered to TJ International, Inc., 200 East Mallard
Drive, Boise, ID 83706; if to the Borrower, when delivered to the same address
as listed above for mailing to the Borrower.
Section 6.4 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
Section 6.5 ATTORNEY'S FEES. In the event any action or suit is
taken or instituted to enforce this Agreement or any Loan Document, the
prevailing party shall be entitled to receive from the defaulting party all
costs, expenses and fees, including reasonable attorney's fees, incurred by the
prevailing party in enforcing this Agreement or any Loan Document.
Section 6.6 TERMINATION. This Agreement shall be of no further force
and effect when the Loan and all obligations owed to the Company by the Borrower
in connection with this Agreement have been satisfied.
Section 6.7 SEVERABILITY. If any provision of this Agreement shall
be unenforceable or invalid to any extent, the remaining provisions of this
Agreement shall not be affected thereby and shall be valid and enforceable to
the fullest extent permitted by law.
Section 6.8 INCORPORATION OF EXHIBITS. All exhibits referred to in
this Agreement are incorporated by reference and made a part of the terms,
provisions and covenants of this Agreement.
<PAGE>
Section 6.9 GOVERNING LAW. This Agreement shall be governed by,
construed under, and enforced according to the laws of the State of Idaho except
that all matters relating to the validity of issuance of the shares by the
Company and the rights and obligations of the Company and the Borrower with
respect to the Shares shall be governed by the General Corporate Law of the
State of Delaware.
Section 6.10 CUMULATIVE REMEDIES. All the Company's rights and
remedies, whether evidenced under the terms of this Agreement or any other
document or instrument referred to herein are cumulative and are not intended to
exclude any other remedies or means of redress to which the Company may be
entitled by statute or otherwise.
IN WITNESS WHEREOF, the parties have executed this Loan Agreement on
the day and year first above written.
TJ INTERNATIONAL, INC.
By_______________________________
BORROWER
By_______________________________
<PAGE>
EXHIBIT E TO PLAN
EXHIBIT A TO LOAN AGREEMENT
PROMISSORY NOTE
$______________ ____________, 199__
(as increased below Boise, Idaho
in Paragraph 1) Due: December 31, 2006
For value received, the undersigned (the "Borrower"), promises to pay
to the order of TJ International, Inc. (the "Company"), at Boise, Idaho, the
principal sum of ___________________________________ Dollars ($__________), or
such greater sum as shall result from the operation of paragraph 1 below,
payable in lawful currency of the United States of America, with interest
thereon in like money, from and after ____________, 199__, until paid, at a
fixed rate of interest equal to ___ percent (___%) per annum. Principal and
interest are to be paid as follows:
1. Interest shall accrue on the Note from the date of the Note until
final payment of the Note. Interest accrued on the Note from the date of the
Note until December 31, 1999 shall not be immediately payable, but interest
accruing in each year until December 31, 1999 shall be added to the principal
balance of the Note on December 31 of each year, and shall accrue interest like
principal following such date.
2. Payments of interest shall be due annually beginning on December
31, 2000, and on each December 31 thereafter. The required interest payments
shall include only interest accrued during the year the payment is due.
3. The principal amount of the Note shall be due on December 31,
2006, unless sooner paid in accordance with this Section 4, 5 or 6, or unless
maturity of the Note is accelerated upon an Event of Default.
4. The principal amount of the Note shall be due in full at the
following times upon occurrence of the following events:
(a) The date that is two years after the date of the death,
retirement or permanent and total disability of the Borrower;
(b) The date that is 185 days after the date Borrower shall have
been terminated by the Company for reasons other than For Cause;
<PAGE>
(c) The date that is two years after the date that a Change of
Control shall have occurred.
(d) The date that is 30 days after the Borrower ceases to be
employed by the Company by reason of resignation or Termination
For Cause.
5. The principal amount of the Note shall be due in part, on the
date that is 30 days after the Borrower shall sell any of the Shares in an
amount equal to the proceeds received on such sale less the amount of any
federal, state and local income taxes that will be payable at the Borrower's
highest applicable tax rate on any gain generated by the sale. For these
purposes, "gain" has the same meaning as in Section 1001 of the Internal Revenue
Code.
6. If a Change in Control occurs, the principal balance of the Note
on the date of the Change in Control shall be the lesser of (i) the Fair Market
Value of the Shares owned by the Borrower on the date of the Change in Control
less the amount of any federal, state and local income taxes that would be
payable at the Borrower's highest applicable tax rates on any gain that would be
generated if the Borrower sold the Shares on the date of the Change in Control,
and (ii) the principal balance otherwise owing on the Note on the date of the
Change in Control.
7. The Loan may be prepaid in whole or in part at any time. Any
partial prepayments shall be applied first to accrued and unpaid interest, and
then to principal.
This Note may be prepaid in whole or in part at any time or from time
to time without payment of premium or penalty but with payment of interest
accrued to the date of prepayment.
This Note is issued to evidence the obligation of the Borrower to the
Company under the Loan Agreement dated as of ____________, 199__ (the "Loan
Agreement") to repay the Loan made by the Company to the Borrower pursuant to
the Loan Agreement. Certain terms used as defined terms in this Note are
defined in the Loan Agreement. Reference is also made to the Loan Agreement for
the nature and extent of the security for the Note, the representations and
covenants of the Borrower, and a statement of the rights and obligations of the
Company and the Borrower.
If an Event of Default, as defined in the Loan Agreement, shall occur,
all amounts payable under this Note may be declared due and payable immediately
by the holder of this Note. If placed with an attorney for collection, or if
suit be instituted upon this Note, the Borrower agrees to pay to said holder, in
addition to all collection costs, reasonable attorneys' fees.
Borrower hereby waives presentment for payment, demand, protest and
notice of protest of nonpayment of this Note. No course of dealing between
Borrower and the Company shall operate as a waiver to any right of the Company
and no delay on the part of the Company in exercising any right hereunder shall
so operate.
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in
its name and on its behalf as of the effective date first above written.
"BORROWER"
___________________________________
EXECUTIVE
<PAGE>
EXHIBIT 5.01
OPINION OF HAWLEY TROXELL ENNIS & HAWLEY
<PAGE>
Hawley Troxell Ennis & Hawley
Attorneys and Counselors
First Interstate Center
877 Main Street, Suite 1000
Post Office Box 1617
Boise, Idaho 83701-1617
(208) 344-6000
December 20, 1996
TJ International, Inc.
200 E. Mallard Drive
Boise, Idaho 83706
Re: TJ INTERNATIONAL, INC. LEVERAGED STOCK PURCHASE 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. Leveraged
Stock Purchase Plan (the "Plan"), and the proposed offering of up to 400,000
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 400,000 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>
EXHIBIT 23.02
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
ARTHUR ANDERSON LLP
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
/s/ Arthur Andersen LLP
Boise, Idaho
December 20, 1996
<PAGE>
EXHIBIT 24.01
POWERS OF ATTORNEY
<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 14th day of
February, 1996.
/s/ Harold E. Thomas
-----------------------------
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Robert B. 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 14th day of
February, 1996.
/s/ Robert B. Findlay
-----------------------------
<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 14th day of
February, 1996.
/s/ J. L. Scott
-----------------------------
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Jerre L. Stead, 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 10th day of
December, 1996.
/s/ Jerre L. Stead
-----------------------------
<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 14th day of
February, 1996.
/s/ Arthur L. Troutner
-----------------------------
<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 14th day of
February, 1996.
/s/ J. Robert Tullis
-----------------------------
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Steve 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 14th day of
February, 1996.
/s/ Steven C. Wheelwright
-----------------------------
<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 14th day of
February, 1996.
/s/ William J. White
-----------------------------
