SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________________ to __________________ Commission file number 0-7469 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: TJ INTERNATIONAL, INC. INVESTMENT PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: TJ INTERNATIONAL, INC. 200 E. Mallard Drive P.O. Box 65 Boise, ID 83707 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TJ International, Inc. Investment Plan -------------------------------- (Name of Plan) Date: June 12, 1997 /s/Valerie A. Heusinkveld ----------------- --------------------------------- (Signature) Valerie A. Heusinkveld Committee Member TJ International, Inc. Investment Plan Administrative Committee CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated April 11, 1997, included in this Form 11-K for the year ended December 31, 1996, into the Company's previously filed Registration Statement on Form S-8 (33-21870). /s/ARTHUR ANDERSEN LLP Boise, Idaho June 12, 1997 TJ INTERNATIONAL, INC. INVESTMENT PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 TOGETHER WITH AUDITORS' REPORT REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the TJ International, Inc. Investment Plan: We have audited the accompanying statements of net assets available for plan benefits of the TJ International, Inc. Investment Plan (the Plan) as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of TJ International, Inc.'s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in Supplemental Schedules 1 and 2 is presented for purposes of additional analysis rather than to present the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits of each fund. The Supplemental Schedules 3 and 4 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ARTHUR ANDERSEN LLP Boise, Idaho April 11, 1997 TJ INTERNATIONAL, INC. INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, --------------------------- 1996 1995 ------------ ----------- ASSETS Investments, at fair value $126,303,886 $65,756,182 Investments, at contract value 17,520,383 18,402,734 Cash and cash equivalents 850,804 235,964 Receivables: Employer contributions 2,476,200 207,293 Employee contributions - 370,392 Interest and dividends - 55,016 Participant loans 2,923,984 2,649,820 ------------ ----------- 150,075,257 87,677,401 ------------ ----------- LIABILITIES Accrued administrative fees - 139,131 Other accounts payable - 233,302 ESOP loan 11,678,308 - ------------ ----------- 11,678,308 372,433 ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $138,396,949 $87,304,968 ============ =========== The accompanying notes and Supplemental Schedules 1 and 2 are an integral part of these financial statements. 1 TJ INTERNATIONAL, INC. INVESTMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS* For the Years Ended December 31, --------------------------- 1996 1995 ------------ ------------ Investment income: Interest income $ 1,307,131 $ 1,363,813 Dividend income 2,702,281 203,397 Net appreciation in fair value of assets 21,868,722 10,999,167 ------------ ----------- 25,878,134 12,566,377 Contributions: Employee 6,422,337 6,039,276 Employer 5,571,283 2,778,319 ------------ ----------- 11,993,620 8,817,595 ------------ ----------- TOTAL ADDITIONS 37,871,754 21,383,972 ------------ ----------- Plan benefit claims distributed during the year (5,984,522) (5,291,815) Interest expense on ESOP loan (1,081,468) - Administrative fees and other (149,622) (440,171) ------------ ----------- TOTAL DEDUCTIONS (7,215,612) (5,731,986) PLAN TRANSFERS AND MERGER 20,435,839 (6,001,960) ------------ ----------- NET INCREASE DURING THE YEAR 51,091,981 9,650,026 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 87,304,968 77,654,942 ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $138,396,949 $87,304,968 ============ =========== The accompanying notes and Supplemental Schedules 1 and 2 are an integral part of these financial statements. 2 TJ INTERNATIONAL, INC. INVESTMENT PLAN NOTES TO THE FINANCIAL STATEMENTS 1. PLAN DESCRIPTION: GENERAL The TJ International, Inc. Investment Plan (the Plan) is a defined contribution plan sponsored by TJ International, Inc. (the Company). The Plan is administered by an Administrative Committee (the Committee) appointed by the Company's Board of Directors. The following description of the Plan provides general information and does not include all the detail contained in the Plan document. The Plan obtained its latest determination letter on October 13, 1995, in which the Internal Revenue Service (IRS) stated that the Plan, as then designated, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has submitted an application for the Plan restatement adopted effective January 1, 1996. The Company and Plan legal counsel believe the Plan is designed and currently operated in accordance with the Internal Revenue Code. PARTICIPANT ACCOUNTS Substantially all eligible employees are participants in the Plan. The following accounts are maintained by fund for each participant: * An elective contribution account consisting of participant contributions in selected amounts between 2% to 15% of participant's eligible compensation, limited to a maximum contribution as set by the Internal Revenue Service. * A company matching contribution account consisting of the Company match contribution equal to 100% of the first 2% of a participant's contributed eligible compensation and 50% of the next 4% of a participant's contributed eligible compensation. The Company's maximum matching contribution is 4% of a participant's eligible compensation. * Three profit sharing contribution accounts consisting of a general profit sharing account, an ESOP Common Stock account and an ESOP Preferred Stock account. The annual Company profit sharing contribution is determined by a formula based on the Company's net income. The Company's Board of Directors has discretionary powers to invest this contribution in one or any combination of these profit sharing accounts. A profit sharing contribution to the ESOP Preferred Stock account results in interest and principal payments on the leveraged ESOP loan releasing preferred shares to be allocated to participant accounts. These contributions, as well as any forfeitures, are allocated using a formula based on participants' eligible compensation. * An elective contribution account consisting of participants' employee pre-1973 after-tax contributions made to the Plan prior to 1973. * A rollover contribution account consisting of a participant's distributions from a qualified employer plan. CONTRIBUTIONS Employee contributions and the related company matching contributions are credited to the participants' accounts as payrolls are processed throughout the year. The Company's profit sharing and forfeiture reallocation contributions are credited to the participants' accounts annually. The Company matching, profit sharing and 3 forfeiture reallocation are subject to vesting provisions of the Plan as described in Note 7. The Company has the discretion regarding the use of forfeitures inasmuch as the Company can reduce Plan expenses, reduce future employer contributions or reallocate the amount to the remaining participants using a formula based on participants' eligible compensation. Participants are always fully vested in their elective contribution, pre-1973 after-tax contribution and rollover contribution account balances. BENEFIT PAYMENTS On termination of employment for account balances equal to $3,500 or more, a participant may elect to receive an amount equal to the value of the participant's vested interest in his or her account in either a joint and survivor annuity, a lump-sum payment or in annual installments over a maximum ten-year period. On termination of employment for account balances less than $3,500, a participant will receive a lump-sum payment equal to the value of the participant's vested interest in his or her account balance. PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $2,000 up to a maximum equal to the lessor of $50,000 or 50 percent of their account balance, excluding Company contributions. A participant's outstanding loan balance is reported in the Participant Loan Fund. Loan terms range from 1-5 years and bear interest at a rate equal to prime plus one percent updated monthly. The loans are secured by the balance in the participant's accounts. Interest rates range from 9.25% to 10%. Principal and interest is paid ratably through bi-weekly payroll deductions. TRUSTEE AND INVESTMENT MANAGER The assets of the Plan are held in trust (the Trust) by Fidelity Management Trust Company (the Trustee). Investment of earnings or losses are allocated to each participant based on account balances at the end of each business day. The participant account balances in each fund are determined based on the applicable closing prices adjusted for any increase or decrease for interest, dividends and expenses related to management of the funds. The Plan's investment manager has discretionary authority to invest the assets of the Plan consistent with the fund's investment objectives. The investment manager's performance is periodically reviewed and evaluated by the Committee. ADMINISTRATIVE EXPENSES The Plan provides that operating and administrative expenses, investment asset management fees, brokerage commissions, trust services and related expenses are payable from the assets of the Plan unless stated otherwise. In addition, each participant is charged an annual account fee determined by the Committee. 2. ADMINISTRATIVE CHANGES: Effective January 1, 1996, the TJ International, Inc. Pension & Profit Sharing Plan was renamed the TJ International, Inc. Investment Plan (TIP). Effective April 12, 1996, the assets of the TJ International, Inc. Employee Stock Ownership Plan were merged into the Plan and Fidelity Investments became the investment manager, trustee and recordkeeper for the new consolidated investment plan. Effective April 1, 1996, the number of investment options for participant directed funds increased from four funds to six funds and the Company began making its matching contribution in TJ International, Inc. common stock. 4 3. SIGNIFICANT ACCOUNTING POLICIES: The Plan's financial statements have been prepared on the accrual basis of accounting and require the use of management's estimates. Profit sharing contributions from the Company are recorded in conformity with the Company's funding policy and were received subsequent to year-end. The accrual basis of accounting requires that purchases and sales of securities be recorded on a trade date basis. Accordingly, dividends are accrued when declared, and allocated in conformity with the Plan. Benefits are recorded when paid. Assets of the Plan are valued at fair value, except for the Managed Income Fund and Investment Contract Fund, which is valued at contract value at December 31, 1996 and 1995, respectively. Market value fluctuations in the Managed Income Fund reflect changes in the effective yield on the underlying securities and have been included in interest income. Beginning in 1996, the investment funds managed by Fidelity are valued net of management fees. Net appreciation (depreciation) in fair value of assets includes both realized and unrealized gains and losses of the assets during the Plan years. Certain reclassifications were made, none of which effected net assets, to conform prior years' information to the current year's presentation. 4. INVESTMENTS: The following is a brief description of the investment funds: - INVESTMENT CONTRACT FUND is a stable value fund. The Investment Contract Fund is a combination of individual guaranteed investment contracts ("GICs") and collectively invested GICs held by U.S. Trust Company and managed by Morley Capital Management, Inc., Portland, Oregon. The Investment Contract Fund invests in GICs issued by insurance companies and short-term investments. The contracts included in the financial statements are at contract value. Contract value represents contributions made under the contract, plus interest, less plan withdrawals and administrative expenses. - BALANCED FUND is a growth and income fund that seeks to protect principal against inflation through income and market appreciation. The investment objective of the Balanced Fund is to provide a positive annual rate of return and preservation of principal over a full market cycle. The Balanced Fund is invested as part of a collective investment fund held by Columbia Trust Company, Portland, Oregon, as custodian. The Balanced Fund may invest in stocks, bonds, real estate, guaranteed investment contracts, short-term investments and other assets deemed appropriate by the fund investment manager. - DIVERSIFIED STOCK FUND is a growth fund that seeks to provide market appreciation. The investment objective of the Diversified Stock Fund is to provide maximum long-term investment growth over a full market cycle. The Columbia Trust Company is the investment manager of the Diversified Stock Fund. The Diversified Stock Fund is invested as part of a collective investment fund held by Columbia Trust Company, Portland, Oregon, as custodian. The Diversified Stock Fund invests in stocks and cash. - MANAGED INCOME FUND is a stable value fund. The assets are invested in Fidelity's Managed Income Portfolio and in individual insurance contracts that were purchased for the fund in previous years. All investment contracts and fixed income securities must meet the high credit quality standards of the portfolio's manager. Although the individual investment contracts are backed by the issuer, units of this investment are not backed by the Trustee, the plan sponsor, or insured by the FDIC. The Fund's goal is to maintain a stable $1 unit price, but there is no guarantee that it will do so. The yield will fluctuate. This Fund is not a mutual fund and is managed by Fidelity Management Trust Company. - FIDELITY PURITAN FUND is a growth and income fund. It seeks as much income as possible, consistent with preservation of capital, by investing in a broadly diversified portfolio of domestic and foreign common stocks, preferred stocks and 5 bonds, including lower-quality, high-yield debt securities. Dividend amounts will vary. The Fund's share price and return will fluctuate. - U.S. EQUITY INDEX FUND is a growth and income fund. It seeks investment results that try to duplicate the composition and total return of the S&P 500, which is comprised of common stocks. Dividend amounts will vary. The Fund's share price and return will fluctuate. - FIDELITY VALUE FUND is a growth fund. It seeks long-term capital appreciation by investing in the securities of companies with valuable fixed assets, or in the securities of companies that its investment adviser believes are undervalued in relation to the Company's assets, earnings or growth potential. The Fund's share price and return will fluctuate. - FIDELITY MAGELLAN FUND is a growth fund. It seeks long-term capital appreciation by investing in the stocks of both well-known and lesser known companies with potentially above-average growth potential and a correspondingly higher level of risk. Securities may be of foreign, domestic, and multinational companies. The Fund's share price and return will fluctuate. - TJ COMMON STOCK FUND invests primarily in TJ International, Inc. Common Stock and in a small amount of short-term investments that allows the fund to handle exchanges, withdrawals and distributions. Investment in the Fund allows you to become a stockholder and part owner of the Company and allows you to participate in the Company's financial future. The Fund is not a mutual fund and is an unmanaged, non-diversified investment. - ESOP COMMON AND PREFERRED STOCK FUNDS invest primarily in TJ International, Inc. common and preferred stock and a small amount in short term investments. The Company has discretionary powers to invest the annual profit sharing, forfeiture reallocation and debt service on the ESOP loan to buy shares of common stock and/or release shares of preferred stock for allocation to participants' based on eligible compensation. Investment in these funds allow you to become a stockholder and part owner of the Company and allow you to participate in the Company's financial future. These funds are not mutual funds and are unmanaged, non-diversified investments. The following investments exceed 5% of net assets available for plan benefits: December 31, ------------------------------------ Fund Investment 1996 1995 - ------------------------- ---------------------------------------- ----------- ----------- Investment Contract Fund U.S. Trust Company - U.S. Trust Preservation Fund 422,520 participation units for 1995, interest rates and due dates variable $ - $11,018,054 Balanced Fund Columbia Trust Company - Balanced Fund, 3,483,744 participation units for 1995 - 28,104,203 Diversified Stock Fund Columbia Trust Company - Diversified Stock Fund, 1,872,716 participation units for 1995 - 21,183,663 TJ International Common 917,753 and 890,179 shares common stock, for Stock Fund 1996 and 1995, respectively 21,342,902 16,468,316 6 December 31, ------------------------------------ Fund Investment 1996 1995 - ------------------------- ---------------------------------------- ----------- ----------- Managed Income Fund Fidelity Income Portfolio Fund, 12,655,150 participation units for 1996, interest rate and due dates variable 12,655,150 - Puritan Fund Fidelity Investments - Puritan Fund, 1,505,928 participation units for 1996 25,962,196 - U.S. Equity Index Fund Fidelity Investments - U.S. Equity Index Fund, 271,891 participation units for 1996 7,327,461 - Value Fund Fidelity Investments - Value Fund, 380,187 participation units for 1996 19,594,839 - Magellan Fund Fidelity Investments - Magellan Fund, 131,093 participation units for 1996 10,572,653 - TJ International ESOP 664,037 shares common stock Common Stock Fund 15,442,568 - TJ International ESOP 1,162,914 shares convertible Preferred Stock Fund preferred stock 26,061,267 - At December 31, 1996 and 1995, the Managed Income Fund and Investment Contract Fund, respectively, invested in insurance contracts with stated interest rates ranging from 7.00% to 7.92%. The effective yields during these periods were 6.07% and 6.62%, respectively. At December 31, 1996, the fair value of the managed income fund was $18,091,748. At December 31, 1995, the fair value of the investment contract fund approximated contract value. In August 1994, Confederation Life was seized by Canadian insurance regulators. The balance recorded on this contract at December 31, 1996 of $652,528, represents the contract's principal amount plus accrued interest through the date of seizure. No interest has been accrued on the contract subsequent to the date of seizure. In March 1997, the Committee elected to receive, from Confederation Life Insurance Company, a rehabilitation payment option of approximately $695,277 by May 31, 1997. 5. CONVERTIBLE PREFERRED STOCK AND ESOP LOAN: On September 21, 1990, the former TJ International, Inc. Employee Stock Ownership Plan acquired 1,269,842 shares of Preferred Stock for $15,000,009, or $11.8125 per share, using the proceeds of the ESOP loan made to the Trustee by the Company. Preferred Stock is convertible into Company common stock or cash, at the Company's option, at a redemption ratio or value equal to one share of common stock for each share of Preferred Stock. However, the Preferred Stock cannot be redeemed for a value less than the liquidation preference of $11.8125 per share. The Preferred Stock pays an annual dividend of $1.063125 per share. The Preferred Stock is redeemable at the Company's option after December 31, 2000 and under certain circumstances prior to that date. The Preferred Stock is held solely by the Trustee for the Plan and is not available for trading outside the Trust. Upon redemption by the Company, the shares of Preferred Stock will be permanently retired. The Preferred Stock is held in a separate "ESOP Suspense Account" pending release to participants and is pledged as collateral for the ESOP loan. The number of shares allocated to plan participants for a plan year is determined by a formula that divides principal and interest to be paid for the current plan year by the sum of the remaining total principal and interest payments due, including amounts due in the current year, and multiplied by the shares in the suspense account. Shares are released from the ESOP Suspense Account as principal and interest are paid. Below 7 is the detail of the allocation of account balances in the ESOP Preferred Stock Fund as of December 31, 1996: Allocated Unallocated Total ----------- ----------- ----------- Assets: Investments, fair value $8,541,825 $17,519,442 $26,061,267 Cash and cash equivalents 56,031 - 56,031 Receivables 1,077,947 - 1,077,947 ---------- ----------- ----------- Total assets 9,675,803 17,519,442 27,195,245 ---------- ----------- ----------- Liabilities: ESOP loan - 11,678,308 11,678,308 ---------- ----------- ----------- Total liabilities - 11,678,308 11,678,308 ---------- ----------- ----------- Net assets available for Preferred Stock benefits $9,675,803 $ 5,841,134 $15,516,937 ========== =========== =========== Allocated Unallocated Total ----------- ----------- ----------- Investment Income: Interest expense $ (572) $ - $ (572) Dividend income 309,629 934,893 1,244,522 Net appreciation in fair value of assets 1,562,429 4,982,814 6,545,243 Employer contributions 1,077,947 - 1,077,947 Allocation of Company stock at market 1,890,493 (1,890,493) - ---------- ----------- ----------- Total additions 4,839,926 4,027,214 8,867,140 Plan benefit claims distributed (130,177) - (130,177) Interest expense on ESOP loan - (1,081,468) (1,081,468) Administrative fee and other (4,440) - (4,440) ---------- ----------- ----------- Total deductions (134,617) (1,081,468) (1,216,085) Fund transfers (57,724) - (57,724) Plan transfers and mergers 5,028,218 2,895,388 7,923,606 ---------- ----------- ----------- Net increase during the year 9,675,803 5,841,134 15,516,937 Net assets available for preferred stock benefit, beginning of year - - - ---------- ------------ ----------- Net assets available for Preferred Stock benefits, end of year $9,675,803 $ 5,841,134 $15,516,937 ========== ============ =========== Historical Fair Shares Cost Market Value ---------- ------------ ----------- Unallocated 781,758 $ 9,234,517 $17,519,442 Allocated 381,156 4,502,405 8,541,825 Retired 106,928 1,263,087 2,396,290 --------- ----------- ----------- Total 1,269,842 $15,000,009 $28,457,557 ========= =========== =========== The ESOP loan represents an unconditional promise from the Plan to the Company to repay $15,000,009 plus interest. The ESOP loan is to be repaid by the Trustee from a combination of cash contributions from the Company and dividends from Preferred Stock held by the Plan. The ESOP loan is guaranteed by the Company and accrues interest at a 9% rate per annum on the outstanding principal amount without compounding. The interest is payable on December 31 of each year. The ESOP loan requires no principal payment until the maturity date of the loan, March 31, 2011 and imposes no penalty for prepayment of the principal prior to the maturity date. 8 For 1996 and 1995, principal payments of $1,594,468 and $334,125 were paid on the ESOP loan. All principal payments on the ESOP loan made prior to April 12, 1996, relate to the former TJ International, Inc. Employee Stock Ownership Plan. 6. CONTRIBUTIONS: Participants in the Plan may make elective contributions to any of the participant directed investment options. Effective April 1, 1996, the Company's matching contributions are invested in the TJ International, Inc. Common Stock Fund. The Company's Board of Directors, as allowed by the Plan, directed the annual profit sharing contributions as follows: - The Company made general profit sharing contributions of $1,398,253 and $- 0- for 1996 and 1995, respectively. This general profit sharing contribution is invested based on the participant elective contribution. - The Company did not make an ESOP Common profit sharing contribution for 1996 and 1995, respectively. - The Company made ESOP Preferred profit sharing contributions, based on principal loan payments, of $1,077,947 and $1,395,000 for 1996 and 1995, respectively. The 1995 Company contribution was related to the former TJ International, Inc. Employee Stock Ownership Plan. The principal payments include additional amounts resulting in the excess of preferred dividends over interest expense. As of December 31, 1996 and 1995, the Plan consisted of approximately 2,445 and 2,046 participants, respectively, some of whom have elected to invest in more than one fund. The approximate number of participants investing in each fund was: December 31, ------------------ 1996 1995 ------ ------ Investment Contract Fund N/A 873 Balanced Fund N/A 1,119 Diversified Stock Fund N/A 951 Managed Income Fund 1,370 N/A Puritan Fund 1,470 N/A U.S. Equity Fund 741 N/A Value Fund 1,410 N/A Magellan Fund 1,003 N/A TJ International Common Stock Fund 2,257 912 ESOP Common 1,826 N/A ESOP Preferred 1,823 N/A 7. VESTING: Upon termination of employment, participants are entitled to receive elective contributions, pre-1973 after tax contributions, rollover contributions and any vested portion of the Company's contributions. Participants become vested as follows: Completed Years 7 or 2 or of Vesting Service more 6 5 4 3 less ------------------ ---------------------------------- Vested Percentage 100% 80% 60% 40% 20% 0% In the event employment terminates prior to the completion of seven years of vested service for any reason other than retirement, death or disability, a participant forfeits the non-vested portion in his or her account balance. The Plan's break in service provisions provide that the forfeiture of non-vested participant's account balance and credited years of service will occur in the year that plan participation ceases. However, if the participant returns to active participation before the fifth consecutive one-year break in service, the non-vested account balance will be reinstated to the participant's account. A one-year break in service is a plan year in which a participant is credited with 500 or less hours of service. These 9 forfeitures, totaling $467,000 and $656,172 in 1996 and 1995, respectively, are allocated to the remaining participants in the Plan. In addition, the Plan had $70,955 and $112,653 of unallocated forfeitures as of December 31, 1996 and 1995, respectively. In the event of a Plan termination, the accounts of all participants affected by such termination shall become fully vested and thereafter not subject to forfeiture. 8. PLAN TRANSFERS AND MERGER: In compliance with the Tax Reform Act of 1986, the Company's Employee Stock Ownership Plan (ESOP) participants age 55 or older and with at least ten years of ESOP participation have the opportunity to diversify their investment from Company stock to any of the six participant directed investment options. Eligible ESOP participants may elect to transfer all or a portion of their account balance. Eligible participants elected to irrevocably transfer their account balances totaling $356,404 and $173,326 in 1996 and 1995, respectively, from the ESOP to the Plan. In addition, eligible participants elected to irrevocably transfer $201,791 in 1996 from the ESOP Common and ESOP Preferred stock funds to the participant directed funds. Effective April 12, 1996, the accounts of the Company's former TJ International, Inc. Employee Stock Ownership Plan (ESOP) were merged into the Plan. The ESOP transferred $20,011,578 of assets and a $192,044 benefit payable into the Plan. 9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, ------------------------------- 1996 1995 ------------ ----------- Net assets available for benefits per the financial statements $138,396,949 $87,304,968 Amounts allocated to withdrawing participants - 912,116 ------------ ----------- Net assets available for benefits per the Form 5500 $138,396,949 $86,392,852 ============ =========== The following is a reconciliation of benefits paid to participants per the financial statement to the Form 5500: 1996 1995 ------------ ---------- Benefits paid to participants per the financial statements $5,984,522 $5,291,815 Add: Amounts allocated to withdrawing participants at December 31, 1996 - 912,116 Less: Amounts allocated to withdrawing participants at December 31, 1995 (912,116) (573,192) ---------- ---------- Benefits paid to participants per the Form 5500 $5,072,406 $5,630,739 ========== ========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but have not been paid as of that date. 10 SUPPLEMENTAL SCHEDULE 1 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1996 AND 1995 Participant Directed --------------------------------------------------------------------------- Contract Balanced Diversified Income Puritan As of December 31, 1996 Fund Fund Stock Fund Fund Fund - ----------------------- ---------- ------------- ------------- ----------- ----------- ASSETS Investments, at current value $ - $ - $ - $ - $25,962,196 Investment, at contract value - - - 17,520,383 - Cash and cash equivalents - - - 479,113 - Employer contributions receivable - - - 214,283 346,940 Participant loans - - - - - ----------- ----------- ----------- ------------ ----------- - - - 18,213,779 26,309,136 ----------- ----------- ----------- ------------ ----------- LIABILITIES ESOP loan - - - - - ----------- ----------- ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $ - $ - $18,213,779 $26,309,136 =========== =========== =========== ============ =========== Investment Managed Contract Balanced Diversified Income Puritan As of December 31, 1995 Fund Fund Stock Fund Fund Fund - ----------------------- ----------- ----------- ----------- ------------ ----------- ASSETS Investments, at current value $ - $28,104,203 $21,183,663 $ - $ - Investment, at contract value 18,402,734 - - - - Cash and cash equivalents 60,963 86,307 70,545 - - Receivables: Employer contributions 45,765 61,637 47,635 - - Employee contributions 78,665 115,660 85,381 - - Interest and dividends 4,435 618 552 - - Due (to) from other funds (293,745) (14,576) 43,894 - - Participant loans - - - - - ----------- ----------- ----------- ------------ ----------- 18,298,817 28,353,849 21,431,670 - - ----------- ----------- ----------- ------------ ----------- LIABILITIES Accrued administrative fees 18,325 63,877 48,293 - - Other accounts payable - - - - - ----------- ----------- ----------- ------------ ----------- 18,325 63,877 48,293 - - ----------- ----------- ----------- ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,280,492 $28,289,972 $21,383,377 $ - $ - =========== =========== =========== ============ =========== U.S. Equity TJ Index Value Magellan Common As of December 31, 1996 Fund Fund Fund Stock Fund - ----------------------- ---------- ----------- ----------- ------------ ASSETS Investments, at current value $7,327,461 $19,594,839 $10,572,653 $21,342,902 Investment, at contract value - - - - Cash and cash equivalents - - - 158,038 Employer contributions receivable 135,155 254,658 252,367 194,850 Participant loans - - - - ---------- ----------- ----------- ----------- 7,462,616 19,849,497 10,825,020 21,695,790 ---------- ----------- ----------- ----------- LIABILITIES ESOP loan - - - - ---------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $7,462,616 $19,849,497 $10,825,020 $21,695,790 ========== =========== =========== =========== U.S. Equity TJ Index Value Magellan Common As of December 31, 1995 Fund Fund Fund Stock Fund - ----------------------- ---------- ----------- ----------- ----------- ASSETS Investments, at current value $ - $ - $ - $16,468,316 Investment, at contract value - - - - Cash and cash equivalents - - - 18,149 Receivables: Employer contributions - - - 52,256 Employee contributions - - - 90,686 Interest and dividends - - - 49,411 Due (to) from other funds - - - 86,683 Participant loans - - - - ---------- ---------- ---------- ---------- - - - 16,765,501 ---------- ---------- ---------- ---------- LIABILITIES Accrued administrative fees - - - 8,636 Other accounts payable - - - 102 ---------- ---------- ---------- ----------- - - - 8,738 ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $ - $ - $16,756,763 ========== ========== ========== =========== Participant ESOP ESOP As of December 31, 1996 Loans Common Preferred Total Plan - ----------------------- ----------- ----------- ------------ ------------ ASSETS Investments, at current value $ - $15,442,568 $26,061,267 $126,303,886 Investment, at contract value - - - 17,520,383 Cash and cash equivalents - 157,622 56,031 850,804 Employer contributions receivable - - 1,077,947 2,476,200 Participant loans 2,923,984 - - 2,923,984 ----------- ----------- ----------- ------------ 2,923,984 15,600,190 27,195,245 150,075,257 ----------- ----------- ----------- ------------ LIABILITIES ESOP loan - - 11,678,308 11,678,308 ----------- ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,923,984 $15,600,190 $15,516,937 $138,396,949 =========== =========== =========== ============ Participant ESOP ESOP As of December 31, 1995 Loans Common Preferred Total Plan - ----------------------- ----------- ------------ ------------ ------------- ASSETS Investments, at current value $ - $ - $ - $65,756,182 Investment, at contract value - - - 18,402,734 Cash and cash equivalents - - - 235,964 Receivables: Employer contributions - - - 207,293 Employee contributions - - - 370,392 Interest and dividends - - - 55,016 Due (to) from other funds 177,744 - - - Participant loans 2,649,820 - - 2,649,820 ----------- ----------- ----------- ----------- 2,827,564 - - 87,677,401 ----------- ----------- ----------- ----------- LIABILITIES Accrued administrative fees - - - 139,131 Other accounts payable 233,200 - - 233,302 ----------- ----------- ----------- ----------- 233,200 - - 372,433 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,594,364 $ - $ - $87,304,968 =========== =========== =========== =========== The accompanying notes and Supplemental Schedules 1 and 2 are an integral part of these financial statements. 11 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 Participant Directed ----------------------------------------------------------------------- Investment Managed For the Year Contract Balanced Diversified Income Puritan Ended December 31, 1996 Fund Fund Stock Fund Fund Fund - ----------------------- ---------- --------- ----------- ------------ ---------- Investment income: Interest income (expense) $ 305,073 $ 25,179 $ 12,881 $ 789,940$ 57,733 Dividend income - - - - 752,964 Net appreciation in fair value of assets - 522,380 1,142,778 - 1,477,007 Contributions: Employee 385,704 515,968 515,197 656,707 1,052,496 Employer 178,285 228,525 213,414 214,283 346,940 Plan benefit claims distribution during the year (670,981) (1,185,395) (711,153) (510,622) (749,316) Interest expense on ESOP loan - - - - - Administrative fee and other (18,600) (49,768) (38,338) (8,701) (2,972) Loans initiated, net of repayments and interest (32,539) (46,791) (4,411) (99,114) (30,238) Transfer among funds, net (18,525,316) (28,354,778) (22,542,135) 17,030,482 23,409,724 Plan mergers and transfers 97,882 54,708 28,390 140,804 (5,202) ----------- ----------- ------------ ----------- ----------- Net increase (decrease) during the year (18,280,492) (28,289,972) (21,383,377) 18,213,779 26,309,136 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 18,280,492 28,289,972 21,383,377 - - ----------- ----------- ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ - $ - $ - $18,213,779 $26,309,136 =========== =========== ============ =========== =========== Investment Managed For the Year Contract Balanced Diversified Income Puritan Ended December 31, 1995 Fund Fund Stock Fund Fund Fund - ----------------------- ------------- ------------ ------------ ----------- ------------ Investment income: Interest income $ 1,221,553 $ 13,215 $ 14,722 $ - $ - Dividend income - - - - - Net appreciation in fair value of assets - 5,581,661 4,758,750 - - Contributions: Employee 1,195,500 1,789,697 1,494,281 - - Employer 604,053 810,118 641,076 - - Plan benefit claims distributed during the year (2,078,552) (1,554,487) (668,325) - - Administrative fees and other (64,548) (210,469) (150,111) - - Loans initiated, net of repayments and interest (522,014) (1,028,590) (438,025) - - Transfers among funds, net (124,848) 269,785 1,087,989 - - Plan merger and transfers (2,461,582) (1,641,586) (1,086,381) - - ----------- ----------- ------------ ----------- ----------- Net increase (decrease) during the year (2,230,438) 4,029,344 5,653,976 - - NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 20,510,930 24,260,628 15,729,401 - - ----------- ----------- ------------ ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $18,280,492 $28,289,972 $21,383,377 $ - $ - =========== =========== ============ =========== =========== U.S. Equity TJ For the Year Index Value Magellan Common Ended December 31, 1996 Fund Fund Fund Stock Fund - ----------------------- ------------ ------------ ------------ ------------- Investment income: Interest income (expense) $ 14,199 $ 33,998 $ 24,222 $ 51,168 Dividend income 106,037 201,499 78,656 206,959 Net appreciation in fair value of assets 586,848 1,709,508 794,225 5,018,577 Contributions: Employee 409,842 913,185 881,396 1,091,842 Employer 135,155 254,658 252,367 2,669,709 Plan benefit claims distribution during the year (72,204) (544,718) (272,024) (691,972) Interest expense on ESOP loan - - - - Administrative fee and other (874) (1,196) (591) (13,734) Loans initiated, net of repayments and interest (1,944) (43,264) (74,537) (154,204) Transfer among funds, net 6,210,464 17,329,577 9,071,462 (3,427,776) Plan mergers and transfers 75,093 (3,750) 69,844 188,458 ---------- ----------- ----------- ----------- Net increase (decrease) during the year 7,462,616 19,849,497 10,825,020 4,939,027 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - - 16,756,763 ----------- ----------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 7,462,616 $19,849,497 $10,825,020 $21,695,790 =========== =========== =========== =========== U.S. Equity TJ For the Year Index Value Magellan Common Ended December 31, 1995 Fund Fund Fund Stock Fund - ----------------------- ---------- ----------- ----------- ------------ Investment income: Interest income $ - $ - $ - $ 9,915 Dividend income - - - 203,397 Net appreciation in fair value of assets - - - 658,756 Contributions: Employee - - - 1,559,798 Employer - - - 723,072 Plan benefit claims distributed during the year - - - (769,366) Administrative fees and other - - - (15,043) Loans initiated, net of repayments and interest - - - (722,412) Transfers among funds, net - - - (1,232,926) Plan merger and transfers - - - (812,411) ----------- ----------- ----------- ----------- Net increase (decrease) during the year - - - (397,220) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - - 17,153,983 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ - $ - $ - $16,756,763 =========== =========== =========== =========== For the Year Participant ESOP ESOP Ended December 31, 1996 Loans Common Preferred Total Plan - ----------------------- ------------ ------------ ---------- ------------ Investment income: Interest income (expense) $ - $ (6,690) $ (572) $ 1,307,131 Dividend income - 111,644 1,244,522 2,702,281 Net appreciation in fair value of assets - 4,072,156 6,545,243 21,868,722 Contributions: Employee - - - 6,422,337 Employer - - 1,077,947 5,571,283 Plan benefit claims distribution during the year (157,477) (288,483) (130,177) (5,984,522) Interest expense on ESOP loan - - (1,081,468) (1,081,468) Administrative fee and other 55 (10,463) (4,440) (149,622) Loans initiated, net of repayments and interest 487,042 - - - Transfer among funds, net - (143,980) (57,724) - Plan mergers and transfers - 11,866,006 7,923,606 20,435,839 ---------- ----------- ----------- ------------ Net increase (decrease) during the year 329,620 15,600,190 15,516,937 51,091,981 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,594,364 - - 87,304,968 ---------- ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $2,923,984 $15,600,190 $15,516,937 $138,396,949 ========== =========== =========== ============ For the Year Participant ESOP ESOP Ended December 31, 1995 Loans Common Preferred Total Plan - ----------------------- ----------- ----------- ------------ ------------- Investment income: Interest income $ 104,408 - - $ 1,363,813 Dividend income - - - 203,397 Net appreciation in fair value of assets - - - 10,999,167 Contributions: Employee - - - 6,039,276 Employer - - - 2,778,319 Plan benefit claims distributed during the year (221,085) - - (5,291,815) Administrative fees and other - - (440,171) Loans initiated, net of repayments and interest 2,711,041 - - - Transfers among funds, net - - - - Plan merger and transfers - - - (6,001,960) ----------- ----------- ----------- ----------- Net increase (decrease) during the year 2,594,364 - - 9,650,026 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - - 77,654,942 ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 2,594,364 $ - $ - $87,304,968 =========== =========== =========== =========== The accompanying notes and Supplemental Schedules 1 and 2 are an integral part of these financial statements. 12 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 MANAGED INCOME FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Contract Current Identity of Issue Description of Investment Value Value - ---------------------------------------------------------------------------------------------------------------------------------- Fidelity Investments * Cash Portfolio $ 479,113 $ 479,113 =========== =========== Confederation Life(1) Guaranteed investment contract number 62513, 8.77% rate of return, July 2, 1996 maturity date $ 652,528 $ 652,528 First Allmerica Financial Life Guaranteed investment contract number GA-92175-A, 7.55% rate of return, December 28, 1997 maturity date 571,698 580,090 First Allmerica Financial Life Guaranteed investment contract number GA-92175-A 02, 7.55% rate of return, December 31, 1998 maturity date 571,698 583,902 Life of Virginia Guaranteed investment contract number GS-2554-A, 7.51% rate of return, February 28, 1997 maturity date 711,741 713,871 New York Life Guaranteed investment contract number GA-30214-1, 7.00% rate of return, August 29, 1997 maturity date 390,934 394,528 New York Life Guaranteed investment contract number GA-30214-2, 7.00% rate of return, August 28, 1998 maturity date 390,934 397,235 New York Life Guaranteed investment contract number GA-30214-3, 7.00% rate of return, August 27, 1999 maturity date 390,934 398,359 (1) In August 1994, Confederation Life was seized by Canadian insurance regulators. The balance recorded on this contract at December 31, 1996, represents the contract's principal amount plus accrued interest through the date of seizure. No interest has been accrued on the contract subsequent to the date of seizure. In March 1997, the Committee elected to receive, from Confederation Life Insurance Company, a rehabilitation payment option of approximately $695,277 by May 31, 1997. 1 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 MANAGED INCOME FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Contract Current Identity of Issue Description of Investment Value Value - --------------------------------------------------------------------------------------------------------------------------------- Principal Mutual Guaranteed investment contract number GA4-14925, 7.92% rate of return, December 9, 1999 maturity date $ 1,184,766 $ 1,236,972 Fidelity Investments * Fidelity Income Portfolio Fund 12,655,150 participation units, interest rates and due dates variable 12,655,150 12,655,150 ----------- ----------- Total Managed Income Fund investments $17,520,383 $17,612,635 =========== =========== * Known party-in-interest 2 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 PURITAN FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Fidelity Puritan Fund, participation Investments * units, 1,505,928 $26,448,487 $25,962,196 =========== =========== * Known party-in-interest. 3 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 U.S. EQUITY INDEX FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Fidelity U.S. Equity Index Fund, 271,891 Investments * participation units $6,770,185 $7,327,461 =========== =========== * Known party-in-interest. 4 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 VALUE FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Fidelity Value Fund, 380,187 Investments * participation units $20,136,132 $19,594,839 =========== =========== * Known party-in-interest. 5 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 MAGELLAN FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Fidelity Magellan Fund, 131,093 Investments * participation units $ 9,826,132 $10,572,653 =========== =========== * Known party-in-interest. 6 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 TJ INTERNATIONAL COMMON STOCK FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Cash $ 158,038 $ 158,038 =========== =========== TJ International, 917,753 shares common stock Inc. * $16,159,579 $21,342,902 =========== =========== * Known party-in-interest. 7 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ESOP - COMMON FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Cash $ 157,622 $ 157,622 =========== =========== TJ International, 664,037 shares common stock Inc. * $ 4,565,416 $15,442,568 =========== =========== * Known party-in-interest 8 SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ESOP - PREFERRED FUND ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Current Identity of Issue Description of Investment Cost Value - -------------------------------------------------------------------------------- Cash $ 56,031 $ 56,031 =========== =========== TJ International, 1,162,914 shares convertible Inc. * preferred stock $13,736,922 $26,061,267 =========== =========== * Known party-in-interest. 9 SUPPLEMENTAL SCHEDULE 4 TJ INTERNATIONAL, INC. EIN: 82-0250992 PENSION & PROFIT SHARING PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Description Total Total Assets, Interest Number of Number of Dollar Dollar Identity of Party Rate and Purchase Sales Value of Value of Involved Maturity Date Transactions Transactions Purchases Sales - ----------------------- ------------------------------ -------------- -------------- ----------- --------- SERIES OF TRANSACTIONS SEI Financial Services SEI Daily Income Trust - Prime Company Obligation Portfolio, interest rates and due dates variable 91 79 $16,464,078 $16,693,324 U.S. Bank * Money Market Fund, interest rates and due dates variables 5 6 61,900,384 61,900,384 Columbia Trust Company * Balanced Fund ** - 3 - 28,615,175 Columbia Trust Company * Diversified Stock Fund ** - 3 - 22,317,585 Fidelity Investments * Income Portfolio Fund **, interest rates and maturity dates variable 118 73 19,859,778 7,767,178 Fidelity Investments * Puritan Fund ** 115 63 34,591,227 8,112,335 Fidelity Investments * U.S. Equity Index Fund ** 97 35 7,224,816 464,546 Fidelity Investments * Value Fund ** 117 64 29,144,797 9,280,327 Fidelity Investments * Magellan Fund ** 106 63 11,458,373 1,680,159 TJ International, Inc. * TJ Common Stock Fund 65 44 4,907,605 4,903,992 Current Value Current Value of Purchased of Sold Cost of Cost of Assets on Assets on Net Gain Identity of Party Assets Assets Transaction Transaction or Involved Purchased Sold Date Date (Loss) - ----------------------- ----------- --------- ------------- ------------- -------- SERIES OF TRANSACTIONS SEI Financial Services $16,464,078 $16,693,324 $16,464,078 $16,693,324 $ - U.S. Bank * 61,900,384 61,900,384 61,900,384 61,900,384 - Columbia Trust Company * - 15,384,877 - 28,615,175 13,230,298 Columbia Trust Company * - 10,363,145 - 22,317,585 11,954,440 Fidelity Investments * 19,859,778 7,767,178 19,859,778 7,767,178 - Fidelity Investments * 34,591,227 8,142,739 34,591,227 8,112,335 (30,404) Fidelity Investments * 7,224,816 454,631 7,224,816 464,546 9,915 Fidelity Investments * 29,144,797 9,008,665 29,144,797 9,280,327 271,662 Fidelity Investments * 11,458,373 1,632,241 11,458,373 1,680,159 47,918 TJ International, Inc. * 4,907,605 4,417,109 4,907,605 4,903,992 486,883 * Known party-in-interest ** Series 1 transactions are included with these series 3 transactions 22 SUPPLEMENTAL SCHEDULE 4 TJ INTERNATIONAL, INC. EIN: 82-0250992 PENSION & PROFIT SHARING PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Description Total Total Assets, Interest Number of Number of Dollar Dollar Identity of Party Rate and Purchase Sales Value of Value of Involved Maturity Date Transactions Transactions Purchases Sales - ------------------------ ------------------------------ ------------ ------------ --------- ---------- INDIVIDUAL TRANSACTIONS U.S. Bank * Money Market Fund, interest rates and due dates variable 1 - $28,517,590 $ - U.S. Bank * Money Market Fund, interest rates and due dates variable - 1 - 28,350,845 U.S. Bank * Money Market Fund, interest rates and due dates variable 1 - 22,242,762 - U.S. Bank * Money Market Fund, interest rates and due dates variable - 1 - 22,242,762 SEI Financial Services SEI Daily Income Trust - Prime Company Obligation Portfolio, interest rates and due dates variable 1 - 11,029,882 - U.S. Bank * Money Market Fund, interest rates and due dates variable 1 - 11,029,882 - SEI Financial Services SEI Daily Income Trust - Prime Company Obligation Portfolio, Interest rates and due dates variable - 1 - 11,400,000 U.S. Bank * Money Market Fund, interest rates and due dates variable - 1 - 11,029,882 U.S. Trust Company * U.S. Trust Preservation Fund - 1 - 11,038,335 Current Value Current Value of Purchased of Sold Cost of Cost of Assets on Assets on Net Gain Identity of Party Assets Assets Transaction Transaction or Involved Purchased Sold Date Date (Loss) - ----------------------- ----------- --------- --------------- --------------- ---------- INDIVIDUAL TRANSACTIONS U.S. Bank * $28,517,590 $ - $28,517,590 $ - $ - U.S. Bank * - 28,350,845 - 28,350,845 - U.S. Bank * 22,242,762 - 22,242,762 - - U.S. Bank * - 22,242,762 - 22,242,762 - SEI Financial Services Company 11,029,882 - 11,029,882 - - U.S. Bank * 11,029,882 - 11,029,882 - - SEI Financial Services Company - 11,400,080 - 11,400,000 - U.S. Bank * - 11,029,882 - 11,029,882 - U.S. Trust Company * - 8,263,682 - 11,029,335 2,774,653 * Known party-in-interest