<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
TJ INTERNATIONAL, INC.
_________________________________________________________________
(Name of Registrant as Specified in Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
__________________________________________________
2) Aggregate number of securities to which transaction
applies:
__________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
__________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________
3) Filing Party:
_______________________________________________________
4) Date Filed:
_______________________________________________________
<PAGE>
TJ INTERNATIONAL, INC. LOGO
NOTICE OF 1998 ANNUAL MEETING AND
PROXY STATEMENT
<PAGE>
TJ INTERNATIONAL, INC. LOGO
P.O. Box 65
Boise, Idaho 83707
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 1998
To our Stockholders:
The 1998 annual meeting of stockholders of TJ International,
Inc. will be held in the Juniper Room of the Doubletree Riverside,
29th Street and Chinden Boulevard, Boise, Idaho, on Wednesday, May
27, 1998 at 10:30 a.m., local time. At the meeting, the
stockholders will act on the following matters:
(1) Election of two directors, each for a term of three years;
and
(2) Ratification of the appointment of Arthur Andersen LLP
as the Company's independent public accountants for fiscal 1998.
Stockholders of record at the close of business on March 30,
1998 are entitled to vote at the meeting or any postponement or
adjournment thereof.
YOU ARE INVITED TO ATTEND THE MEETING AND WE HOPE YOU WILL BE
ABLE TO JOIN US. During the meeting, management will review the
Company's recent performance. There also will be time for any
questions stockholders may have about the Company and its
operations. Also, management representatives will be available to
address other issues individual stockholders may have with respect
to the Company and its operations.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
Whether you plan to attend the annual meeting or not, please sign
and date the enclosed proxy card and return it promptly in the
enclosed self-addressed, postage-paid envelope, so that your shares
may be represented. By voting now, you will be certain that your
vote will be counted even if you are unable to attend. If you do
attend the meeting, you may vote either in person or by your proxy.
If you have any questions, please do not hesitate to contact
us.
RICHARD B. DRURY
Secretary and Treasurer
April 8, 1998
Boise, Idaho
<PAGE>
PROXY STATEMENT
OF
TJ INTERNATIONAL, INC
200 E. Mallard Drive
Boise, Idaho 83706
(208) 364-3300
(First Mailed On or About April 8, 1998)
The Board of Directors is soliciting proxies to be used at the
1998 annual meeting of stockholders of TJ International, Inc. to be
held on Wednesday, May 27, 1998, beginning at 10:30 a.m. local
time, at the Doubletree Riverside, 29th Street and Chinden
Boulevard, Boise, Idaho, and at any postponements or adjournments
thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the Company's annual meeting, stockholders will act upon
the matters outlined in the accompanying notice of meeting,
including the election of directors and ratification of the
Company's independent public accountants. In addition, the
Company's management will report on the recent performance of the
Company and respond to questions from stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the
record date, March 30, 1998, are entitled to receive notice of the
annual meeting and to vote the shares of common and preferred stock
that they held on that date at the annual meeting.
On March 30, 1998, 17,003,765 shares of common stock and
1,141,419 shares of ESOP convertible preferred stock were
outstanding. Each outstanding share entitles its holder to cast
one vote for each director to be elected and on each other matter
to be acted upon. Proxies received but marked as abstentions or
broker non-votes will be included in the calculation of the
number of shares considered to be present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card
and return it to the Company, it will be voted as you direct. You
can specify on your proxy card whether your shares should be voted
for both, one, or neither of the nominees for director. You can
also specify whether you approve, disapprove, or abstain from the
other proposal. If you attend the meeting, you may deliver your
completed proxy card in person.
IF YOU DO NOT SPECIFY ON YOUR PROXY CARD HOW YOU WANT TO VOTE
YOUR SHARES, WE WILL VOTE THEM "FOR" THE ELECTION OF BOTH NOMINEES
FOR DIRECTOR AS SET FORTH UNDER "ELECTION OF DIRECTORS" BELOW; AND
"FOR" RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
We do not know of any other matters to be presented or acted
upon at the meeting. If any other matter is presented at the
meeting on which a vote may properly be taken, the shares
represented by proxies will be voted in accordance with the
judgment of the person or persons voting the shares.
-1-
<PAGE>
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change
your vote at any time before the proxy is exercised in any of three
ways: (1) by submitting written notice of revocation to the
Secretary of the Company prior to or at the annual meeting; (2) by
submitting another proxy that is properly signed and later dated;
or (3) by voting in person at the meeting.
STOCK OWNERSHIP
HOW MUCH COMMON STOCK DO THE COMPANY'S LARGEST STOCKHOLDERS AS
WELL AS THE COMPANY'S DIRECTORS AND OFFICERS OWN?
The following table shows the stock ownership, as of March 30,
1998, for (1) each person or group known by the Company to
beneficially own more than 5% of the Company's common stock; (2)
each of the Company's directors; (3) the executive officers of the
Company named in the Executive Compensation Tables below; and, (4)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER ACQUIR- PERCENT
OF SHARES ABLE OF CLASS
NAME AND ADDRESS BENEFI- WITHIN OUTSTAND-
OF BENEFICIAL CIALLY 60 DAYS ING (4)
OWNER OWNED (2) (3)
- ------------------- -------------------- ------------ -------------
BENEFICIAL OWNERS OF MORE THAN 5%
<S> <C> <C> <C>
Trimark Financial
Corporation (1) 1,710,000 - 10.0%
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario, Canada M5X 1E5
DIRECTORS AND NOMINEES
Thomas H. Denig 40,135 39,040 *
Robert B. Findlay 6,667 2,000 *
Joyce A. Godwin 3,425 2,000 *
J.L. Scott 16,967 2,000 *
Jerre L. Stead 2,667 2,000 *
Harold E.
Thomas(6) 679,049 8,333 4.0%
Arthur L.
Troutner (6) 737,209 2,000 4.3%
Steven C.
Wheelwright 12,467 2,000 *
William J. White 3,000 2,000 *
OTHER NAMED EXECUTIVES
Robert J. Dingman 14,320 25,253 *
Randy W. Goruk 18,109 24,293 *
Valerie A.
Heusinkveld 11,089 17,813 *
Patrick D. Smith 10,823 17,073 *
All directors and
executive officers 3,288,392 179,085 20.2%
as a group (17 persons) (5)
<FN>
* Less than 1% of class.
(1) The beneficial ownership information for Trimark Financial
Corporation ("TFC") is taken from a Securities and Exchange
Commission Schedule 13G report, Amendment No. 2, dated February 11,
1998. Certain TFC mutual funds, which are trusts organized under
the laws of Ontario, Canada, are owners of record of 1,690,000
shares of the Company's common stock. Robert C. Krembil, a Canadian
citizen, and Chairman and stockholder of TFC is also an owner
of record of 20,000 shares of the securities covered by the report.
Trimark Investment Management, Inc. ("TIMI"), a corporation
incorporated under the laws of Canada, is the manager and trustee
of the mutual funds. TIMI is qualified to act as an investment
advisor and manager of the mutual funds in the province of Ontario
pursuant to the registration under the Securities Act (Ontario).
TFC is a corporation incorporated under the laws of Ontario,
Canada. It owns 100% of the voting equity securities of TIMI.
Consequently, TFC may be deemed to be the beneficial owner of such
securities.
(2) The number of shares shown includes shares that are
individually or jointly owned, as well as shares over which the
individual has either sole or shared investment or voting
authority. Certain of the Company's directors and executive
officers disclaim beneficial ownership of some of the shares
included in the table, as follows:
(a) Mr. Thomas - 119,736 shares held in a non-profit private
foundation established for charitable, religious, or educational
purposes, and 100,056 shares held in trust. The table does not
include 202,018 shares owned by several
-2-
<PAGE>
Thomas family trusts for the benefit of Mr. Thomas' grandchildren
because the trust agreements do not permit Mr. Thomas to exercise
voting or investment power; and Mr. Thomas disclaims beneficial
ownership of such shares. By virtue of their relationship, however,
Mr. Thomas may influence the exercise of those powers by Mr. J.
Robert Tullis, former member of the Board of Directors and Trustee
of the trusts;
(b) Mr. Troutner - 737,209 shares owned beneficially and of
record by Katherine Troutner; Mr. Troutner has a contractual right
to vote these shares until their sale of other disposition by
Katherine Troutner;
(3) Reflects the number of shares that could be purchased by
exercise of options available at March 30, 1998 or within 60 days
thereafter under the Company's stock option plans.
(4) Based on the number of shares outstanding at March 30, 1998.
(5) The amount beneficially owned by all directors and executive
officers as a group includes 1,698,413 shares held by the Trustee
for the Company's U.S. retirement plans. All of the Company's
executive officers participate in these plans; and certain of the
Company's employees administer these plans.
(6) In May 1983, the stockholders approved a stock purchase and
resale agreement between the Company and four of the Company's
stockholders ("Stockholders"), consisting of Harold E. Thomas and
his wife Phyllis S. Thomas, Arthur L. Troutner, and Katherine
Troutner, Mr. Troutners former wife. The agreement provides that
upon the death of a Stockholder, the Company is required to
purchase (or arrange for someone else to purchase) one-half of the
total number of shares of the Company's stock owned by such
Stockholder at the date of death. In addition, the Company has the
option to purchase (or arrange for someone else to purchase) all
or any part of the remaining shares of stock owned by such
Stockholder. The agreement also provides that during the lifetime
of the Stockholders, the Company has the right of first refusal
with respect to voluntary or involuntary transfers of stock owned
by any of the Stockholders, with certain exceptions. Any purchase
price is based on average trading prices on the NASDAQ National
Market for specified periods of time prior to the purchase.
</FN>
</TABLE>
WHAT IS THE ESOP CONVERTIBLE PREFERRED STOCK?
In September 1990, the Company issued 1,269,842 shares of
$1.00 par value ESOP convertible preferred stock at $11.825 per
share (liquidation preference) to the employee stock ownership plan
("ESOP"). Each share of the preferred stock is convertible into the
Company's common stock at the higher of the liquidation preference
or the fair market value of the underlying common stock. The
preferred stock has voting rights equal to one vote per share and
is entitled to preferential dividends of $1.065 per share each
year. The preferred stock is redeemable by the Company in certain
situations. As of March 30, 1998, 1,141,419 shares of the preferred
stock, representing 100% of the class, were held by the Trustee for
the ESOP. All of the Company's executive officers participate in
the ESOP; and certain of the Company's employees administer the
ESOP.
ITEM 1 - ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The Board of Directors, under the Company's Certificate of
Incorporation, is divided into three classes, having three-year
terms that expire in successive years. The Board of Directors
proposes that the nominees described below, both of whom are
currently serving as directors, be re-elected for a new term of
three years and until their successors are duly elected and
qualified. Mr. Arthur L. Troutner, one of the co-founders of the
Company and a member of the Board since 1960, is retiring at the
end of his current term which expires at the May 1998 annual
meeting, having reached mandatory retirement age. Mr. Robert B.
Findlay, a director whose term expires at the 1999 annual meeting,
has given the Company notice that he intends to resign after the
Company's 1998 annual meeting. The Company is not going to replace
Mr. Troutner or Mr. Findlay at this time.
Each of the nominees has consented to serve a three-year term.
If either of them should become unavailable to serve as a director
due to unforeseen circumstances (such as death, disability, or any
other unforeseen circumstances), the Board will designate a
substitute nominee. In that case, the persons named as proxies
will vote for the substitute nominee designated by the Board.
-3-
<PAGE>
NOMINEES FOR TERMS EXPIRING AT THE 2001 ANNUAL MEETING
THOMAS H. DENIG (1)
Director since 1995
Mr. Denig, 51, is the PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF TJ INTERNATIONAL, INC. in
Boise, Idaho, since January 1995. He is also
President and Chief Executive Officer of Trus
Joist MacMillan A Limited Partnership, a joint
venture between TJ International, Inc. and
MacMillan Bloedel of America, since September
1991. He was President of Trus Joist
Corporation, 1990 to 1991; and its Vice
President, Eastern Operations, and Western
Division Manager from 1974 to 1990. He was a
Lieutenant in the U.S Marine Corp prior to
1974, and is a graduate of Valpariso
University. He is also a director on the Trus
Joist MacMillan Management Board.
STEVEN C. WHEELWRIGHT (2) (4)
Director since 1980
Mr. Wheelwright, 54, is the SENIOR ASSOCIATE
DEAN, CHAIR OF THE MBA PROGRAM, GRADUATE
SCHOOL OF BUSINESS, HARVARD UNIVERSITY in
Boston, Massachusetts, since October 1995. He
is also the Class of 1949 Professor of
Management, Graduate School of Business,
Harvard University, since September 1988. He
was formerly the Kleiner, Perkins, Caufield
and Byers Professor of Management, Graduate
School of Business, Stanford University in
Stanford, California from 1983 to 1988; and a
visiting professor, Harvard Business School
from 1985 to 1986. Previously, he was a
faculty member of Stanford Graduate School of
Business and Harvard Graduate School of
Business. He is the author and co-author of
numerous cases, articles, and books in the
areas of product development manufacturing
strategy, operations management, and
forecasting. He is a graduate of the
University of Utah, and has an MBA and Ph.D
from the Graduate School of Business, Stanford
University. He is currently a director of
Quantum Corp., Franklin-Covey Corporation, and
Heartport Corporation.
CONTINUING DIRECTORS
ELECTED AT THE 1996 ANNUAL MEETING FOR TERMS
EXPIRING AT THE 1999 ANNUAL MEETING
ROBERT B. FINDLAY (1) (3) (4)
Director since 1991
Mr. Findlay, 64, is the retired PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF MACMILLAN BLOEDEL
LIMITED, Vancouver, British Columbia, a
position he held from December 1990 until he
retired effective October 1997. He was Senior
Vice President for MacMillan Bloedel's world
marketing group from April 1989 to December
1990; and Senior Vice President for MacMillan
Bloedels Alberni Region from 1982 to 1989. He
is a graduate of McGill University. He is also
serving as a director of Methanex Corporation
and is on the Advisory Board of Simons
International. Mr. Findlay has informed the
Company that he intends to resign from the
Board after the 1998 annual meeting.
JERRE L. STEAD (2) (4)
Director since 1996 also from 1988 to 1991
Mr. Stead, 55, is the CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF INGRAM MICRO in Santa
Ana, California, since 1996. He was formerly
the Chairman and Chief Executive Officer of
Legent Corporation in Herndon, Virginia during
1995. From 1991 to 1994, he was Executive Vice
President of AT&T, and Chairman and Chief
Executive Officer of AT&T Global Information
Solutions. During 1987 to 1991, he held the
positions of Chairman and Chief Executive
Officer and, President and Chief Operating
Officer of Square D Company. Prior to that,
he was a senior executive with Honeywell, Inc.
He is a graduate of University of Iowa and
Harvard Advanced Management Program. He is a
director of Ingram Micro, API, Armstrong World
Ind., and TBG Holdings NV.
-4-
<PAGE>
CONTINUING DIRECTORS
ELECTED AT THE 1997 ANNUAL MEETING FOR TERMS
EXPIRING AT THE 2000 ANNUAL MEETING
JOYCE A. GODWIN (3)
Director since 1997
Ms. Godwin, 54, retired in December 1993 as the VICE
PRESIDENT AND SECRETARY OF PRESBYTERIAN HEALTHCARE
SERVICES in Albuquerque, New Mexico, a position she had
held since 1979. She was also Chairman and President of
Southwest Business Ventures, Inc., a holding company for
Presbyterian Healthcare Services for-profit ventures from
1986 until 1989. She is a graduate of Florida State
University, and has a M.A. from George Washington
University. She is also a director of Public Service
Company of New Mexico.
J. L. SCOTT (1) (3)
Director since 1980
Mr. Scott, 68, is the FORMER PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF AMERICAN STORES
CO., in Salt Lake City, Utah, (supermarkets,
drug stores and combination food and drug
stores), a position he held from June 1990 to
September 1992. Prior to that, he served in
various senior executive positions with
American Stores Co. and American Superstores,
Inc. from 1987 to June 1990; as Chairman and
Chief Executive Officer of J.L. Scott
Enterprises, Inc., from 1980 to 1987; as
Chairman and Chief Executive Officer of the
Great Atlantic and Pacific Tea Company, Inc.
from 1975 to 1980; and prior to 1975, as Vice
Chairman and Chief Executive Officer of
Albertson's Inc. He is a graduate of Albertson
College of Idaho, and is currently also a
director of American Stores Co.
HAROLD E. THOMAS (1)
Director since 1960
Mr. Thomas, 71, is CO-FOUNDER AND CHAIRMAN OF
THE BOARD OF TJ INTERNATIONAL, INC., Boise,
Idaho since 1960. He has also served as
President of the Company from 1960 to 1971;
and, as Chief Executive Officer from 1971 to
1975 and again from 1979 to 1986. He is a
graduate of the University of Idaho.
WILLIAM J. WHITE (1) (2)
Director since 1994
Mr. White, 59, is a PROFESSOR AT NORTHWESTERN
UNIVERSITY, Evanston, Illinois, since the
beginning of 1998. He is the former Chairman
and Chief Executive Officer of Bell & Howell
Company from February 1990 to December 1997.
He also previously served as Chairman and
President of Whitestar Graphics, Inc. in 1989;
as Executive Vice President and Director of
USG Corporation as well as President and Chief
Executive Officer of its largest subsidiary,
United States Gypsum from 1984 to 1989; and,
as President and Chief Operating Officer of
Masonite Corporation from 1981 to 1984 (when
it was acquired by USG Corporation). He is a
graduate of Northwestern University and
Harvard Business School, and is currently also
a director of Bell & Howell Company, IVEX
Packaging Corporation, Readers Digest
Association, and Chicago Stock Exchange.
(1) Member of the Executive Committee.
(2) Member of the Executive Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Nominating and Corporate Governance Committee.
-5-
<PAGE>
HOW ARE DIRECTORS COMPENSATED?
CASH COMPENSATION. During fiscal 1997, each director who was
not an officer received fees of $3,600 per year, with each
Committee Chairman receiving an additional $3,600 per year. Both of
these fees were paid in semi-annual installments of $1,800 each.
Each director also received $2,000 for each Board meeting attended
in person; $500 for each committee meeting attended in person on
the same day as a Board meeting; and $1,000 for each committee
meeting attended in person on a day other than the day of a Board
meeting. Fees for any Board or committee meeting attended via
telephone call are one-half the regular fees. Directors who
are also officers of the Company, Messrs. Denig and Thomas, receive
no additional compensation for service as directors.
STOCK COMPENSATION. At the 1997 annual meeting, the
stockholders approved a stock plan containing both non-statutory
stock option provisions and stock award provisions for
nonemployee directors. This new plan replaced the previous
restricted stock plan, which had been approved by the stockholders
in 1993. The purpose of the new plan is to encourage ownership in
the Company by outside directors, to more closely align the
financial incentives of non-employee directors with the Company's
performance and stockholders return on investment, and to provide
further incentive to outside directors to remain as directors of
the Company.
Under this plan, in 1997 each non-employee director received
options to purchase 4,000 shares of the Company's common stock. In
future years, each non-employee director will receive options to
purchase 2,000 shares. The Board decided to grant options for more
shares in 1997 because a portion of the restricted stock awarded to
outside directors under the previous plan was canceled when the new
plan was approved. The exercise price of the options granted in
1997 is $23.75 per share, which was the fair market value of the
Company's common stock on the date the options were granted. These
options will become exercisable in three installments: (1) options
for 2,000 shares beginning one year after the date of grant, (2)
options for 1,333 additional shares beginning two years after the
date of grant, and (3) options for the remaining 667 shares
beginning three years after the date of grant. Options granted in
future years will be exercisable in three equal installments
beginning one year after date of grant. The options can be
exercised, in whole or in part, at any time after the right to
exercise has accrued. All options expire, if unexercised, ten
years from date of grant.
In addition to the stock options, non-employee directors first
elected to the Board in 1997 or later years are awarded 2,000
shares of restricted stock upon election to the Board. The
directors cannot take delivery of these shares, and the shares
cannot be sold or pledged for three years from the date the stock
is awarded. The shares will also be forfeited by any director who
ceases to be a non-employee director during the three-year period.
These restrictions lapse and the stock becomes non-forfeitable with
respect to one-third of the shares of the restricted stock after
each succeeding year of the directors service on the Board. Each
director has the right, starting on the date of grant, to receive
dividends and to vote the shares of common stock.
Non-employee directors who retire from service on the Board
after completing at least one full term on the Board will be
awarded 1,000 shares of stock upon retirement if they served on
the Board for more than four but less than nine years, or 2,500
shares upon retirement if they have served on the Board for nine or
more years.
HOW OFTEN DID THE BOARD MEET DURING FISCAL 1997?
The Board of Directors met four times during fiscal 1997. Each
director attended more than 75% of the total number of meetings of
the Board and Committees on which he or she served with the
exception of Mr. Troutner, who is retiring from the Board at the
end of his current term which expires with the May 1998 annual
meeting.
WHAT WERE THE BOARD COMMITTEES IN 1997?
The Board has standing Executive, Executive Compensation,
Audit, and Nominating and Corporate Governance Committees.
EXECUTIVE COMMITTEE. This Committee consists of any number of
members, to include the Chairman and President, so designated by
the full Board as specified in the Company's Bylaws. Currently,
there are five members, three non-management directors and the
two management
-6-
<PAGE>
directors. The Committee meets whenever needed throughout the year
at the request of management or at the direction of the Board. It
exercises virtually all the powers of the Board in the management
and direction of the business affairs of the Company that require
immediate action. Any action taken by this Committee is reported to
the full Board at its next regular meeting. This Committee did not
meet in 1997. The current members of the Committee are: Thomas H.
Denig, Robert B. Findlay, J. L. Scott, Harold E. Thomas
(chairperson), and William J. White.
EXECUTIVE COMPENSATION COMMITTEE. This Committee consists of
three of the non-management directors. It is charged with reviewing
the Company's general compensation strategy; establishing salaries
and reviewing benefit programs for the Chief Executive Officer,
those persons who report directly to him, and other key employees;
and reviewing, approving, recommending and administering the
Company's incentive compensation and stock option plans. The
Committee is also responsible for keeping abreast of compensation
programs in similar businesses in order to make sure that the
Company is competitive in the recruitment and retention of top
quality employees. The Committee met three times in 1997. The
current members of the Committee are Jerre L. Stead, Steven C.
Wheelwright, and William J. White (chairperson).
AUDIT COMMITTEE. This Committee currently consists of three of
the nonmanagement directors. Its functions are to recommend the
appointment of independent public accountants; review the
arrangements for and scope of the audit by independent public
accountants; review the independence of the independent public
accountants; consider the adequacy of the system of internal
accounting controls and review any proposed corrective actions;
review and monitor the Company's policies relating to ethics and
conflicts of interests; discuss with management and the independent
public accountants the Company's draft annual financial statements
and key accounting and/or reporting matters; and review the
activities and recommendations of the Company's internal audit
department. The Company's outside auditors and various top
executives of the Company are generally asked by the Committee
Chairman to attend the meetings as appropriate to answer questions
posed by the Committee. The Committee met twice in 1997. The
current members of the Committee are: Robert B. Findlay, Joyce A.
Godwin, and J. L. Scott (chairperson).
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. This Committee
consists of three of the non-management directors. It meets as
needed to review, advise, and make recommendations to the full
Board regarding nominees to fill vacancies on the Board, and
as to the general structure, responsibilities, and functions of the
Board and its committees. The Committee will consider nominees
recommended by stockholders to fill vacancies on the Board.
Nominations by stockholders must be in writing, submitted on a
timely basis, and directed to the Secretary of the Company.
Nominations for consideration at the 1999 annual stockholder's
meeting must be received by the Company no later than December 31,
1998. The Committee met three times in 1997. The current members of
the Committee are: Robert B. Findlay (chairperson), Jerre L.
Stead, and Steven C. Wheelwright.
During 1997, there were no Executive Compensation Committee
interlocks or other comparable relationships requiring disclosure
under applicable rules of the Securities and Exchange Commission.
COMPENSATION OF EXECUTIVE OFFICERS
The following sections of the Proxy Statement set forth
information concerning the compensation paid or granted during the
last three years to the Company's five most highly compensated
executive officers at the end of 1997.
-7-
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
WHO IS ON THE EXECUTIVE COMPENSATION COMMITTEE, AND HOW DOES IT
FUNCTION?
The Executive Compensation Committee of the Board of Directors
consists of three nonmanagement directors. It meets regularly,
usually in February and again in May of each year, to evaluate the
performance of senior managers and makes recommendations to the
full Board concerning the promotion, continued tenure, and
compensation of all officers of the Company and such officers of
Trus Joist MacMillan a Limited Partnership ("TJM") who report
directly to the chief executive officer of the Company. (The
Company is the 51% owner and managing partner of TJM.) These
officers include the five most highly compensated executive
officers of the Company and TJM (the "Named Executives").
WHAT IS THE COMPANY'S PHILOSOPHY OF EXECUTIVE COMPENSATION?
The Company's compensation program for executives consists of
three key elements:
o base salary,
o performance-based annual incentive compensation, and
o periodic grants of stock options according to the Long Term
Incentive Program.
The Committee believes that this three-part approach best
serves the interests of the Company and its stockholders. It
enables the Company to meet the requirements of the highly
competitive environment in which the Company operates while
ensuring that executive officers are compensated in a way that
advances both the short- and long-term interests of stockholders.
The objective of the overall policy is to attract and retain the
best possible executive talent, to motivate these executives to
achieve the goals inherent in the Company's business strategy, to
link executive and stockholder interests through providing
incentives to managers toward maximizing long-term growth in
earnings, to encourage executives to become significant owners of
the Company's stock, and to provide each officer with an
appropriate and competitive compensation package. The compensation
package is intended to recognize individual effort and contribution
as well as the overall results of the business.
The Committee, the full Board, and management have adopted as
a general philosophy that base salary for the officer group of the
Company, including the Named Executives, should be targeted at or
slightly above the midpoint (the 50th percentile) of the relevant
market. Building materials companies and general industry companies
(excluding financial and service companies) with revenues under one
billion dollars have been chosen as the comparator group for
the relevant market in assessing competitive pay for the
individuals position and skill. A significant portion of an
individuals pay should be "at risk." Therefore, performance-based
annual incentive compensation should make up a significant portion
of total compensation, be based on annual performance that builds
toward an increase in stockholder value, and be targeted at the
67th to 75th percentile for superior performance. However, the 1996
and 1997 incentive compensation programs targeted the midpoint of
the relevant market. The Committee intends to evaluate targeting
the incentive compensation program for 1998 and future years closer
to the targeted range for superior performance.
The stock option program is the primary long-term incentive
compensation vehicle for both the Named Executives and other key
employees. It provides an incentive not only to remain with
the Company but also to perform in such a way as to increase the
value of the Company's common stock over the long-term, and relates
a significant portion of long-term remuneration directly to stock
appreciation realized by all of the Company's stockholders. In
other words, if the value of the Company's stock does not increase,
the stock options have no value. The retirement programs of the
Company are designed to be competitive with the comparator group.
-8-
<PAGE>
While each of these elements is also considered separately,
the Committee in its deliberations attempts to take into account
the total compensation package, including the Company's profit
sharing and ESOP plan, as well as insurance and other benefits in
addition to the more direct forms of compensation. The companies
considered for the comparator group used for compensation purposes
generally are not the same companies which comprise the published
industry index in the Performance Graph included in this proxy
statement. The Committee believes that the Company's most direct
competitors for executive talent are not necessarily all
of the companies that would be included in the published industry
index established for comparing stockholder returns.
BASE SALARY. Base salaries for the Company's executive
officers, as well as changes in such salaries, are based upon
recommendations by the Chief Executive Officer, taking into
account the factors identified below. Salary level recommendations
of the Named Executives are reviewed once each year by the
Committee, with any adjustments normally made effective June
1st of each year. The Committee may perform additional reviews of
salary levels for specific individuals during the year in
exceptional cases such as promotions and appointment and/or
evaluation of new officers. In making its recommendations to the
full Board, the Committee evaluates the complexity and potential
impact of operations under the Named Executives responsibility, the
salary levels and size of any adjustments being recommended for
other officers and for the non-officer employee group, any relevant
salary survey information, the profitability of the operations
managed by the officer and of the Company as a whole, and
the impact the specific individual has had on the profitability of
the Company. The Committee also considers non-financial performance
measures. These may include increases in market share, improvements
in customer satisfaction, manufacturing productivity gains, and
improvement in product quality. The Company periodically engages
professional salary consultants to evaluate the Company's executive
compensation programs compared with the comparator group. The
recommendations of the consultants are considered as relevant
background information by the Committee and management. No one of
the factors mentioned above is specifically more important than the
others, but rather they are considered in aggregate. On this
basis, the Named Executives received salary increases in 1997 as
reflected in the Summary Compensation table on page 13.
ANNUAL INCENTIVE COMPENSATION. Annual incentive compensation
programs are linked to annual business objectives and financial
targets for the Company, which are driven in part by economic and
industry circumstances. For the fiscal year ended January 3, 1998,
a formula approach to bonuses was taken with 100% of the bonus for
Named Executives based on the pre-tax return on capital employed
(PROCE). The PROCE percentage indicates how well the Company
performed in generating operating income given the capital employed
in the process. There was also a discretionary pool available which
amounted to a total of 15% of the aggregate targeted officer
incentive compensation based on year-end annualized salaries and
target percentages. This pool was used to compensate where the
formula incentive compensation did not appropriately reflect
individual performance.
For the fiscal year ended January 3, 1998, the Company's
improvement in PROCE met the guidelines for a payout. Additionally,
discretionary amounts were granted to certain of the Named
Executives based on an assessment as to individual performance. The
bonus amounts indicated for 1997 in the Summary Compensation table
on page 13 include both the formula awards and any discretionary
grant.
STOCK OPTIONS AND THE LONG TERM INCENTIVE PROGRAM. The
Committee believes that stock ownership by management and employees
is a major incentive in building stockholder value and aligning the
interest of employees with those of the stockholders. As a
result, options are granted to individuals much deeper in the
organization than is typical in the industry. Other equity
incentives, primarily in the form of discounted matching stock
purchase programs, are available to employees who do not
participate in the stock option program. Stock options are granted
pursuant to stock option plans approved by stockholders. Generally,
stock option grants are in the form of nonstatutory options.
-9-
<PAGE>
During the latter half of 1996, the Committee and management
developed a new Long Term Incentive Plan (the "LTIP") as a result
of a number of factors: The desire to increase focus on
stockholder value created by providing greater incentive
opportunities tied to achieving stockholder results; a desire to
provide a long-term incentive opportunity more in line with the
interests of stockholders in that gains accrue only to the extent
share price appreciates; a decision to eliminate incentive programs
that provide imbedded gains at grant regardless of the current
stock value; and, recent changes to other Company benefit programs
for all Company associates which also resulted in a competitive
retirement program going forward for managers.
The first core element of the LTIP is to encourage managers to
own a significant amount of Company stock. Minimum stock ownership
guidelines were implemented for senior managers, including the
Named Executives, to ensure that senior managers have a significant
personal financial stake in the future of the Company. Mr. Denig
has an ownership guideline of two times his base salary, while all
other participants have a guideline of one times base salary,
tentatively increasing to 2.5 and 1.5 times base salary,
respectively, at the end of 1999. The guideline amounts will be
reviewed regularly by the Committee to make sure they are set at
appropriate levels. If an eligible manager does not meet the
minimum ownership guideline, no additional long-term incentive
grants will be made until the guideline is achieved. As a
transition into the new program, eligible managers were given the
opportunity to buy the number of shares equal to their individual
ownership guideline amount from the Company at market price,
with a long-term, interest-bearing, 9-year, recourse loan from the
Company available to finance the purchase. Loans in the amounts
indicated on page 13 were provided to executive officers.
The second core element of the LTIP is annual grants of
nonstatutory options with an exercise price equal to the fair
market value of Company stock on the date of grant (FMV
options). The purpose in using FMV options is to reward
participants for contributions to the Company's long-term success,
measured primarily by increased stockholder value. Such options
encourage management to look for opportunities to increase the
value of the Company's common stock, which will benefit all
stockholders. The new FMV options are exercisable 33 1/3% after one
year, 66 2/3% after two years, and 100% after three years. Any
unexercised options expire 10 years after the date of grant.
At the program roll-out in December 1996, eligible managers
who were subject to and met the ownership guidelines received a
final, one-time grant of $1.00 per share discounted options
equal to one-half their ownership guideline and FMV options equal
to two and one-half times their ownership guideline. Because of
the December 1996 grants, the Committee did not grant any
additional options to senior managers in 1997. The Committee
anticipates granting additional options to senior managers, on an
annual basis, beginning in 1998. In the future, only FMV options
will be granted, except in rare circumstances, such as the hiring
of a new senior manager or to recognize extraordinary individual
performance. The ultimate value of these options depends on the
future growth and price of the Company's stock.
If the employee ceases to be employed by the Company, all
unexercised options, whether exercisable or not, are generally
forfeited. However, as a matter of policy and upon specific
Board action, if the termination is due to retirement at age
fifty-five or older, death or permanent or total disability, or is
involuntary but not for cause, the exercisability of options
outstanding at least three years on the date employment ceases can
be accelerated. The rate of acceleration is 100% of the eligible
unvested options if the termination is due to retirement
at age fifty-five or older. The rate is 3% for each year of service
for that employee in all other qualified terminations. In other
words, a 20-year employee terminating prior to age fifty-five
could have 60% of the otherwise unvested options which have been
outstanding at least three years become exercisable.
The Committee takes into account the number of options granted
in prior years to a particular individual, including the Named
Executives, and the current stock price, as well as the Company's
competitive compensation philosophy described earlier when
determining the size of current year option grants to that
individual.
-10-
<PAGE>
HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?
With respect to the base salary granted to Mr. Denig effective
June 1, 1997, the Committee took into account a comparison of the
base salaries of chief executive officers of the comparator
group, the profitability of the Company's engineered lumber
business, and the assessment by the Committee of Mr. Denig's
individual performance. No one of these factors was particularly
determinative as all the factors were considered. The Committee
concluded that a one-time unusually large increase for Mr. Denig
was appropriate in order to bring his base salary closer
to the midpoint of the relevant market, in accordance with the
Company's philosophy. As a result, Mr. Denig was granted a base
salary of $400,000 effective June 1, 1997, an increase of
33% over his base salary of $300,000 effective June 1, 1996. Even
with this increase, Mr. Denig's base salary remains slightly below
the midpoint of the relevant market. Mr. Denig's annual bonus for
1997 was based on the application of the PROCE formula mentioned
earlier. As a result, he was awarded a bonus equal to 71.34% of
his year-end salary or $285,340. As indicated earlier, no stock
options were granted to Mr. Denig or any of the other Named
Executives in 1997.
WHAT IS THE COMPANY'S SEVERANCE POLICY?
The Committee determines the terms and conditions of any
severance arrangements with its executive officers and key
management personnel on a case-by-case basis, taking into account
the officers tenure with the Company, his or her responsibilities
and duties, and contribution to the business and operations of the
Company.
WHAT WOULD HAPPEN IF THERE WAS A CHANGE OF CONTROL OF THE
COMPANY?
During 1997, the Committee and full Board determined that
appropriate steps should be taken so the Board could expect to
receive and rely on loyal service and high standards of duty
from executive officers and key employees regarding the best
interests of the Company and its stockholders in the event the
Company was involved in an extraordinary transaction involving
the possible sale or other disposition of all or a significant
portion of the Company. These types of extraordinary transactions
can be distracting and create significant personal uncertainties
and risks, and can disrupt the availability of continued service
from executives and key employees. As a result, the Company has
entered into change of control employment agreements with each of
the Named Executives, and with the other key employees included in
the LTIP.
The change of control employment agreements provide for
severance benefits only if both (1) a Change of Control (as defined
in the agreement) of the Company occurs, and (2) the executive's
employment is terminated under certain circumstances set forth in
the agreement. These agreements have three-year terms, which terms
extend for one year upon each anniversary unless a notice not to
extend is given by the Company. If a Change of Control occurs
during the term of an agreement, then the agreements become
operative for a fixed three-year period. The agreements provide
generally that the executive's terms and conditions of employment
(including position, location, compensation and benefits) will not
be adversely changed during the three-year period after a Change of
Control. If the Company terminates the executive's employment
(other than for cause, death or disability) or if the executive
terminates for good reason during the three-year period after a
Change of Control (or upon certain terminations prior to a Change
of Control or in connection with or in anticipation of a Change of
Control), the executive is generally entitled to receive the
following: (1) three times (a) the executive's annual base salary
plus (b) the executive's annual bonus (as determined in the
agreements), (2) unpaid deferred compensation and vacation pay, and
(3) welfare benefits for three years. If the executive terminates
employment for any reason during the 30-day period following the
first anniversary of the Change of Control, the executive is
generally entitled to receive the following: (1) two times (a) the
executive's annual base salary plus (b) the executive's annual
bonus (as determined in the agreements), (2) unpaid deferred
compensation and vacation pay, and (3) welfare benefits for two
years. In addition, in each case, the executive is entitled
to receive an additional payment, if any, in an amount sufficient
to make the executive whole for any excise tax on excess parachute
payments imposed under Section 4999 of the Internal Revenue Code of
1986, as amended.
-11-
<PAGE>
HOW IS THE COMPANY ADDRESSING INTERNAL REVENUE CODE LIMITS ON
DEDUCTIBILITY OF COMPENSATION?
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for compensation
over $1,000,000 paid for any fiscal year to the Named Executives,
unless the compensation is performance-based. The Committee has
carefully considered the impact of this tax code provision on the
Company's incentive plans, and believes that, due the current and
projected levels of compensation, the limits of Section 162(m) will
not apply to the compensation paid the Company's Named Executives
in 1997 or in the near future. However, if in the future the
limits of Section 162(m) do apply, the Committee expects to
consider the net cost to the Company in making all compensation
decisions.
CONCLUSION
Through the programs described above, a significant portion of
the Company's executive compensation is linked directly to
individual and corporate performance and stock price appreciation.
The Committee intends to continue the policy of linking executive
compensation to corporate performance and returns to stockholders,
recognizing that the cyclicality of the business may from time to
time result in compensation for its senior managers being above or
below its general target ranges during any one year.
William J. White, Chairman
Jerre L. Stead
Steven C. Wheelwright
PERFORMANCE GRAPH
The following graph provides a comparison of the five year
cumulative total return (assuming reinvestment of dividends) for
the Company, the Value Line Building Materials Industry Group, the
Standard and Poors 500 Index, and the Russell 2000 Index.
GRAPHIC OMITTED
-12-
<PAGE>
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION (3) COMPENSATION (4)
----------------------- -----------------------
NAME AND OPTIONS
PRINCIPAL GRANTED ALL OTHER
POSITION YEAR SALARY(1) BONUS (NUMBER) COMP (2)
- ------------- ------------------ ------ -------- ---------
<S> <C> <C> <C> <C> <C>
THOMAS H.
DENIG 1997 $359,686 $285,340 0 $47,696
President 1996 290,729 127,457 105,000 26,872
and CEO 1995 267,225 39,693 15,000 23,714
ROBERT J.
DINGMAN 1997 204,668 114,188 0 26,697
Senior Vice 1996 186,266 71,138 34,500 16,063
President, 1995 169,539 12,622 3,500 12,813
TJM
RANDY W. 1997 209,872 116,860 0 26,214
GORUK 1996 189,139 60,802 34,500 16,805
Senior Vice 1995 169,540 18,887 3,500 13,728
President TJM
VALERIE A.
HEUSINK- 1997 194,270 109,230 0 24,272
VELD Vice 1996 176,472 56,842 34,500 15,864
President 1995 161,286 19,891 3,500 12,113
Finance and
CFO
PATRICK D.
SMITH 1997 211,039 122,858 0 26,450
Senior Vice 1996 190,411 61,612 34,500 18,344
President, 1995 159,982 36,587 5,000 14,710
TJM
<FN>
(1) Includes compensation reduction amounts contributed by the
Company to the Profit Sharing Plan for the benefit of the named
executive and cash profit sharing distributions.
(2) Includes Company contributions to defined contribution
retirement plans, other than compensation reduction amounts
described in note (1). The amounts reported in each year in this
column represent the contributions that became vested during such
fiscal year without regard to the year in which the contributions
were made.
(3) Columns for "Other Annual Compensation", "Restricted Stock
Award(s)" and "LTIP Payouts" are excluded because the Company had
no such compensation items or amounts. The Company makes available
no special fringe benefits to its executive officers not made
available to all full-time employees other than stock options. The
Company, as a matter of philosophy, does not provide company cars,
subsidized travel, club memberships, or like perquisites to its
executive officer group.
(4) As described in the Report of the Executive Compensation
Committee included in this proxy statement beginning on page 8, as
part of the LTIP, the Board set stock ownership guidelines
for certain key employees, including the Named Executives. Each
participant was given the right to purchase shares of the Company's
common stock from the Company at the prevailing market
price at the time of the purchase. The Company agreed, at the
election of each participant, to lend a portion of the purchase
price of the shares purchased through full recourse, interest
bearing loans from the Company to the participant. In January 1997,
the Company made loans to the executive officers in the amounts
shown, which in each case is the largest amount outstanding since
December 31, 1995, and is the amount of principal, exclusive of
accruing but unpaid interest, outstanding on March 30, 1998: Thomas
H. Denig, $106,875; Robert J. Dingman, $213,750; Valerie A.
Heusinkveld, $213,750; Patrick D. Smith, $213,750; Floyd J.
Juday, $128,250; Jody B. Olson, $128,250; James H. Ware, $128,250;
and Richard B. Drury, $106,875. The loans mature in a lump sum on
December 31, 2005, and interest accrues at the rate of 6.01% per
annum, the "applicable federal rate" (the "AFR") for January 1997,
when the loans were made. Because the purchase price of the stock
was the prevailing market price, and the interest rate on the loans
was the AFR, the Company did not impute any income to the
participants from the loans.
</FN>
</TABLE>
-13-
<PAGE>
OPTION GRANTS DURING FISCAL 1997
As noted earlier in this proxy statement, there were no option
grants to the Named Executives during fiscal 1997. At the LTIP
program roll-out in December 1996, eligible managers who were
subject to and met the ownership guidelines received a final,
one-time grant of $1.00 per share discounted options equal to
one-half their ownership guideline and FMV options equal to two and
one-half times their ownership guideline. Because of the December
1996 grants, the Executive Compensation Committee did not grant any
additional options to senior managers in 1997. The Committee
anticipates granting additional options to senior managers and
other key employees, on an annual basis, beginning in 1998.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FISCAL 1997 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER VALUE OF
UNEXER- UNEXER-
CISED CISED
OPTIONS OPTIONS
SHARES AT YEAR AT YEAR
ACQUIRED VALUE END EXER- END EXER-
ON REALIZED CISABLE/ CISABLE/
NAME EXERCISE (1) UNEXER- UNEXER-
CISABLE CISABLE
- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
THOMAS H. 11,200 $281,400 37,400 $ 282,250
DENIG 119,000 1,772,775
ROBERT J. 240 5,400 21,213 331,809
DINGMAN 39,807 594,917
RANDY W. 0 0 19,053 235,839
GORUK 41,727 640,757
VALERIE 0 0 15,141 186,540
A. HEUSINKVELD 38,139 554,644
PATRICK 240 5,340 14,533 154,764
D. SMITH 35,607 494,192
<FN>
(1) Value realized is the market value on date of exercise less
exercise price. These amounts are subject to federal and state
income taxation.
(2) Value of unexercised options at year end represents market
value at year end less exercise price. It does not consider the
volatility of the underlying stock, the vesting schedule of the
options, or the risk of forfeiture.
</FN>
</TABLE>
ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of
Directors has reappointed Arthur Andersen LLP as independent public
accountants for the fiscal year ending January 2, 1999, and is
requesting ratification by the stockholders of this reappointment.
Arthur Andersen LLP has served as the Company's independent
public accountants since 1972, the year the Company first
registered with the Securities and Exchange Commission. Services
provided to the Company and its subsidiaries and partnership by
Arthur Andersen LLP in fiscal 1997 included the examination of the
Company's consolidated financial statements, limited reviews of
quarterly reports, services related to filings with the Securities
and Exchange Commission, examination of the annual financial
statements for the Company's employee deferred benefit plans, and
consultations on various tax and information service matters.
The Audit Committee of the Board of Directors has reviewed the
audit and non-audit professional services provided to the Company
by Arthur Andersen LLP, and has determined that the
-14-
<PAGE>
performance of the non-audit services has not and would not
adversely affect the audit independence of Arthur Andersen LLP.
In the event this proposal is defeated, the adverse vote will
be considered as a direction to the Board of Directors to select
other auditors for the next fiscal year. However, because of the
difficulty and expense of making any substitution of auditors after
the beginning of a fiscal year, it is contemplated that the
appointment for the 1998 fiscal year will be permitted to
stand unless the Board of Directors finds other reasons for making
a change.
Ratification of the appointment of Arthur Andersen LLP as
independent public accountants requires the affirmative vote of the
holders of a majority of the shares of the Company's common stock
present at the meeting, in person or by proxy, and entitled to
vote. In determining whether the proposal has received the required
number of YES votes, abstentions and broker non-votes will be
counted and will have the same effect as a vote against the
proposal.
Representatives of Arthur Andersen LLP will be present at the
annual meeting to respond to appropriate questions and to make a
statement is they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF ARTHUR
ANDERSEN LLP AS THE COMPANYS INDEPENDENT PUBLIC ACCOUNTANTS FOR
FISCAL 1998.
OTHER MATTERS
As of the date of this proxy statement, the Company knows of
no business that will be presented for consideration at the annual
meeting other than the items referred to above. In the event that
any other matter is properly brought before the meeting for action
by stockholders, proxies in the enclosed form returned to the
Company will be voted in accordance with the recommendation of the
Board of Directors or, in the absence of such a recommendation, in
accordance with the judgment of the proxy holder.
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETING. For
business to be properly brought before the 1999 annual meeting by
a stockholder, the stockholder must give proper notice to the
Company's Corporate Secretary no later than December 31, 1998 as
prescribed in Section 3.12 of the Company's Bylaws. Any proper
stockholder proposal made pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, to be included
in the Company's proxy statement for the 1999 annual meeting, must
be received by the Company's Corporate Secretary no later than
January 21, 1999.
PROXY SOLICITATION COSTS. The proxies being solicited hereby
are being solicited by the Company. The cost of soliciting proxies
in the accompanying form will be paid by the Company. The Company
has retained Beacon Hill to aid in the solicitation. For these
services, the Company will pay Beacon Hill a fee of $2,000 and
reimburse it for certain out-of-pocket disbursements and expenses.
The Company may pay brokers, nominees, fiduciaries and other
custodians their reasonable fees and expenses for sending proxy
materials to beneficial owners and obtaining their instructions. In
addition to solicitation by mail, proxies may be solicited in
person, or by telephone, facsimile transmission or other means of
electronic communication, by directors, officers, and other
employees of the Company.
By order of the Board of Directors,
Richard B. Drury
Corporate Secretary and Treasurer
April 8, 1998
-15-
<PAGE>
TJ INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 27, 1998
The undersigned hereby appoints HAROLD E. THOMAS and THOMAS H.
DENIG, and each of them, as Proxyholders, each with the power to
appoint his substitute and hereby authorizes them to represent and
to vote, as designated, all the shares of common stock of the
Company held of record by the undersigned on March 30, 1998, at the
annual meeting of stockholders to be held on May 27, 1998, or any
adjournment thereof.
For participants in the Company's retirement plans, this proxy card
will constitute voting instructions to the Trustee under the plans.
THESE INSTRUCTIONS WILL BE FOLLOWED AS DIRECTED, BUT IF NO
DIRECTION IS GIVEN, THE TRUSTEE IS INSTRUCTED TO VOTE FOR PROPOSALS
SET FORTH IN ITEMS 1 AND 2. SHARES HELD BY THE PLANS FOR WHICH NO
VOTING INSTRUCTIONS ARE RECEIVED BY THE TRUSTEE WILL BE VOTED IN
THE SAME PROPORTION AS VOTES ACTUALLY CAST BY PLAN PARTICIPANTS.
To follow the Board of Directors' recommendations, simply sign on
the reverse side; no box need be checked.
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.
(Please sign and date on the reverse side)
SEE REVERSE
SIDE
FOLD AND DETACH HERE
ANNUAL MEETING OF STOCKHOLDERS
T.J. INTERNATIONAL, INC. LOGO
Wednesday
May 27, 1998
10:30 a.m.
Juniper Room
Doubletree Riverside
29th Street and Chinden Boulevard
Boise, Idaho
WE INVITE YOU TO JOIN US.
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD AND
PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE
Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted FOR the election of the nominees
named herein and FOR Proposal 2.
The Board of Directors recommends a vote FOR all nominees and FOR
Proposal 2.
1. Election of Directors FOR WITHHELD
Nominees Term Expiring
Thomas H. Denig 2001
Steven C. 2001
Wheelwright
For, except vote withheld from the
following nominee(s):
- -------------------------------------
- -------------------------------------
2. Ratification of Arthur Andersen FOR AGAINST ABSTAIN
LLP as independent public
accountants.
3. In accordance with their discretion
upon such other matters as
may properly come before the meeting
and any adjournments thereof.
Discontinue Annual Report Mailing for this Account
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. The
undersigned acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement for the 1998 Annual Meeting of
Stockholders.
- --------------------------------------------------------
- --------------------------------------------------------
SIGNATURE (S) DATE
FOLD AND DETACH HERE
TJ INTERNATIONAL, INC. LOGO
ANNUAL MEETING OF STOCKHOLDERS
