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 For the fiscal year ended December 31, 1998 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 18, 1999 /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 24, 1999, included in this Form 11-K for the year ended December 31, 1998, into the Company's previously filed Registration Statement on Form S-8 (33-21870). /s/ ARTHUR ANDERSEN LLP Boise, Idaho June 18, 1999 TJ INTERNATIONAL, INC. INVESTMENT PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 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 by fund of the TJ International, Inc. Investment Plan (the Plan) as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan benefits by fund for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan'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 by fund of the Plan as of December 31, 1998 and 1997, and the changes in net assets available for plan benefits by fund 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 of assets held for investment purposes and reportable transactions 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 statements of net assets available for benefits by fund and the statements 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 audits 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. Boise, Idaho May 24, 1999 RESERVED FOR SUPPLEMENTAL SCHEDULE 1 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 RESERVED FOR SUPPLEMENTAL SCHEDULE 2 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1998 RESERVED FOR SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 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 operates in accordance with the Internal Revenue Code. Participant Accounts - -------------------- Substantially all eligible associates 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 up 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 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 100% 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 began being 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 $4,054,100 and $3,246,500 for 1998 and 1997, respectively. This general profit sharing contribution is invested based on the participant's elective contribution. * The Company did not make an ESOP Common Stock profit sharing contribution for 1998 and 1997. * The Company made ESOP Preferred Stock profit sharing contributions, based on principal loan payments, of $614,510 and $1,000,000 for 1998 and 1997, respectively. The principal payments include additional amounts resulting in the excess of preferred dividends over interest expense. As of December 31, 1998 and 1997, the Plan consisted of approximately 3,206 and 2,801 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, -------------- 1998 1997 ---- ---- Managed Income Fund 1,505 1,429 Puritan Fund 1,852 1,648 Spartan U.S. Equity Index Fund 1,386 1,021 Value Fund 1,696 1,584 Magellan Fund 1,648 1,263 TJ Common Stock Fund 2,968 2,601 ESOP Common Stock Fund 2,579 2,246 ESOP Preferred Stock Fund 2,547 2,220 Benefit Payments - ---------------- On termination of employment for account balances equal to $5,000 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 $5,000, 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 fund on the statements of net assets available for plan benefits by 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% 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, 1998 and 1997, 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. 3. INVESTMENTS: ------------ The following is a brief description of the investment funds: * 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. At December 31, 1998 and 1997, 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 6.11% and 6.23% for 1998 and 1997, respectively. At December 31, 1998 and 1997, the fair value of the individual insurance contracts which are presented at contract value was $1,826,460 and $2,669,969, respectively. * 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 allow 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 stockholders and part owners 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. 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, 1998 and 1997, respectively: Historical Fair 1998 Shares Cost Market Value - ---- ------ ---- ------------ Unallocated 610,284 $ 7,208,980 $15,135,043 Allocated 514,564 6,078,287 12,761,187 Retired 144,994 1,712,742 3,595,851 --------- ----------- ----------- Total 1,269,842 $15,000,009 $31,492,081 ========= =========== =========== Historical Fair 1997 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 1998 and 1997, principal payments of $1,357,850 and $1,341,709 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. Total forfeitures were immaterial in 1998 and 1997. 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 $572,595 and $625,894 in 1998 and 1997, respectively, from the ESOP funds to the participant directed investment options. 7. RELATED PARTY TRANSACTIONS: --------------------------- Fidelity acts as the Trustee and Investment Manager as defined in Note 1. Transactions conducted by Fidelity include detailed maintenance of individual participants' accounts. This maintenance involves allocation of contributions and earnings, computation and payment of withdrawals, and reporting of account activity to participants and to the Company. These transactions qualify as party-in-interest transactions. Participants elected to contribute to the TJ Common Stock Fund. Employer discretionary contributions to the Plan were made in TJ International preferred stock (ESOP Preferred Stock Fund). These transactions qualify as party-in-interest transactions. 8. SUBSEQUENT EVENTS: ------------------ Effective January 1, 1999, the Plan was amended to change the vesting schedule in Company contributions. Pursuant to the amendment, participants will be immediately 100% vested in the Company matching contributions. Participants will become vested in Company profit sharing contributions, as follows: Completed Years 5 or Of Vesting Service More 4 3 2 1 - ------------------ ------------------------------ Vested Percentage 100% 80% 60% 40% 20% TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Contract Fair Identity of Issue Description of InvestmentValue Value - ------------------------------------------------------------------------------ Managed Income Fund: Fidelity Investments*Fidelity Institutional Money Market account $ 913,080$ 913,080 ====================== New York Life Guaranteed investment contract number GA-30214-3, 7.00% rate of return, August 27, 1999 maturity date $ 447,587$ 446,515 Principal Mutual Guaranteed investment contract number GA4-14925, 7.92% rate of return, December 9, 1999 maturity date 1,379,889 1,379,945 Fidelity Investments*Fidelity Income Portfolio Fund 24,321,513 participation units, interest rates and due dates variable 24,321,513 24,321,513 ----------- ----------- Total Managed Income Fund investments $26,148,989$26,147,973 =========== =========== *Known party-in-interest The accompanying notes are an integral part of these schedules. TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Fair Identity of Issue Description of InvestmentCost Value - ------------------------------------------------------------------------------ Fidelity Investments*:Cash Equivalents $ (234,414)$ (234,414) ====================== Puritan Fund, 1,683,884 participation units $30,498,575$33,795,551 ====================== Spartan U.S. Equity Index Fund, 417,762 participation units $12,833,634$18,364,816 ====================== Value Fund, 460,991 participation units $24,267,122$21,366,939 ====================== Magellan Fund, 197,131 participation units $17,315,640$23,817,322 ====================== TJ International, Inc.*: TJ Common Stock Fund, 1,218,511 shares common stock$25,631,015$31,300,507 ====================== ESOP - Common Stock Fund, 584,227 shares common stock$ 4,404,936$15,007,325 ====================== ESOP - Preferred Stock Fund, 1,124,848 shares convertible preferred stock $13,287,267$27,896,229 ====================== Participant Loans*: Participant Loans, maturing through 2003, 9-10% $ 2,569,953$ 2,569,953 ====================== *Known party-in-interest The accompanying notes are an integral part of these schedules. RESERVED FOR SUPPLEMENTAL SCHEDULE 4 TJ INTERNATIONAL, INC. EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS FOR THE YEAR ENDED DECEMBER 31, 1998 SUPPLEMENTAL SCHEDULE 1 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, 1998 AND 1997 Participant Directed ------------------------------------ Managed Spartan U.S. Income Puritan Equity As of December 31, 1998 Fund Fund Index Fund - ----------------------- ------------------------------------ ASSETS Investments, at fair value $24,321,513$33,795,551$18,364,816 Investment, at contract value 1,827,476 -- -- Cash and cash equivalents 913,080 -- -- Employer contributions receivable 608,793 871,002 589,038 Participant loans -- -- -- ---------------------------------- 27,670,862 34,666,553 18,953,854 ---------------------------------- LIABILITIES ESOP loan -- -- -- ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS$27,670,862$34,666,553$18,953,854 ================================== Managed Spartan U.S. Income Puritan Equity As of December 31, 1997 Fund Fund Index Fund - ----------------------- ------------------------------------ ASSETS Investments, at fair value $15,633,091$31,799,704$12,145,399 Investment, at contract value 2,730,097 -- -- Cash and cash equivalents 1,024,721 -- -- Employer contributions receivable 489,831 793,271 374,941 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 ================================== 2 of 4 Participant Directed ------------------------------------ Value Magellan TJ Common As of December 31, 1998 Fund Fund Stock Fund - ----------------------- ------------------------------------ ASSETS Investments, at fair value $21,366,939$23,817,322$31,300,507 Investment, at contract value -- -- -- Cash and cash equivalents -- -- (471,978) Employer contributions receivable 625,046 842,451 517,770 Participant loans -- -- -- ---------------------------------- 21,991,985 24,659,773 31,346,299 ---------------------------------- LIABILITIES ESOP loan -- -- -- ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS$21,991,985$24,659,773$31,346,299 ================================== Value Magellan TJ Common As of December 31, 1997 Fund Fund Stock Fund - ----------------------- ------------------------------------ ASSETS Investments, at fair value $25,090,691$14,508,580$25,990,629 Investment, at contract value -- -- -- Cash and cash equivalents -- -- 85,794 Employer contributions receivable 581,043 581,405 426,010 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 ================================== 3 of 4 Participant Directed -------------------- ESOP Participant Common As of December 31, 1998 Loans Stock Fund - ----------------------- ------------------------------------ ASSETS Investments, at fair value $ -- $15,007,325 Investment, at contract value -- -- Cash and cash equivalents -- 138,634 Employer contributions receivable -- -- Participant loans 2,569,953 -- ----------- ------------ 2,569,953 15,145,959 ----------- ------------ LIABILITIES ESOP loan -- -- ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS$ 2,569,953 $15,145,959 =========== ============ 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 =========== ============ 4 of 4 Allocated Unallocated ------------------------------------ ESOP ESOP Preferred Preferred As of December 31, 1998 Stock FundStock FundTotal Plan - ----------------------- ------------------------------------ ASSETS Investments, at fair value $12,761,186$15,135,043$195,870,202 Investment, at contract value -- -- 1,827,476 Cash and cash equivalents 98,930 -- 678,666 Employer contributions receivable 614,510 -- 4,668,610 Participant loans -- -- 2,569,953 ---------------------------------- 13,474,626 15,135,043 205,614,907 ---------------------------------- LIABILITIES ESOP loan -- 8,978,749 8,978,749 ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS$13,474,626$ 6,156,294$196,636,158 ================================== Allocated Unallocated ------------------------------------ ESOP ESOP Preferred Preferred As of December 31, 1997 Stock FundStock FundTotal Plan - ----------------------- ------------------------------------ ASSETS Investments, at fair value $11,053,353$16,666,326$168,405,593 Investment, at contract value -- -- 2,730,097 Cash and cash equivalents 86,220 -- 1,330,710 Employer contributions receivable 1,000,000 -- 4,246,501 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 ================================== The accompanying notes and Supplemental Schedules are an integral part of these financial statements. SUPPLEMENTAL SCHEDULE 2 TJ INTERNATIONAL, INC. 1 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1998 Participant Directed ------------------------------------ Managed Spartan U.S. Income Puritan Equity For the Year Ended December 31, 1998 Fund Fund Index Fund - ------------------------------------------------------------------------ Investment income: Interest income $ 1,345,760$ 2,535,840$ 155,241 Dividend income -- 1,105,177 214,204 Net appreciation (depreciation) in fair value of assets -- 1,481,077 3,495,506 Contributions: Employee 1,162,482 1,758,139 1,258,725 Employer 608,792 871,002 589,038 Plan benefit claims distributions during the year (1,406,812) (2,209,398) (611,456) Interest expense on ESOP loan -- -- -- Administrative fees and other (22,051) (10,893) (4,531) Loans initiated, net of repayments and interest (73,534) 58,844 37,852 Transfer among funds, net 6,178,485 (3,516,210) 1,298,935 ---------------------------------- Net increase (decrease) during the year 7,793,122 2,073,578 6,433,514 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 19,877,740 32,592,975 12,520,340 ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $27,670,862$34,666,553$18,953,854 ================================= 2 of 4 Participant Directed ------------------------------------ Value Magellan TJ Common For the Year Ended December 31, 1998 Fund Fund Stock Fund - ------------------------------------------------------------------------ Investment income: Interest income $ 2,875,809$ 955,519$ 286,479 Dividend income 219,324 122,212 249,081 Net appreciation (depreciation) in fair value of assets (3,120,561) 4,409,150 925,616 Contributions: Employee 1,589,729 1,750,061 1,134,596 Employer 625,046 842,450 4,518,548 Plan benefit claims distributions during the year (1,576,171) (610,043) (1,059,131) Interest expense on ESOP loan -- -- -- Administrative fees and other (2,281) (1,808) (25,118) Loans initiated, net of repayments and interest 53,554 (20,429) (19,112) Transfer among funds, net (4,344,198) 2,122,676 (1,167,093) ---------------------------------- Net increase (decrease) during the year (3,679,749) 9,569,788 4,843,866 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 25,671,734 15,089,985 26,502,433 ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $21,991,985$24,659,773$31,346,299 ================================= 3 of 4 Participant Directed -------------------- ESOP Participant Common For the Year Ended December 31, 1998 Loans Stock Fund - ------------------------------------------------------------------------ Investment income: Interest income $ -- $ 134,811 Dividend income -- 132,673 Net appreciation (depreciation) in fair value of assets -- 478,397 Contributions: Employee -- -- Employer -- -- Plan benefit claims distributions during the year (190,224) (721,153) Interest expense on ESOP loan -- -- Administrative fees and other -- (14,721) Loans initiated, net of repayments and interest (37,175) -- Transfer among funds, net -- (515,843) ----------- ------------ Net increase (decrease) during the year (227,399) (505,836) NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,797,352 15,651,795 ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 2,569,953 $15,145,959 =========== ============ 4 of 4 Allocated Unallocated ------------------------------------ ESOP ESOP Preferred Preferred For the Year Ended December 31, 1998Stock FundStock FundTotal Plan - ------------------------------------------------------------------------ Investment income: Interest income $ --$ -- $ 8,289,459 Dividend income 462,691 745,703 3,251,065 Net appreciation (depreciation) in fair value of assets (672,957) 1,439,743 8,435,971 Contributions: Employee -- -- 8,653,732 Employer 614,510 -- 8,669,386 Plan benefit claims distributions during the year (512,715) -- (8,897,103) Interest expense on ESOP loan -- (850,544) (850,544) Administrative fees and other (8,060) -- (89,463) Loans initiated, net of repayments and interest -- -- -- Transfer among funds, net 1,451,584(1,508,336) -- ---------------------------------- Net increase (decrease) during the year 1,335,053 (173,434) 27,462,503 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 12,139,573 6,329,728169,173,655 ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $13,474,626$6,156,294 $196,636,158 ================================ The accompanying notes and Supplemental Schedules are an integral part of these financial statements. SUPPLEMENTAL SCHEDULE 3 TJ INTERNATIONAL, INC. 1 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1997 Participant Directed ------------------------------------ Managed Spartan U.S. Income Puritan Equity For the Year Ended 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 interest (71,343) 33,777 44,592 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 year $19,877,740$32,592,975$12,520,340 ================================= 2 of 4 Participant Directed ------------------------------------ Value Magellan TJ Common For the Year Ended 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 interest (33,591) 40,804 (171,580) 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 year $25,671,734$15,089,985$26,502,433 ================================= 3 of 4 Participant Directed -------------------- ESOP Participant Common For the Year Ended December 31, 1997 Loans Stock Fund - ------------------------------------------------------------------------ Investment income: Interest income $ -- $ 107,332 Dividend income -- 141,819 Net appreciation (depreciation) in fair value of assets -- 819,885 Contributions: Employee -- -- Employer -- -- Plan benefit claims distributions during the year (283,973) (556,013) Interest expense on ESOP loan -- -- Administrative fees and other -- (20,856) Loans initiated, net of repayments and interest 157,341 -- Transfer among funds, net -- (440,562) ----------- ------------ Net increase (decrease) during the year (126,632) 51,605 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 2,923,984 15,600,190 ----------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 2,797,352 $15,651,795 =========== =========== 4 of 4 Allocated Unallocated ------------------------------------ ESOP ESOP Preferred Preferred For the Year Ended December 31, 1997Stock FundStock FundTotal Plan - ------------------------------------------------------------------------ Investment income: Interest income $ --$ -- $ 7,269,504 Dividend income 385,693 843,151 3,161,505 Net appreciation (depreciation) in fair value of assets (415,932) 2,447,719 13,588,656 Contributions: Employee -- -- 7,477,706 Employer 1,000,000 -- 7,870,753 Plan benefit claims distributions during the year (347,230) -- (7,530,428) Interest expense on ESOP loan -- (965,082) (965,082) Administrative fees and other (9,235) -- (95,908) Loans initiated, net of repayments and interest -- -- -- Transfer among funds, net 1,850,474(1,837,194) -- ---------------------------------- Net increase (decrease) during the year 2,463,770 488,594 30,776,706 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year 9,675,803 5,841,134138,396,949 ---------------------------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $12,139,573$6,329,728 $169,173,655 ================================ The accompanying notes and Supplemental Schedules are an integral part of these financial statements. SUPPLEMENTAL SCHEDULE 4 TJ INTERNATIONAL, INC. 1 of 4 EIN: 82-0250992 INVESTMENT PLAN PLAN NUMBER 002 ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 Type (3) - Series of Transactions Were Calculated as 5% of Beginning Net Assets or $8,458,683 Number of Identity of Description of Assets, Interest Purchase Party Involved Rate and Maturity Date Transactions - -------------------------------------------------------------------- Series of Transactions Fidelity Management Institutional Money Market ** 205 Trust Company * Fidelity Investments * Income Portfolio Fund **, 205 interest rates and maturity dates variable Fidelity Investments * Puritan Fund ** 222 Fidelity Investments * Spartan U.S. Equity Index Fund ** 228 Fidelity Investments * Value Fund ** 209 Fidelity Investments * Magellan Fund ** 220 TJ International, Inc. * TJ Common Stock Fund ** 249 2 of 4 Total Total Number of Dollar Dollar Sales Value of Value of Transactions Purchases Sales ------------ --------- ------------ Series of Transactions Fidelity Management 181 $51,043,151 $51,199,467 Trust Company * Fidelity Investments * 181 25,222,414 17,615,265 Fidelity Investments * 190 10,473,969 9,957,660 Fidelity Investments * 170 10,919,482 8,195,571 Fidelity Investments * 179 9,484,998 10,088,188 Fidelity Investments * 171 9,906,839 5,007,247 TJ International, Inc. * 225 36,035,555 32,434,669 3 of 4 Costs of Cost of Assets Purchased Assets Sold ---------------- ----------- Series of Transactions Fidelity Management $51,043,151 $51,199,467 Trust Company * Fidelity Investments * 25,222,414 17,615,265 Fidelity Investments * 10,473,969 9,197,882 Fidelity Investments * 10,919,482 7,520,234 Fidelity Investments * 9,484,998 10,208,853 Fidelity Investments * 9,906,839 4,651,169 TJ International, Inc. * 36,035,555 30,607,276 4 of 4 Fair Value Fair Value of Purchased of Sold Assets on Assets on Transaction Transaction Date Date Net Gain ------------ ----------- ------------ Series of Transactions Fidelity Management $51,043,151 $51,199,467 $ -- Trust Company * Fidelity Investments * 25,222,414 17,615,265 -- Fidelity Investments * 10,473,969 9,957,660 759,778 Fidelity Investments * 10,919,482 8,195,571 675,337 Fidelity Investments * 9,484,998 10,088,188 (120,665) Fidelity Investments * 9,906,839 5,007,247 356,078 TJ International, Inc. * 36,035,555 32,434,669 1,827,393 * Known party-in-interest ** There were no category 1, 2, or 4 transactions during 1998 The accompanying notes are an integral part of these schedules.