SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 26, 1999
TJ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-7469 82-0250992
(Commission File No.) (IRS Employer Identification No.)
200 E. Mallard Drive 83706
Boise, Idaho (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (208) 364-3300
ITEM 5. OTHER EVENTS.
On August 26, 1999, the Board of Directors of our Company, TJ
International, Inc., a Delaware corporation, declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $1.00 per share. The dividend is payable on September 22, 1999
to the stockholders of record on September 22, 1999. These rights will replace
rights to purchase common stock that will expire on September 22, 1999.
Our Board has adopted this Rights Agreement to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it works by
imposing a significant penalty upon any person or group which acquires 20% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.
For those interested in the specific terms of the Rights Agreement as made
between our Company and First Chicago Trust Company of New York, as the Rights
Agent, on August 26, 1999, we provide the following summary description. Please
note, however, that this description is only a summary, and is not complete, and
should be read together with the entire Rights Agreement, which is incorporated
by reference and has been filed as an exhibit to this Form 8-K.
The Rights. Our Board authorized the issuance of a Right with respect to each
issued and outstanding share of common stock on September 22, 1999. The Rights
will initially trade with, and will be inseparable from, the common stock. The
Rights are evidenced only by certificates or book-entry credits that represent
shares of common stock. New Rights will accompany any new shares of common stock
we issue after September 22, 1999 until the Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock
("Preferred Share") for $135, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 20% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a
tender or exchange offer which, if consummated, would result in that person
or group becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
Our Board may reduce the threshold at which a person or group becomes an
Acquiring Person from 20% to not less than 10% of the outstanding common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $135, purchase shares of our
common stock with a market value of $270, based on the market price of the
common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights
except the Acquiring Person may, for $135, purchase shares of the acquiring
corporation with a market value of $270 based on the market price of the
acquiring corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.
o will entitle holders upon liquidation either to receive $1 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to
the payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on September 22, 2009.
Redemption. Our Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem
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all of the Rights. Once the Rights are redeemed, the only right of the holders
of Rights will be to receive the redemption price of $.001 per Right. The
redemption price will be adjusted if we have a stock split or stock dividends of
our common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the threshold at which a person or group
becomes an Acquiring Person to below 10% of our outstanding common stock. In
addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4.1 Rights Agreement, dated as of August 26, 1999, between TJ
International, Inc. and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 1 of the
Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commission on September 17, 1999).
99.1 Press Release issued by TJ International, Inc. on August 30,
1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 17, 1999
TJ INTERNATIONAL, INC.
By: /s/ THOMAS H. DENIG
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Name: Thomas H. Denig
Title: President and Chief Executive Officer
EXHIBIT LIST
Exhibit
No. Description
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4.1 Rights Agreement, dated as of August 26, 1999, between TJ
International, Inc. and First Chicago Trust Company of New
York (incorporated by reference to Exhibit 1 of the
Company's Registration Statement on Form 8-A, filed with the
Securities and Exchange Commisssion on September 17, 1999).
99.1 Press Release issued by TJ International, Inc. on August 30,
1999.