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, 1997 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 22, 1998 /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 May 1, 1998, included in this Form 11-K for the year ended December 31, 1997, into the Company's previously filed Registration Statement on Form S-8 (33-21870). /s/ ARTHUR ANDERSEN LLP Boise, Idaho June 22, 1998 TJ INTERNATIONAL, INC. INVESTMENT PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH AUDITORS' REPORT [LETTERHEAD OF ARTHUR ANDERSEN LLP] 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 by fund of the TJ International, Inc. Investment Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits by fund 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, 1997 and 1996, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplemental Schedules 1 and 2 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's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits by fund and the statement of changes in net assets available for benefits by fund is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information 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 May 1, 1998 TJ INTERNATIONAL, INC. 1 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1997 AND 1996 PARTICIPANT DIRECTED ------------------------------------------ Spartan U.S. Managed Equity Income Puritan Index AS OF DECEMBER 31, 1997 Fund Fund Fund - ----------------------- -------------------------------- ASSETS Investments, at fair $15,633,091 $31,799,704 $12,145,399 value Investment, at 2,730,097 - - contract value Cash and cash 1,024,721 - - equivalents Employer contributions 489,831 793,271 374,941 receivable Participant loans - - - ----------- ----------- ----------- 19,877,740 32,592,975 12,520,340 ----------- ----------- ----------- LIABILITIES ESOP loan - - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $19,877,740 $32,592,975 $12,520,340 ----------- ----------- ----------- ----------- ----------- ----------- Spartan U.S. Managed Equity Income Puritan Index AS OF DECEMBER 31, 1996 Fund Fund Fund - ------------------------ ------------------------------------- ASSETS Investments, at $12,655,150 $25,962,196 $ 7,327,461 fair value Investments, at 4,865,233 - - contract value Cash and cash 479,113 - - equivalents Employer contributions 214,283 346,940 135,155 receivable Participant loan - - - ----------- ----------- ----------- 18,213,779 26,309,136 7,462,616 ----------- ----------- ----------- LIABILITIES ESOP loan - - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,213,779 $26,309,136 $7,462,616 ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 2 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1997 AND 1996 PARTICIPANT DIRECTED ---------------------------- TJ Value Magellan Common AS OF DECEMBER 31, 1997 Fund Fund Stock Fund - ----------------------- ---------------------------------------- ASSETS Investments, at fair $25,090,691 $14,508,580 $25,990,629 value Investment, at - - - contract value Cash and cash - - 85,794 equivalents Employer contributions 581,043 581,405 426,010 receivable Participant loans - - - ----------- ----------- ----------- 25,671,734 15,089,985 26,502,433 LIABILITIES ESOP loan - - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $25,671,734 $15,089,985 $26,502,433 ----------- ----------- ----------- ----------- ----------- ----------- TJ Value Magellan Common AS OF DECEMBER 31, 1996 Fund Fund Stock Fund - ----------------------- ----------------------------------------- ASSETS Investments, at fair $19,594,839 $10,572,653 $21,342,902 value Investments, at - - - contract value Cash and cash - - 158,038 equivalents Employer contributions 254,658 252,367 194,850 receivable Participant loans - - - ----------- ----------- ----------- 19,849,497 10,825,020 21,695,790 ----------- ----------- ----------- LIABILITIES ESOP loan - - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 19,849,497 $10,825,020 $21,695,790 ---------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 3 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1997 AND 1996 PARTICIPANT DIRECTED ---------- ---------- ESOP Participant Common AS OF DECEMBER 31, 1997 Loans Stock Fund - ----------------------- ------------------------- ASSETS Investments, at fair value $ - $15,517,820 Investment, at contract value - - Cash and cash equivalents - 133,975 Employer contributions receivable - - Participant loans 2,797,352 - ----------- ----------- 2,797,352 15,651,795 ----------- ----------- LIABILITIES ESOP loan - - ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,797,352 $15,651,795 ----------- ----------- ----------- ----------- ESOP Participant Common AS OF DECEMBER 31, 1996 Loans Stock Fund - ----------------------- ------------------------ ASSETS Investments, at fair value $ - $15,442,568 Investments, at contract value - - Cash and cash equivalents - 157,622 Employer contributions receivable - - Participant loans 2,923,984 - ----------- ----------- 2,923,984 15,600,190 ----------- ----------- LIABILITIES ESOP loan - - ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,923,984 $15,600,190 ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 4 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND AS OF DECEMBER 31, 1997 AND 1996 Allocated Unallocated --------- ----------- ESOP ESOP Preferred Preferred AS OF DECEMBER 31, 1997 Stock Fund Stock Fund Total Plan - ----------------------- ---------- ---------- ---------- ASSETS Investments, at $11,053,353 $16,666,326 $168,405,593 fair value Investment, at - - 2,730,097 contract value Cash and cash 86,220 - 1,330,710 equivalents Employer contributions 1,000,000 - 4,246,501 receivable Participant loans - - 2,797,352 ----------- ----------- ------------ 12,139,573 16,666,326 179,510,253 ----------- ----------- ------------ LIABILITIES ESOP loan - 10,336,598 10,336,598 ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $12,139,573 $ 6,329,728 $169,173,655 ----------- ----------- ------------ ----------- ----------- ------------ ESOP ESOP Preferred Preferred AS OF DECEMBER 31, 1996 Stock Fund Stock Fund Total Plan - ----------------------- ---------- ---------- ---------- ASSETS Investments, at fair $ 8,541,825 $17,519,442 $138,959,036 value Investments, at - - 4,865,233 contract value Cash and cash 56,031 - 850,804 equivalents Employer contributions 1,077,947 - 2,476,200 receivable Participant loans - - 2,923,984 ----------- ------------ ------------ 9,675,803 17,519,442 150,075,257 ----------- ------------ ------------ LIABILITIES ESOP loan - 11,678,308 11,678,308 ----------- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,675,803 $ 5,841,134 $138,396,949 ----------- ----------- ------------ ----------- ----------- ------------ The accompanying notes and Supplemental Schedules are an integral part of these financial statements. TJ INTERNATIONAL, INC. 1 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 PARTICIPANT DIRECTED ------------------------------------------ - - Managed Spartan FOR THE YEAR ENDED Income Puritan U.S. Equity DECEMBER 31, 1997 Fund Fund Index Fund - ----------------------------------------------------------------- Investment Income: Interest Income $ 1,168,489 $ 1,580,344 $ 141,258 Dividend Income - 1,057,475 135,081 Net appreciation (depreciation) in fair value of assets - 3,322,830 2,409,149 Contributions: Employee 1,041,045 1,523,169 895,669 Employer 489,831 793,271 374,941 Plan benefit claims distributions during the year (1,469,446) (1,721,488) (423,598) Interest expense on ESOP loan - - - Administrative fees and other (20,870) (8,142) (2,863) Loans initiated, net of repayments and (71,343) 33,777 44,592 interest Transfer among funds, net 526,255 (297,397) 1,483,495 ----------- ----------- ----------- Net increase (decrease) during the year 1,663,961 6,283,839 5,057,724 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 18,213,779 26,309,136 7,462,616 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of $19,877,740 $32,592,975 $12,520,340 year ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 2 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 PARTICIPANT DIRECTED ---------------------------------------- FOR THE YEAR ENDED Value Magellan TJ Common DECEMBER 31, 1997 Fund Fund Stock Fund - ----------------------------------------------------------------- Investment Income: Interest Income $ 3,263,393 $ 781,511 $ 227,177 Dividend Income 192,921 175,533 229,832 Net appreciation (depreciation) in fair value of assets 822,247 1,972,196 2,210,562 Contributions: Employee 1,465,521 1,432,823 1,119,479 Employer 581,043 581,405 4,050,262 Plan benefit claims distributions during the year (1,297,261) (438,315) (993,104) Interest expense on ESOP loan - - - Administrative fees and other (2,210) (1,345) (30,387) Loans initiated, net of repayments and (33,591) 40,804 (171,580) interest Transfer among funds, net 830,174 (279,647) (1,835,598) ----------- ------------ ----------- Net increase (decrease) during the year 5,822,237 4,264,965 4,806,643 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 19,849,497 10,825,020 21,695,790 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of $25,671,734 $15,089,985 $26,502,433 year ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 3 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 PARTICIPANT DIRECTED ALLOCATED - ------------------------------------ ESOP FOR THE YEAR ENDED Participant ESOP Common Preferred DECEMBER 31, 1997 Loans Stock Fund Stock Fund Investment Income: Interest Income $ - $ 107,332 $ - Dividend Income - 141,819 385,693 Net appreciation (depreciation) in fair value of assets - 819,885 (415,932) Contributions: Employee - - - Employer - - 1,000,000 Plan benefit claims distributions during the year (283,973) (556,013) (347,230) Interest expense on ESOP loan - - - Administrative fees and other - (20,856) (9,235) Loans initiated, net of repayments and 157,341 - - interest Transfer among funds, net - (440,562) 1,850,474 ----------- ------------ ----------- Net increase (decrease) during the year (126,632) 51,605 2,463,770 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,923,984 15,600,190 9,675,803 ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of $ 2,797,352 $15,651,795 $12,139,573 year ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 4 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 UNALLOCATED ------------ ESOP FOR THE YEAR ENDED Preferred DECEMBER 31, 1997 Stock Fund Total Plan - ----------------------------------------------------------------- Investment Income: Interest Income $ - $ 7,269,504 Dividend Income 843,151 3,161,505 Net appreciation (depreciation) in fair value of assets 2,447,719 13,588,656 Contributions: Employee - 7,477,706 Employer - 7,870,753 Plan benefit claims distributions during the year - (7,530,428) Interest expense on ESOP loan (965,082) (965,082) Administrative fees and other - (95,908) Loans initiated, net of repayments and interest - - Transfer among funds, net (1,837,194) - ----------- ------------ Net increase (decrease) during the year 488,594 30,776,706 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 5,841,134 138,396,949 ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of $ 6,329,728 $169,173,655 year ----------- ------------ ----------- ------------ The accompanying notes and supplemental Schedules are an integral part of these financial statements. TJ INTERNATIONAL, INC. 1 of 5 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1996 PARTICIPANT DIRECTED ------------------------------------------ Investment FOR THE YEAR ENDED Contract Balanced Diversified DECEMBER 31, 1996 Fund Fund Stock Fund - ------------------ ------------------------------------------ Investment Income: Interest income $ 305,073 $ 25,179 $ 12,881 (expense) Dividend income - - - Net appreciation in fair value of assets - 522,380 1,142,778 Contributions: Employee 385,704 515,968 515,197 Employer 178,285 228,525 213,414 Plan benefit claims distributions during the year (670,981) (1,185,395) (711,153) Interest expense on ESOP loan - - - Administrative fees and (18,600) (49,768) (38,338) other Loans initiated, net of repayments and interest (32,539) (46,791) (4,411) Transfer among funds,net (18,525,316) (28,354,778) (22,542,135) Plan mergers and transfers 97,882 54,708 28,390 ------------ ------------ ------------ Net increase (decrease) during the year (18,280,492) (28,289,972) (21,383,377) 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 ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 2 of 5 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1996 PARTICIPANT DIRECTED --------------------------------------- Spartan U.S. Managed Equity FOR THE YEAR ENDED Income Puritan Index DECEMBER 31, 1996 Fund Fund Fund - ------------------ -------------------------------------- Investment Income: Interest income $ 789,940 $ 57,733 $ 14,199 (expense) Dividend income - 752,964 106,037 Net appreciation in fair value of assets - 1,477,007 586,848 Contributions: Employee 656,707 1,052,496 409,842 Employer 214,283 346,940 135,155 Plan benefit claims distributions during the year (510,622) (749,316) (72,204) Interest expense on ESOP loan - - - Administrative fees and (8,701) (2,972) (874) other Loans initiated, net of repayments and interest (99,114) (30,238) (1,944) Transfer among funds,net 17,030,482 23,409,724 6,210,464 Plan mergers and transfers 140,804 (5,202) 75,093 ----------- ----------- ----------- Net increase (decrease) during the year 18,213,779 26,309,136 7,462,616 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of $18,213,779 $26,309,136 $ 7,462,616 year ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 3 of 5 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1996 PARTICIPANT DIRECTED ----------------------------------------- TJ FOR THE YEAR ENDED Value Magellan Common DECEMBER 31, 1996 Fund Fund Stock Fund - ------------------ ----------------------------------------- Investment Income: Interest income $ 33,998 $ 24,222 $ 51,168 (expense) Dividend income 201,499 78,656 206,959 Net appreciation in fair value of assets 1,709,508 794,225 5,018,577 Contributions: Employee 913,185 881,396 1,091,842 Employer 254,658 252,367 2,669,709 Plan benefit claims distributions during the year (544,718) (272,024) (691,972) Interest expense on ESOP loan - - - Administrative fees (1,196) (591) (13,734) and other Loans initiated, net of repayments and interest (43,264) (74,537) (154,204) Transfer among funds,net 17,329,577 9,071,462 (3,427,776) Plan mergers and transfers (3,750) 69,844 188,458 ----------- ----------- ------------ Net increase (decrease) during the year 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 $19,849,497 $10,825,020 $21,695,790 of year ----------- ----------- ------------ ----------- ----------- ------------ TJ INTERNATIONAL, INC. 4 of 5 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1996 PARTICIPANT DIRECTED ALLOCATED ------------ --------- ESOP FOR THE YEAR ENDED Participant ESOP Common Preferred DECEMBER 31, 1996 Loans Stock Fund Stock Fund - ------------------ ---------------------------------------- Investment Income: Interest income $ - $ (6,690) $ (572) (expense) Dividend income - 111,644 309,629 Net appreciation in fair value of assets - 4,072,156 1,562,429 Contributions: Employee - - - Employer - - 1,077,947 Plan benefit claims distributions during the year (157,477) (288,483) (130,177) Interest expense on ESOP loan - - - Administrative fees and 55 (10,463) (4,440) other Loans initiated, net of repayments and interest 487,042 - - Transfer among funds, net - (143,980) 1,832,769 Plan mergers and transfers - 11,866,006 5,028,218 ----------- ----------- ----------- Net increase (decrease) during the year 329,620 15,600,190 9,675,803 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,594,364 - - ----------- ----------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end $2,923,984 $15,600,190 $9,675,803 of year ----------- ----------- ----------- ----------- ----------- ----------- TJ INTERNATIONAL, INC. 5 of 5 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1996 UNALLOCATED ----------- FOR THE YEAR ENDED ESOP Preferred DECEMBER 31, 1996 Stock Fund Total Plan - ------------------- -------------- ---------- Investment Income: Interest income (expense) $ - $ 1,307,131 Dividend income 934,893 2,702,281 Net appreciation in fair value of assets 4,982,814 21,868,722 Contributions: Employee - 6,422,337 Employer - 5,571,283 Plan benefit claims distributions during the year - (5,984,522) Interest expense on ESOP loan (1,081,468) (1,081,468) Administrative fees and other - (149,622) Loans initiated, net of repayments and interest - - Transfer among funds, net (1,890,493) - Plan mergers and transfers 2,895,388 20,435,839 ----------- ----------- Net increase (decrease) during the year 5,841,134 51,091,981 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year - 87,304,968 ------------ ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $5,841,134 $138,396,949 ----------- ------------ ----------- ------------ The accompanying notes and Supplemental Schedules are an integral part of these financial statements. TJ INTERNATIONAL, INC. INVESTMENT PLAN NOTES TO THE FINANCIAL STATEMENTS 1. PLAN DESCRIPTION: The following description of the TJ International, Inc. (the "Company") Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan sponsored by the Company. The Plan is administered by an Administrative Committee (the "Committee") appointed by the Company's Board of Directors. The Plan obtained its latest determination letter on June 13, 1997, in which the Internal Revenue Service (IRS) stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Company believes 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 from 2% to 15% of participant's eligible compensation, limited to a maximum contribution as set by the IRS. - - A Company matching contribution account consisting of the Company matching 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 forfeiture reallocation are subject to vesting provisions of the Plan as described in Note 5. 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. 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 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 $3,246,500 and $1,398,253 for 1997 and 1996, respectively. This general profit sharing contribution is invested based on the participant's elective contribution. - - The Company did not make an ESOP Common profit sharing contribution for 1997 and 1996. - - The Company made ESOP Preferred profit sharing contributions, based on principal loan payments, of $1,000,000 and $1,077,947 for 1997 and 1996, respectively. The principal payments include additional amounts resulting in the excess of preferred dividends over interest expense. As of December 31, 1997 and 1996, the Plan consisted of approximately 2,801 and 2,445 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, -------------------- 1997 1996 -------- --------- Managed Income Fund 1,429 1,370 Puritan Fund 1,648 1,470 Spartan U.S. Equity Index Fund 1,021 741 Value Fund 1,584 1,410 Magellan Fund 1,263 1,003 TJ Common Stock Fund 2,601 2,257 ESOP Common Stock Fund 2,246 1,826 ESOP Preferred Stock Fund 2,220 1,823 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 balance 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 participant directed fund accounts a minimum of $2,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance, excluding Company contributions. A participant's outstanding loan balance is reported in the Participant loans balance on the statement of net assets available for plan benefits. 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"). Fidelity also provides investment management, asset custodianship and recordkeeping services. 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. SIGNIFICANT ACCOUNTING POLICIES: BASIS OF ACCOUNTING The financial statements of the Plan are prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Profit sharing contributions from the Company are recorded in conformity with the Company's funding policy and were received subsequent to year-end. INVESTMENT VALUATION AND INCOME RECOGNITION Assets of the Plan are valued at fair value, except for the individual insurance contracts within the Managed Income Fund, which are valued at contract value at December 31, 1997 and 1996, 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. The investment funds 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. 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. Certain reclassifications were made, none of which affected net assets available for plan benefits, to conform prior years' information to the current year's presentation. 3. INVESTMENTS: The following is a brief description of the investment funds: Investment Contract Fund, Balanced Fund, and Diversified Stock Fund are funds, effective April 1, 1996, that are no longer available due to Fidelity Investments becoming the Investment Manager. - - 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 the Trustee. - - 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 bonds, including lower-quality, high-yield debt securities. Dividend amounts will vary. The Fund's share price and return will fluctuate. - - Spartan 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. - - 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. - - 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 eligible Associates to become stockholders and part owners of the Company and allows eligible Associates 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 that allows the fund to handle exchanges, withdrawals and distributions. 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 eligible Associates to become a stockholder and part owner of the Company and allow eligible Associates to participate in the Company's financial future. These funds are not mutual funds and are unmanaged, non-diversified investments. At December 31, 1997 and 1996, the Managed Income Fund invested in insurance contracts with stated interest rates ranging from 7.00% to 7.92%. The effective yields during these periods were 6.23% and 6.07% for 1997 and 1996, respectively. At December 31, 1997 and 1996, the fair value of the Managed Income Fund was $19,327,781 and $18,091,748, respectively. 4. CONVERTIBLE PREFERRED STOCK AND ESOP LOAN: On September 21, 1990, the former TJ International, Inc. Employee Stock Ownership Plan (the "ESOP") 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 Plan. Upon redemption by the Company, the shares of Preferred Stock are 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 is paid. Below is the detail of the allocation of share balances in the ESOP Preferred Stock Fund as of December 31, 1997: Historical Fair Shares Cost Market Value --------- ----------- ------------ Unallocated 689,760 $ 8,147,790 $16,666,326 Allocated 457,459 5,403,734 11,053,353 Retired 122,623 1,448,485 2,962,878 --------- ----------- ----------- Total 1,269,842 $15,000,009 $30,682,557 ---------------------- ----------- --------- ----------- ----------- 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. For 1997 and 1996, principal payments of $1,341,709 and $1,594,468 were paid on the ESOP loan. 5. 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 forfeitures, totaling $393,079 and $467,000 in 1997 and 1996, respectively, are allocated to the remaining participants in the Plan. In addition, the Plan had $41,833 and $70,955 of unallocated forfeitures as of December 31, 1997 and 1996, 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. 6. ESOP DIVERSIFICATION: In compliance with the Tax Reform Act of 1986, the Company's ESOP participants age 55 or older and with at least ten years of ESOP participation have the opportunity to diversify their investment from ESOP stock funds 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 $625,894 and $558,915 in 1997 and 1996, respectively, from the ESOP funds to the participant directed investment options. SUPPLEMENTAL SCHEDULE 1 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 - ----------------------------------------------------------------- CONTRACT FAIR IDENTITY OF DESCRIPTION OF VALUE VALUE ISSUE INVESTMENT - ----------------------------------------------------------------- MANAGED INCOME FUND: Fidelity Fidelity Institutional $ 1,024,721 $ 1,024,721 Investments* Money Market account ----------- ----------- ----------- ----------- First Guaranteed investment Allmerica contract number Financial GA-92175-A 02, 7.55% Life rate of return, December 28, 1998 maturity date $ 614,863 $ 593,903 New York Life Guaranteed investment contract number GA-30214-2, 7.00% rate of return, August 28, 1998 maturity date 418,306 414,951 New York Life Guaranteed investment contract number GA-30214-3, 7.00% rate of return, August 27, 1999 maturity date 418,306 408,672 Principal Guaranteed investment Mutual contract number GA4- 14925, 7.92% rate of return, December 9, 1999 maturity date 1,278,622 1,252,443 Fidelity Fidelity Income Portfolio Investments* Fund 15,633,091 participation units, interest rates and due dates variable 15,633,091 15,633,091 ----------- ----------- Total Managed Income Fund investments $18,363,188 $18,303,060 ----------- ---------- ----------- ---------- * Known party-in-interest The accompanying notes are an integral part of these schedules. SUPPLEMENTAL SCHEDULE 1 (CONTINUED) TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 - ----------------------------------------------------------------- IDENTITY OF DESCRIPTION OF FAIR ISSUE INVESTMENT COST VALUE - ----------------------------------------------------------------- FIDELITY INVESTMENTS*: Cash Equivalents $ 305,989 $ 305,989 ----------- ----------- ----------- ----------- Puritan Fund, 1,640,852 $29,222,489 $31,799,704 participation units ----------- ----------- ----------- ----------- Spartan U.S. Equity $ 9,434,386 $12,145,399 Index Fund, 347,210 participation ----------- ----------- units ----------- ----------- Value Fund, 464,298 $24,990,977 $25,090,691 participation units ----------- ----------- ----------- ----------- Magellan Fund, 152,289 $12,059,969 $14,508,580 participation units ----------- ----------- ----------- ----------- T.J. INTERNATIONAL, INC.*: TJ Common Stock $20,827,870 $25,990,629 Fund, 1,050,122 shares ----------- ----------- common stock ----------- ----------- ESOP - Common Stock $ 4,491,107 $15,517,820 Fund, 627,017 shares ----------- ----------- common stock ----------- ----------- ESOP - Preferred Stock Fund, 1,147,219 shares $13,551,532 $27,719,679 convertible preferred ----------- ----------- stock ----------- ----------- * Known party-in-interest The accompanying notes are an integral part of these schedules. TJ INTERNATIONAL, INC. 1 of 3 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 - ----------------------------------------------------------------- Description of Assets, Number of Number of Identity of Interest Rate and Purchase Sales Party Involved Maturity Date Transactions Transactions - ----------------------------------------------------------------- SERIES OF TRANSACTIONS Fidelity Institutional Management Money Market ** 171 156 Trust Company* Fidelity Income Portfolio Investments* Fund **, interest rates and maturity dates variable 171 156 Fidelity Puritan Fund ** 192 137 Investments* Fidelity Spartan U.S. Equity Investments* Index Fund ** 193 110 Fidelity Value Fund ** 205 139 Investments* TJ TJ Common Stock Fund ** 233 205 International Inc.* * Known party-in-interest ** There were no category 1, 2, or 4 transactions during 1997 TJ INTERNATIONAL, INC. 2 of 3 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 - ----------------------------------------------------------------- Total Total Identity Dollar Dollar Cost of Cost of of Party Value of Value of Assets Assets Involved Purchases Sales Purchased Sold - ----------------------------------------------------------------- SERIES OF TRANSACTIONS Fidelity $ 9,915,800 $ 7,722,875 $ 9,915,800 $7,722,875 Management Trust Company* Fidelity 23,101,733 22,589,755 23,101,733 22,589,755 Investments* Fidelity 7,016,181 4,501,503 7,016,181 4,242,179 Investments* Fidelity 4,750,569 2,341,779 4,750,569 2,086,367 Investments* Fidelity 8,481,215 3,807,609 8,481,215 3,626,369 Investments* TJ 16,217,367 14,053,517 16,217,367 12,332,249 International, Inc.* * Known party-in-interest ** There were no category 1, 2, or 4 transactions during 1997 TJ INTERNATIONAL, INC. 3 of 3 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 - ----------------------------------------------------------------- Fair Value of Fair Value of Identity Purchased Assets Sold Assets of Party on Transaction on Transaction Involved Date Date Net Gain - ----------------------------------------------------------------- SERIES OF TRANSACTIONS Fidelity $ 9,915,800 $ 7,722,875 $ - Management Trust Company* Fidelity 23,101,733 22,589,755 - Investments* Fidelity 7,016,181 4,501,503 259,324 Investments* Fidelity 4,750,569 2,341,779 255,412 Investments* Fidelity 8,481,215 3,807,609 181,240 Investments* TJ 16,217,367 14,053,517 1,721,268 International, Inc.* * Known party-in-interest ** There were no category 1, 2, or 4 transactions during 1997 The accompanying notes are an integral part of these schedules.