UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 28, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________ to ________ Commission File Number 0-7469 TJ INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 82-0250992 - ------------------------ ----------------------------------- (State of incorporation) (IRS employer identification number) 200 East Mallard Drive, Boise, Idaho 83706 - ------------------------------------ ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (208) 364-3300 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock ($1.00 par value) ------------------------------ (Title of Class) The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of the close of business on March 14, 1997, was $352,947,000. The number of outstanding shares of the registrant's common stock ($1.00 par value), as of March 14, 1997 was 17,647,360. Documents incorporated by reference: Listed hereunder the following documents if incorporated by reference, and the Parts of this Form 10-K into which the document is incorporated: The registrant's definitive proxy statement to be dated on or after April 10, 1997, for use in connection with the annual meeting of stockholders to be held on May 21, 1997, portions of which are incorporated by reference into Part III of this Form 10-K. EXHIBIT INDEX ON PAGES 22 AND 23 1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. TJ INTERNATIONAL, INC., Registrant By /s/ Thomas H. Denig -------------------------------------------------------------- Thomas H. Denig - President, Chief Executive Officer, Director and Attorney-in-Fact for Directors listed below. By /s/ Valerie A. Heusinkveld -------------------------------------------------------------- Valerie A. Heusinkveld - Vice President, Finance and Chief Financial Officer Each of the above signatures is affixed as of February 13, 1997. Those Directors of TJ International, Inc. listed below executed powers of attorney appointing Thomas H. Denig their attorney-in-fact, empowering him to sign this report on their behalf. Robert B. Findlay J. L. Scott Jerre L. Stead Harold E. Thomas Arthur L. Troutner J. Robert Tullis Steven C. Wheelwright William J. White 21 The following documents are filed as part of this Report: Pages in this Report -------------------- (3) EXHIBITS (4) Second Amendment to Credit Agreement, dated as of November 15, 1996. This amendment increases the credit agreement commitment from $100,000,000 to $150,000,000 and extends the termination date until November 15, 2001. This document is filed as an exhibit to this Form 10-K for the fiscal year ended December 28, 1996.....................................Document 2 (21) Subsidiaries of the Registrant.........................Document 3 (24) Consent of Independent Public Accountants..............Document 4 (25) Powers of Attorney.....................................Document 5 (27) Financial Data Schedules for the years ended December 31, 1994, December 30, 1995, and December 28, 1996......................................Document 6 All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. -23-