<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 1999 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 26, 1999
To our Stockholders:
We will hold the 1999 annual meeting of stockholders of TJ
International, Inc. in the Juniper Room of the Doubletree
Riverside, 29th Street and Chinden Boulevard, Boise, Idaho, on
Wednesday, May 26, 1999 at 10:30 a.m., local time. The meeting's
purpose is to:
(1) Elect one director for a term of three years;
(2) Ratify the appointment of Arthur Andersen LLP as
independent auditors for fiscal 1999; and
(3) Consider any other matters which properly come before
the meeting.
Only stockholders of record at the close of business on
March 29, 1999 are entitled to receive notice of and to vote at
the meeting. Your proxy is being solicited by the Board of
Directors.
We have enclosed the 1998 Annual Report, including financial
statements, and the Proxy Statement with this Notice of Annual
Meeting.
YOU ARE INVITED TO ATTEND THE MEETING AND WE HOPE YOU WILL
BE ABLE TO JOIN US. During the meeting, management will review
our recent performance. Management representatives will be
available to address any questions you may have about our
Company, our operations, or other issues.
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. We have
enclosed a return envelope, which requires no postage if mailed
in the United States, for that purpose. 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 7, 1999
Boise, Idaho
PLEASE VOTE-YOUR VOTE IS IMPORTANT
<PAGE>
PROXY STATEMENT
OF
TJ INTERNATIONAL, INC.
200 E. Mallard Drive
Boise, Idaho 83706
(208) 364-3300
(First Mailed On or About April 7, 1999)
The Board of Directors is soliciting proxies to be used at
the 1999 annual meeting of stockholders of TJ International, Inc.
to be held on Wednesday, May 26, 1999, beginning at 10:30 a.m.
local time, at the Doubletree Riverside, 29th Street and Chinden
Boulevard, Boise, Idaho.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the meeting, you will vote on the matters outlined in the
accompanying notice of meeting. The purpose of the meeting is to
elect directors, ratify the appointment of independent auditors,
and consider any other matters which may properly come before
the meeting. In addition, management will report on our
recent performance and respond to questions from our
stockholders.
WHO IS ENTITLED TO VOTE?
If you were a stockholder at the close of business on March
29, 1999, you are entitled to receive notice of the meeting and
to vote the shares of common and preferred stock that you held on
that date. For each share you own, you may cast one vote for the
director to be elected and one vote on each other matter to be
voted on. You may not cumulate votes.
On March 29, 1999, we had 15,505,086 shares of our common
stock and 1,124,848 shares of our preferred stock outstanding.
Proxies received but marked as abstentions or broker non-votes
will be included in the calculation of the number of shares
present at the meeting.
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy
card and return it to us, we will vote as you direct. You may
specify on your proxy card whether your shares should be voted
for the nominee for director. You may 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 THE
NOMINEE FOR DIRECTOR AS DESCRIBED UNDER "ELECTION OF DIRECTORS",
AND "FOR" RATIFICATION OF ARTHUR ANDERSEN LLP AS OUR INDEPENDENT
AUDITORS.
We do not know of any other matters to be voted on at the
meeting. If any other business is properly presented at the
meeting, the persons appointed in the enclosed proxy have
discretionary authority to vote in accordance with
their best judgment.
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 it is voted at the meeting.
To revoke your proxy: (1) submit a signed revocation letter,
dated later than the proxy, to the Secretary of the Company
prior to or at the meeting; (2) submit another signed proxy,
dated later than the first one; or (3) attend the meeting and
vote in person or by proxy. If you attend the meeting, it will
not revoke your proxy unless you specifically do one of the three
things described above.
-1-
<PAGE>
STOCK OWNERSHIP
HOW MUCH COMMON STOCK DO THE LARGEST STOCKHOLDERS AS WELL AS
THE OFFICERS AND DIRECTORS OWN?
The following table shows the stock ownership, as of March
29, 1999, for (1) each person or group known by us to
beneficially own more than 5% of our common stock; (2) each of
the directors; (3) the executive officers named in the Executive
Compensation Tables below; and, (4) all of the directors and
executive officers as a group.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF
SHARES ACQUIRABLE PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY WITHIN 60 CLASS OUT-
BENEFICIAL OWNER OWNED (2) DAYS (3) STANDING (4)
- ------------------------------------------------------------------------------
BENEFICIAL OWNERS OF MORE THAN 5%
Trimark Financial Corporation (1) 1,710,000 -- 11.0%
One First Canadian Place
Suite 5600, P.O. Box 487
Toronto, Ontario, Canada M5X 1E5
DIRECTORS AND NOMINEES
Thomas H. Denig 49,877 75,346 **
Joyce A. Godwin 3,854 3,999 **
Richard L. King 2,200 -- **
J.L. Scott 16,967 3,999 **
Jerre L. Stead 2,667 3,999 **
Harold E. Thomas (2) (6) 548,549 16,666 3.5%
Steven C. Wheelwright 5,000 3,999 **
William J. White 5,000 3,999 **
OTHER NAMED EXECUTIVES
Robert J. Dingman 14,831 41,246 **
Randy W. Goruk 18,969 40,766 **
Valerie A. Heusinkveld 11,089 33,770 **
Patrick D. Smith 15,649 25,546 **
All directors and executive
officers as a group 2,569,097 314,568 18.6%
(16 persons) (5)
<FN>
(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 1, 1999. Certain TFC
mutual funds, which are trusts organized under the laws of Ontario, Canada,
are owners of record of 1,690,000 shares of TJ International, Inc. 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 TJ International, Inc.
common stock. 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 the
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. Harold E. Thomas disclaims beneficial
ownership of some of the shares included in the table, as follows: 94,236
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 192,000 shares owned by several Thomas family trusts
for the benefit of Mr. Thomas' grandchildren because the trust agreements do
not permit him to exercise voting or investment power; and he disclaims
beneficial ownership of these shares. Because of their relationship, however,
he may influence the exercise of those powers by Mr. J. Robert Tullis, former
member of the Board of Directors and Trustee of the trusts.
(3) Reflects the number of shares that could be purchased by exercise of
options available on March 29, 1999 or within 60 days thereafter under our
stock option plans.
(4) Based on the number of shares outstanding on March 29, 1999.
-2-
<PAGE>
(5) The amount beneficially owned by all directors and executive officers as
a group includes 1,837,958 shares held by the Trustee for our U.S.
retirement plans. All of the executive officers participate in these plans;
and certain of our employees administer these plans.
(6) In May 1983, our stockholders approved a stock purchase and resale
agreement between us and four of our stockholders ("Stockholders"), consisting
of Harold E. Thomas and his wife Phyllis S. Thomas, Arthur L. Troutner, and
Katherine Troutner, Mr. Troutner's former wife. The agreement provides that,
upon the death of a Stockholder, we are required to purchase (or arrange for
someone else to purchase) one-half of the total number of shares of our stock
owned by such Stockholder at the date of death. In addition, we have 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, we have 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 PREFERRED STOCK?
In September 1990, we issued 1,269,842 shares of $1.00 par
value preferred stock at $11.8125 per share to our employee
retirement plan. Each share of preferred stock has one vote and
receives a preferential dividend of $1.065 each year. We may
redeem the preferred stock under certain circumstances. When
any person receives a payout from the plan, we first convert each
share of this preferred stock into one share of our common stock.
If the current stock price is below $11.8125, the preferred
shares are valued at $11.8125 per share. We then have the choice
to pay the participant in common stock, cash, or any combination
of common stock and cash. As of March 29, 1999, 100% of the
preferred stock, or 1,124,848 shares, was held by the Trustee for
the retirement plan. All of our executive officers participate
in the plan; and certain of our employees administer the plan.
ITEM 1-ELECTION OF DIRECTORS
DIRECTORS STANDING FOR ELECTION
The directors are divided into three classes. At each
annual meeting, the term of one class expires. Directors in each
class serve three-year terms. Jerre L. Stead will conclude a
three-year term at this annual meeting and has chosen not to
stand for reelection. He will not be replaced at this time.
Richard L. King was appointed in August 1998 to serve on the
Board until this meeting. He has agreed to stand for election to
a three-year term. If he should become unavailable to serve as a
director due to 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.
BOARD NOMINEE
TERM EXPIRES AT THE 2002 ANNUAL MEETING
Richard L. King (3)
Director since August, 1998
Mr. King, 49, is the President and Chief Operating Officer
of Albertson's, Inc., Boise, Idaho, (supermarkets, drug stores
and combination food and drug stores) and has held that position
since 1996. He was formerly the Senior Vice President / Regional
Manager from 1995 to 1996, Group Vice President of Merchandising
in 1994, and Vice President, Colorado from 1991 to 1994, with
Albertson's. He has served in various management positions with
Albertson's at the division and store levels since 1982. He is a
graduate of Utah State University and the Stanford Executive
Program. He also is serving as a director of Albertson's, Inc.,
and is on the Advisors Council to the Idaho Supreme Court.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" MR. KING AS A DIRECTOR.
-3-
<PAGE>
CONTINUING DIRECTORS
ELECTED AT THE 1997 ANNUAL MEETING
TERMS EXPIRE AT THE 2000 ANNUAL MEETING
Joyce A. Godwin (3) (4)
Director since 1997
Ms. Godwin, 55, 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, 69, 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, 72, is Co-founder and Chairman of the Board of
TJ International, Inc., Boise, Idaho, and has been Chairman of
the Board since 1960. He 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, 60, is a professor at Northwestern University,
Evanston, Illinois, since the beginning of 1998. He was the
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, Reader's Digest Association,
Inc., and The Chicago Stock Exchange.
CONTINUING DIRECTORS
ELECTED AT THE 1998 ANNUAL MEETING
TERMS EXPIRE AT THE 2001 ANNUAL MEETING
Thomas H. Denig (1)
Director since 1995
Mr. Denig, 52, is the President and Chief Executive Officer
of TJ International, Inc., in
-4-
<PAGE>
Boise, Idaho, a position he has held 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; Vice President, Eastern Operations from 1985 to 1989;
and Western Division Manager from 1983 to 1985. He has been
employed by the Company in a variety of sales, marketing and
management roles since 1974. He was a Lieutenant in the U.S.
Marine Corps from 1968 to 1971 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, 55, 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
Edsel Bryant Ford Professor of Management, Graduate School of
Business, Harvard University, and has been at Harvard 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.
(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.
HOW ARE DIRECTORS COMPENSATED?
CASH COMPENSATION. During 1998, 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. We reimburse
directors for any related expenses. Directors who are also
officers of the Company, Messrs. Denig and Thomas, receive no
additional compensation for service as directors.
STOCK COMPENSATION. At our 1997 annual meeting, you
approved a stock plan containing both non-statutory stock option
provisions and stock award provisions for non-employee directors.
This new plan replaced the previous restricted stock plan, which
you had approved in 1993. The purpose of the new plan is to
encourage non-employee directors to own our stock, to more
closely align the financial incentives of non-employee directors
with our performance and your return on investment, and to
provide further incentive to outside directors to remain as
directors.
Non-employee directors receive options to purchase 3,000
shares each year of their term. The exercise price of the
options is the fair market value of our common stock on the grant
date. The options become exercisable in three equal annual
installments beginning one year after the grant date. The
options can be exercised, in whole or in part, at any time after
they become exercisable. All options expire, if not exercised,
ten years from the grant date.
In addition to the stock options, non-employee directors are
awarded 2,000 shares of restricted stock when first elected to
the Board. A director cannot take delivery of these shares, and
the shares cannot be sold or pledged for three years from the
date the stock is awarded. A director
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<PAGE>
vests in these shares (the shares become non-forfeitable) in
three equal annual
installments beginning one year after the award date. If a
director stops being a non-employee director before the end of
three years, the director forfeits any shares which are not yet
vested. A director has the right, starting on the award date, to
receive dividends and to vote the shares of common stock.
A non-employee director who retires from service on the
Board after completing at least one full term on the Board is
awarded 1,000 shares of stock upon retirement if the director
served on the Board for more than four but less than nine years.
If the director served on the Board for nine or more years,
the director is awarded 2,500 shares upon retirement.
HOW OFTEN DID THE BOARD MEET IN 1998?
The Board met four times during 1998. 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. Stead, who is resigning from the Board at the end of his
current term which expires with the May 1999 annual meeting.
WHAT WERE THE BOARD COMMITTEES IN 1998?
The Board has Executive, Executive Compensation, Audit, and
Nominating and Corporate Governance Committees.
EXECUTIVE COMMITTEE. This Committee exercises virtually all
the powers of the Board when the Board is not in session, as
permitted by law. It meets whenever needed at the request of
management or at the direction of the Board. Any action taken by
this Committee is reported to the full Board at its next regular
meeting. This Committee did not meet in 1998. Our Chairman and
President are required by our Bylaws to be on the Committee. The
current members are Thomas H. Denig, J. L. Scott, Harold E.
Thomas (chairperson), and William J. White.
EXECUTIVE COMPENSATION COMMITTEE. This Committee reviews
our general compensation strategy; establishes salaries and
reviews benefit programs for the Chief Executive Officer, those
persons who report directly to him, and other key employees; and
reviews, approves, recommends and administers our incentive
compensation and stock option plans. It also is responsible for
keeping abreast of compensation programs in similar businesses in
order to make sure that we are competitive in the recruitment and
retention of top quality employees. This Committee met twice in
1998. All members are non-employee directors. The current
members are Jerre L. Stead, Steven C. Wheelwright, and William J.
White (chairperson).
AUDIT COMMITTEE. This Committee recommends appointment of
the independent auditors and reviews their independence and the
arrangements for and scope of their audit. It considers the
adequacy of our system of internal accounting controls and
reviews any proposed corrective actions. It reviews and monitors
our policies relating to ethics and conflicts of interests. It
discusses with management and the independent auditors our draft
annual financial statements and key accounting and/or reporting
matters, and reviews the activities and recommendations of our
internal audit department. Our outside auditors and various top
executives are generally asked by the Committee Chairman to
attend the meetings as appropriate to answer questions posed by
the Committee. This Committee met three times in 1998. All
members are non-employee directors. The current members are
Joyce A. Godwin, Richard L. King, and J. L. Scott (chairperson).
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. This
Committee reviews, advises, and makes recommendations to the full
Board regarding nominees to fill vacancies on the Board as well
as the general structure, responsibilities, and functions of the
Board and its committees. It will consider nominations
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 2000 annual stockholders'
meeting must be received by us no later than December 31, 1999.
This Committee met twice in 1998. The current members are Joyce
A. Godwin, Jerre L. Stead, and Steven C. Wheelwright
(chairperson).
During 1998, there were no Executive Compensation Committee
interlocks or other comparable relationships requiring disclosure
under applicable rules of the Securities and Exchange Commission.
-6-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following sections of the Proxy Statement provide
information concerning the compensation we paid the Chief
Executive Officer and each of the four other most highly
compensated executive officers, based on salary and incentive
compensation for 1998, as of the end of 1998.
EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
(How the Company Determines Executive Compensation)
WHO IS ON THE EXECUTIVE COMPENSATION COMMITTEE, AND HOW DOES IT
FUNCTION?
Three directors who are not employed by the Company make up
the Executive Compensation Committee. Our Committee meets
regularly, usually in February and again in May each year, to
review the performance of senior managers. We recommend to the
full Board the promotion, continued service, and compensation of
all officers of TJ International, Inc. and the officers of Trus
Joist MacMillan a Limited Partnership ("TJM"). These officers
include the five most highly paid executive officers of the
Company and TJM. We call them the "Named Executives" in this
report because their pay is included in tables in this Proxy
Statement.
WHAT IS THE COMPANY'S PHILOSOPHY FOR EXECUTIVE COMPENSATION?
There are three main types of compensation:
* Base salary.
* Annual incentive compensation. Incentive compensation
is awarded only when a year's profits meet certain
levels required under the incentive compensation plan
for that year.
* Stock options. Options are granted according to the
Long Term Incentive Program. The value of these grants
depends on future increases in stock value.
We believe 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 it operates while ensuring that executive
officers are compensated in a way that advances both the
short-and long-term interests of stockholders. The policy aims
to:
* Link managers' goals with your interests as
stockholders.
* Support business plans and long-term Company goals.
* Tie executive compensation to Company performance.
* Encourage management to become significant owners of
the Company's stock.
* Attract and retain talented management.
We, 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.
The relevant market is general industry companies (excluding
financial and service companies) with revenues under one billion
dollars. A significant portion of an individual's 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. The 1996 and 1997
incentive compensation programs targeted the midpoint of the
relevant market. For 1998, we targeted the incentive
compensation program closer to the targeted range for superior
performance and intend to continue to do this in the future.
-7-
<PAGE>
The stock option program is the primary form of long-term
incentive compensation for both the Named Executives and other
key employees. It provides an incentive not only to remain with
the Company but also to make decisions which increase the value
of the Company's common stock over the long-term. It relates a
significant portion of long-term compensation directly to
increases in stock value. 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 meant to be
competitive with the relevant market.
While each of these elements also is reviewed separately, we
consider 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 relevant market used for
compensation purposes generally are not the same companies that
comprise the published industry indexes in the Performance Graphs
included in this proxy statement. We believe 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 indexes used to compare stockholder returns.
BASE SALARY. Base salaries for individual executive
officers are based upon recommendations by the Chief Executive
Officer, taking into account the following factors:
* Complexity and potential impact of operations managed
by the officer.
* Salary levels and size of any adjustments being
recommended for other officers and for the non-officer
employee group.
* Relevant salary survey information.
* Profitability of the operations managed by the officer
and of the Company as a whole.
* The impact the specific individual has had on the
profitability of the Company.
* Non-financial performance measures. These may include
increases in market share, improvements in customer
satisfaction, manufacturing productivity gains, and
improvement in product quality.
We review salary level recommendations of the Named
Executives once each year, with any adjustments normally made
effective June 1st of each year. We 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. We periodically hire professional
salary consultants to evaluate the Company's executive
compensation programs compared with the relevant market. We
consider the recommendations of the consultants to be relevant
background information. No single factor mentioned above is
specifically more important than the others, but rather, they are
considered in total. On this basis, the Named Executives
received salary increases in 1998 as reflected in the Summary
Compensation table on page 13.
ANNUAL INCENTIVE COMPENSATION. Annual incentive
compensation programs are linked to business objectives and
financial targets for the Company. For 1998, 100% of the bonuses
for Named Executives were 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
operating capital (excludes cash and marketable securities)
employed in the process. There was also a discretionary pool
available that amounted to a total of 15% of the aggregate
targeted officer incentive compensation based on year-end
annualized salaries and target percentages. This pool could be
used to compensate where the formula incentive compensation did
not appropriately reflect individual performance.
For 1998, the Company's PROCE met the guidelines for a
payout. Discretionary amounts were not granted to any of the
Named Executives. The bonus amounts indicated for 1998 in the
Summary Compensation table on page 13 represent the formula
awards.
STOCK OPTIONS AND THE LONG TERM INCENTIVE PROGRAM. We
believe that stock ownership by management and employees is a
major incentive in building stockholder value and aligning the
-8-
<PAGE>
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 from stock option plans approved by stockholders.
Generally, stock option grants are in the form of nonstatutory
options.
During the latter half of 1996, we helped management develop
a new Long Term Incentive Program (the "LTIP"). The primary
reason for the new program was to link managers' goals and a
significant portion of their compensation directly to your
interests as stockholders. There are two core elements of this
program:
* Stock ownership by managers. Senior managers,
including the Named Executives, are encouraged to own
at least a minimum amount of the Company's stock 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. These guideline amounts
increase to 2.5 for Mr. Denig and 1.5 for all other
participants at the end of 1999. We review the
guideline amounts regularly to make sure they are set
at appropriate levels. If an eligible manager does not
meet the minimum ownership guideline, no additional
stock options will be granted to that manager 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. Loans in the amounts
indicated on page 13 were provided to executive
officers.
* 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.
These 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.
When the LTIP was approved 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, we did not grant
any additional options to senior managers in 1997. In 1998, we
granted FMV options to senior managers in amounts consistent with
the LTIP and anticipate granting additional options to senior
managers on an annual basis. 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, the Board can accelerated the exercisability
of stock options which have been outstanding at least three years
at the time a manager stops being employed if the termination is
a result of retirement at age fifty-five or older, death or
permanent or total disability, or is involuntary but not for
cause. The rate of acceleration is 100% of the eligible unvested
options if the termination is a result of 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, the Board could allow a 20-year employee terminating prior
to age fifty-five to exercise 60% of the otherwise unvested
options that have been outstanding at least three years.
We consider 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 compensation
philosophy described earlier when determining the size of current
year option grants to that individual.
-9-
<PAGE>
HOW IS THE COMPANY'S CHIEF EXECUTIVE OFFICER COMPENSATED?
With respect to the base salary granted to Mr. Denig
effective June 1, 1998, we compared the base salaries of chief
executive officers of other appropriate companies, reviewed the
profitability of the Company's engineered lumber business, and
assessed Mr. Denig's individual performance. No single factor
was more important than the others. We concluded that an
increase for Mr. Denig was appropriate in order to bring his base
salary to the midpoint of the relevant market, in accordance with
the Company's philosophy. As a result, Mr. Denig was given a
base salary of $425,000 effective June 1, 1998, an increase of
6.25% over his base salary of $400,000 effective June 1, 1997.
Mr. Denig's annual bonus for 1998 was based on the application of
the PROCE formula mentioned earlier. As a result, he was awarded
a bonus equal to 51.5% of his year-end salary or $218,872. As
indicated earlier, FMV stock options were granted to Mr. Denig
and the other Named Executives in 1998 in amounts consistent with
the LTIP, with Mr. Denig receiving 35,000 options.
WHAT IS THE COMPANY'S SEVERANCE POLICY?
We determine the terms and conditions of any severance
arrangements with the Company's executive officers and key
management personnel on a case-by-case basis. We take into
account the officer's tenure with the Company and his or her
responsibilities, 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, we and the 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 generally is 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 generally is
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.
-10-
<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. We have carefully
considered the impact of this tax code provision on the Company's
incentive plans, and believe that, because of 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 1998 or in the near future. However, if the limits
of Section 162(m) do apply in the future, we expect 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. We intend to continue the policy of linking
executive compensation to corporate performance and returns to
stockholders. We know, however, 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.
Executive Compensation Committee
William J. White, Chairman
Jerre L. Stead
Steven C. Wheelwright
-11-
<PAGE>
PERFORMANCE GRAPHS
The following graph is 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 Poor's 500 Index, and the Russell 2000 Index.
This chart assumes $100 invested at the close of trading on the
last trading day of 1993.
[graphic omitted]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TJ INTERNATIONAL BUILDING S&P 500 RUSSELL 2000
MATERIALS INDEX
1993 $ 100.00 $ 100.00 $ 100.00 $ 100.00
1994 59.34 94.29 101.60 98.02
1995 62.59 123.15 139.71 125.89
1996 79.64 143.30 172.18 146.59
1997 85.59 172.84 229.65 179.13
1998 89.59 182.14 294.87 174.23
</TABLE>
The following graph is a comparison of the ten year
cumulative total return (assuming reinvestment of dividends) for
the Company, the Value Line Building Materials Industry Group,
the Standard and Poor's 500 Index, and the Russell 2000 Index.
This chart assumes $100 invested at the close of trading on the
last trading day of 1988.
[graphic omitted]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TJ INTERNATIONAL BUILDING S&P 500 RUSSELL 2000
MATERIALS INDEX
1988 $ 100.00 $ 100.00 $ 100.00 $ 100.00
1989 120.00 120.00 120.00 120.00
1990 94.98 106.03 116.20 94.98
1991 119.58 128.47 151.69 119.58
1992 116.60 135.14 163.51 116.60
1993 316.89 174.03 180.01 138.65
1994 188.04 164.09 182.89 135.91
1995 198.34 214.32 251.49 174.55
1996 252.37 249.38 309.94 203.25
1997 271.23 300.79 413.39 248.37
1998 283.90 316.97 530.79 241.57
</TABLE>
-12-
<PAGE>
EXECUTIVE COMPENSATION TABLES
<TABLE>
<CAPTION>
SUMMARY COMPENSATION
Annual Compensation (3)
-----------------------------------------
<S> <C> <C> <C>
Name and
Principal Position Year Salary (1) Bonus
- ------------------------------ ----- ------------ ------------
Thomas H. Denig 1998 $ 432,697 $ 218,875
President and CEO 1997 359,686 285,340
1996 290,729 127,457
Robert J. Dingman 1998 225,587 79,310
Senior Vice President, TJM 1997 204,668 114,188
1996 186,266 71,138
Randy W. Goruk 1998 232,060 81,776
Senior Vice President, TJM 1997 209,872 116,860
1996 189,139 60,802
Valerie A. Heusinkveld 1998 215,232 75,705
Vice President, Finance and 1997 194,270 109,230
Chief Finance Officer 1996 176,472 56,842
Patrick D. Smith 1998 234,210 82,540
Senior Vice President, TJM 1997 211,039 122,858
1996 190,411 61,612
Long Term
Compensation (4)
-----------------------------
Options
Name and Granted All Other
Principal Position (number) Comp (2)
- --------------------------- --------- ------------
Thomas H. Denig 35,000 65,837
President and CEO 0 47,696
105,000 26,872
Robert J. Dingman 12,000 31,150
Senior Vice President, TJM 0 26,697
34,500 16,063
Randy W. Goruk 12,000 31,989
Senior Vice President, TJM 0 26,214
34,500 16,805
Valerie A. Heusinkveld 12,000 29,766
Vice President, Finance and 0 24,272
Chief Finance Officer 34,500 15,864
Patrick D. Smith 12,000 32,736
Senior Vice President, TJM 0 26,450
34,500 18,344
<FN>
(1) Includes compensation reduction amounts that we contribute to the Profit
Sharing Plan for the benefit of the Named Executive and cash profit
sharing distributions.
(2) Includes contributions that we make 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)",
"Securities Underlying Options SARs", and "LTIP Payouts" are excluded
because we had no such compensation items or amounts. We make available
no special fringe benefits, other than stock options, to executive
officers that are not made available to all full-time employees. As a
matter of philosophy, we do not provide company cars, subsidized
travel, club memberships, or like perquisites to our executive officer
group.
(4) As described in the Executive Compensation Committee Report included in
this proxy statement beginning on page 7, 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 our common stock directly from us at the prevailing market
price at the time of the purchase. We 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 to the
participant. In January 1997, we made loans to the executive officers
in the amounts shown, which in each case is the largest amount
outstanding since December 31, 1996, and is the amount of principal,
exclusive of accruing but unpaid interest, outstanding on March 29,
1999: 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 each year at a variable rate equal to the
"applicable federal rate" (the "AFR") for January of that year. Because
the purchase price of the stock was the prevailing market price, and
the interest rate on the loans is the AFR, we do not impute any income
to the participants from the loans.
</FN>
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
OPTION GRANTS DURING 1998
Individual Grants
------------------------------------------
% of Total
Options Options Exercise
Name Granted (1) Granted Price (1)
- ------------------------------- ----------- ---------- ------------
Thomas H. Denig 35,000 11.4% $ 27.625
Robert J. Dingman 12,000 3.9% 27.625
Randy W. Goruk 12,000 3.9% 27.625
Valerie A. Heusinkveld 12,000 3.9% 27.625
Patrick D. Smith 12,000 3.9% 27.625
Executive Officers as a Group 108,000 35.3% 27.625
All Other Employees 198,000 64.7% 27.625
Expiration Grant Date
Name Date Value (2)
- ------------------------------- ---------- ----------
Thomas H. Denig 5-27-08 $ 447,300
Robert J. Dingman 5-27-08 153,360
Randy W. Goruk 5-27-08 153,360
Valerie A. Heusinkveld 5-27-08 153,360
Patrick D. Smith 5-27-08 153,360
Executive Officers as a Group 5-27-08 1,380,240
All Other Employees 5-27-08 2,530,440
<FN>
(1) The options vest 33 1/3% after one year, 66 2/3% after two years and
100% after three years. All unexercised options expire 10 years after
grant date. If an optionee stops being employed by the Company, all
options, whether exercisable or not, are immediately forfeited, with
certain exceptions. These exceptions are described in the Executive
Compensation Committee Report.
(2) The grant date value is determined by the modified Black-Scholes option
pricing model. We used the following assumptions: grant date market
value per share-$27.625; option price per share-$27.625; annual stock
volatility-.32; risk-free rate of return-6.5%; dividend yield-$.22 per
year; and, vesting adjustment-94% based on the term and vesting schedule
described in note (1) above. We do not believe that any model can
accurately determine the future value of an option because that value
depends on future unpredictable factors. The future values realized
may vary significantly from the values estimated by this or any other
model. Please note that the ultimate value of the options, as well as
your shares, depends on actual future share values. Market conditions
and the efforts of the directors, the officers and others to foster the
future success of the Company can influence those future share values.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL 1998 YEAR-END OPTION VALUES
<S> <C> <C> <C> <C>
Number of Value of
Unexercised Unexercised
Options at Options at
Year End Year End (2)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (1) Unexercisable Unexercisable
- -------------- ------------ --------- ------------- -------------
Thomas H. Denig 24,040 $ 595,210 52,400 $ 276,075
114,960 1,470,515
Robert J. Dingman 720 20,520 32,866 478,508
39,434 510,168
Randy W. Goruk 960 27,750 31,366 403,883
40,154 528,303
Valerie A. Heusinkveld 0 0 26,146 308,949
39,134 502,162
Patrick D. Smith 7,100 137,270 18,666 104,487
36,374 432,945
<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>
-14-
<PAGE>
ITEM 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT
AUDITORS
Upon the recommendation of its Audit Committee, the Board
has reappointed Arthur Andersen LLP as independent auditors for
1999. The Board is asking that you approve this reappointment.
Arthur Andersen LLP has served as our independent auditors
since 1972, the year we first registered with the Securities and
Exchange Commission. Services provided by Arthur Andersen LLP in
1998 to us and our subsidiaries and partnership included the
examination of our 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 our employee deferred benefit plans, and
consultations on various tax and information service matters.
The Audit Committee of the Board has reviewed the audit and
non-audit professional services provided to us by Arthur Andersen
LLP and has determined that the 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 to select other
auditors for the year 2000. However, because of the difficulty
and expense of making any substitution of auditors after the
beginning of a year, the appointment for 1999 will be permitted
to stand unless the Board finds other reasons for making a
change. Your approval of the appointment of Arthur Andersen LLP
as independent auditors requires the affirmative vote of the
holders of a majority of the shares of our 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.
We expect representatives of Arthur Andersen LLP to attend
the meeting, respond to appropriate questions and be given an
opportunity to speak.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR
1999.
OTHER MATTERS
The Board of Directors knows of no other matters for
consideration at the meeting. If any other business should
properly arise, the persons appointed in the enclosed proxy have
discretionary authority to vote in accordance with their best
judgment.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING. For
business to be considered at an annual or any special meeting or
to be included in the proxy statement, you must timely submit
proposals in addition to meeting other legal requirements for
inclusion. If you have business for possible consideration at
the 2000 annual meeting, we must receive proper notice from you
no later than December 31, 1999, as prescribed in Section 3.12 of
our Bylaws. If you wish to submit a proposal, pursuant to Rule
14a-8 under the Exchange Act, for possible inclusion in our proxy
statement for the 2000 annual meeting, it must be received no
later than January 20, 2000. Direct any proposals, as well as
any related questions, to the undersigned.
PROXY SOLICITATION COSTS. Beacon Hill Partners, Inc. will
help us solicit proxies at a cost of $2,000 plus their expenses.
Our employees may also solicit proxies for no additional
compensation. We will reimburse banks, brokers, custodians,
nominees and fiduciaries for reasonable expenses they incur in
sending these proxy materials to you if you are a beneficial
holder of our shares.
By order of the Board of Directors,
Richard B. Drury
Corporate Secretary and Treasurer
April 7, 1999
-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
26, 1999
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 29, 1999, at
the annual meeting of stockholders to be held on May 26, 1999, 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
TJ INTERNATIONAL, INC. [LOGO]
Wednesday
May 26, 1999
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
<PAGE>
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 nominee
named herein and FOR Proposal 2.
The Board of Directors recommends a vote FOR the nominee and FOR
Proposal 2.
1. Election of Directors FOR WITHHELD
Nominees Term Expiring
Richard L. King 2002
For, except vote withheld from the
following nominee:
- -------------------------------------
2. Ratification of Arthur Andersen FOR AGAINST ABSTAIN
LLP as independent auditors.
3. In accordance with their discretion
upon such other matters as may properly
come before the meeting and any
adjournments thereof.
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 1999 Annual Meeting of
Stockholders.
- ------------------------------------
- ------------------------------------
SIGNATURE (S) DATE
* FOLD AND DETACH HERE *
TJ INTERNATIONAL, INC. [LOGO]
ANNUAL MEETING OF STOCKHOLDERS
