Prepared by MERRILL CORPORATION

Use these links to rapidly review the document
PROXY STATEMENT TABLE OF CONTENTS

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ /   Preliminary Proxy Statement
/ /   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/x/   Definitive Proxy Statement
/ /   Definitive Additional Materials
/ /   Soliciting Material Pursuant to §240.14a-12

T.J.T., INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):
/x/   No fee required
/ /   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        
    (2)   Aggregate number of securities to which transaction applies:
        
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
    (4)   Proposed maximum aggregate value of transaction:
        
    (5)   Total fee paid:
        
/ /   Fee paid previously with preliminary materials.
/ /   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
        
    (2)   Form, Schedule or Registration Statement No.:
        
    (3)   Filing Party:
        
    (4)   Date Filed:
        

T.J.T., INC.
843 North Washington
Emmett, Idaho 83617

January 18, 2002

Dear Shareholder:

        You are invited to attend T.J.T., Inc.'s 2002 Annual Meeting of Shareholders, which will be held at the Owyhee Plaza Hotel, in the Capital Room, on Tuesday, February 19, 2002, at 10:00 a.m. Mountain Standard Time. The Owyhee Plaza is located at 1109 Main Street in Boise, Idaho.

        In addition to the two items of business identified in the formal notice for the annual meeting on the following page, T.J.T.'s 2001 performance will be discussed and management will respond to your questions. Enclosed with this proxy statement are your proxy card, a postage-paid envelope to return your proxy card, and T.J.T.'s Annual Report for 2001.

        Your vote is important to us regardless of the number of shares you own. Please sign and date the enclosed proxy card, and mail it in the envelope provided. If you plan to vote at the annual meeting and your shares are held by a broker, bank, or other person, you must bring two additional items to the annual meeting: (1) a letter from that entity which confirms your beneficial ownership of shares, and (2) a proxy card issued in your name.

        I look forward to seeing you at the meeting.

    Sincerely,

 
 
TERRENCE J. SHELDON
 Chairman of the Board,
President, and Chief Executive Officer

i

T.J.T., INC.

NOTICE OF THE 2002
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 19, 2002

        The Annual Meeting of Shareholders of T.J.T., Inc., a Washington Corporation, will be held on Tuesday, February 19, 2002, at 10:00 a.m., Mountain Standard Time, in the Capital Room of the Owyhee Plaza Hotel, 1109 Main Street, Boise, Idaho (the "Annual Meeting") for the following purposes:

1.
To elect one Director to serve until the annual meeting of shareholders in 2003, and three Directors to serve until the annual meeting of shareholders in 2005; or until their successors are duly elected and qualified.

2.
To ratify the appointment of Balukoff Lindstrom & Co., P.A. as T.J.T.'s independent auditors for the 2002 fiscal year.

3.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

        Shareholders of record at the close of business on Thursday, December 20, 2001 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting. If you are unable to attend the Annual Meeting in person, T.J.T. urges you to sign, date, and return the enclosed proxy in the self-addressed stamped envelope provided, since it is necessary that a majority of the shareholders' outstanding shares be represented, in person or by proxy, for a quorum at the Annual Meeting.

    By Order of the Board of Directors

 
 
John W. Eames III
 Corporate Secretary

Emmett, Idaho
January 18, 2002

        T.J.T.'s 2001 Annual Report is enclosed with this Proxy Statement. The Annual Report contains financial and other information about T.J.T., Inc. not incorporated in the Proxy Statement and is not part of the proxy solicitation material.

ii



PROXY STATEMENT

TABLE OF CONTENTS

INFORMATION ABOUT T.J.T., INC   1
INFORMATION ABOUT PROXY SOLICITATION AND VOTING   1
  General Information   1
  Date, Time, and Place of Annual Meeting   1
  Record Date; Shares Entitled to Vote   1
  Quorum; Required Vote   2
  Revocation of Proxies   2
  Shareholder Proposals and Nomination of Directors   2
  Solicitation of Proxies   2
INFORMATION CONCERNING CHANGES TO THE BOARD OF DIRECTORS   3
BUSINESS AT THE ANNUAL MEETING   3
  PROPOSAL 1. ELECTION OF DIRECTORS   3
  PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS   6
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS   7
  Audit Committee   7
  Compensation Committee   7
  Executive Committee   7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS   8
EXECUTIVE COMPENSATION AND OTHER INFORMATION   10
  Summary of Cash and Certain other Compensation   10
  T.J.T., Inc. 1994 Stock Option Plan   11
  Stock Option Grants in the Last Fiscal Year   11
  Aggregated Stock Options   11
  401(k) Profit Sharing Plan   11
  Director Compensation   12
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION   13
  Compensation Policy Applicable to Officers and Key Executives   13
  Executive Compensation Policies   13
  Employment Agreements   13
  CEO's Compensation   14
AUDIT COMMITTEE REPORT   15
  Discussions With Management   15
  S.A.S. 61   15
  Audit Fees   15
  Audited Financial Statements for T.J.T.'s Annual Report   15
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (Performance Graph)   16
CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS   17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   17
  Compliance with Section 16(a) of the Exchange Act   17
OTHER MATTERS   17

iii


INFORMATION ABOUT T.J.T., INC.

        T.J.T., Inc. ("T.J.T." or the "Company") is a purchaser and reconditioner of axles and tires that have been used to transport manufactured homes from the factory to the home site. Federal regulations require that these axles and tires be inspected and refurbished, or replaced after each trip. T.J.T. also distributes vinyl siding, skirting supplies, and other accessory products to the built-on-site housing market and manufactured housing dealers. T.J.T. operates in a twelve state market area in the western United States, from seven locations, employing 103 people. The Company's executive office is located at 843 North Washington, Emmett, Idaho 83617. The corporate office telephone number is (208) 365-5321.


INFORMATION ABOUT PROXY SOLICITATION AND VOTING

General Information

        We have sent you the enclosed proxy card because T.J.T.'s Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement summarizes information that T.J.T. is required to provide to you under the rules of the Securities and Exchange Commission, and is designed to provide you with information to assist you in voting your shares. The purpose of the Annual Meeting is for the shareholders of T.J.T.'s common stock to consider and vote on the following proposals:


Date, Time, and Place of Annual Meeting

        The Annual Meeting will be held on Tuesday, February 19, 2002, at 10:00 a.m., Mountain Standard Time, in the Capital Room of the Owyhee Plaza Hotel at 1109 Main Street in Boise, Idaho. T.J.T. intends to mail this Proxy Statement and accompanying proxy card on or about January 18, 2002, to all shareholders entitled to vote at the Annual Meeting.


Record Date; Shares Entitled to Vote

        T.J.T.'s Board of Directors fixed the close of business on Thursday, December 20, 2001, as the record date (the "Record Date") for determining T.J.T.'s shareholders entitled to vote at the Annual Meeting. Only the holders of record of T.J.T.'s common stock on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on December 20, 2001 there were 4,854,739 shares of common stock outstanding.

        Each holder of record of T.J.T.'s common stock on the Record Date is entitled to one vote for each share held, on each of the matters to be voted on at the Annual Meeting. On the Record Date, there were approximately 800 holders of record.

1


Quorum; Required Vote

        As of the Record Date, there were 4,854,739 shares of T.J.T. common stock outstanding. You are entitled to one vote for each share of T.J.T.'s common stock you hold as of the Record Date on each of the matters to be voted on at the Annual Meeting. You do not have cumulative voting rights. A quorum consisting of at least 2,427,370 shares is necessary to hold a valid meeting. If at least 2,427,370 shares of the total 4,854,739 shares entitled to vote at the Annual Meeting are cast either in person or by proxy, a quorum will exist.

        The inspector of election appointed for the Annual Meeting will tabulate all votes. The inspector of election will separately tabulate affirmative and negative votes, abstentions, and broker non-votes. Abstentions and broker non-votes will be counted toward the quorum requirement. Abstentions will count toward the quorum requirement, and they will have the same effect as negative votes. Broker non-votes will be counted toward a quorum, but will not be counted in determining whether a matter is approved.

        If the shares held by the persons present or represented by proxy at the Annual Meeting are less than 2,427,370 shares of T.J.T. common stock, the Annual Meeting may be adjourned for the purpose of obtaining additional proxies, votes, or for any other purpose. At any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original Annual Meeting (except for any proxies which have since then effectively been revoked or withdrawn). See "Revocation of Proxies" below.


Revocation of Proxies

        You may revoke a proxy at any time before it is voted. You may revoke the proxy by filing a written notice of revocation or a duly executed proxy card with a later date with the Secretary of T.J.T., at 843 North Washington, P.O. Box 278, Emmett, Idaho 83617, or by attending the Annual Meeting and voting in person. Your attendance at the Annual Meeting will not, by itself, revoke a proxy.


Shareholder Proposals and Nomination of Directors

        T.J.T.'s bylaws provide that for a shareholder to nominate a candidate for election as a director at an annual meeting of shareholders, or propose business for consideration at such meeting, notice must be given in writing to the Secretary of T.J.T. at T.J.T.'s executive offices not less than 120 days in advance of release of the proxy statement to shareholders in connection with the previous year's annual meeting. Accordingly, a shareholder nomination or proposal intended for consideration at the 2002 Annual Meeting must have been received by the Secretary prior to September 18, 2001. T.J.T.'s bylaws also provide details about the information that needs to be included in each shareholder's proposal or nomination of a director. No shareholder proposals or nominations have been made for consideration at the Annual Meeting.


Solicitation of Proxies

        T.J.T. will pay the entire cost for solicitation of proxies. Copies of the solicitation materials will be sent to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of T.J.T. common stock beneficially owned by others to forward to such beneficial owners. T.J.T. will reimburse persons representing beneficial owners of common stock for their costs of forwarding proxy solicitation materials to the beneficial owners. Solicitation of proxies may be made in person or by mail, telephone, telecopy, or telegram. The directors, officers, employees, and representatives of T.J.T. may supplement the original proxies. T.J.T. will not pay its directors, officers, or employees any additional compensation for this service, but they may be reimbursed for out-of-pocket expenses incurred in connection with the proxy solicitation.

2


INFORMATION CONCERNING CHANGES TO THE BOARD OF DIRECTORS

        At the 2001 annual meeting of shareholders, Arthur J. Berry and Ulysses B. Mori were re-elected to the Board of Directors to serve as Class II Directors until the year 2004.

        The make-up of the Board changed substantially with the resignations of Scott M. Hayes and Robert M. Harrison on February 14, and Darren Bradley effective June 1. On May 15, 2001, Larry E. Kling was appointed as an outside director to serve as a Class III Director until the 2002 annual meeting of shareholders. It was decided by the Board to set the number of Directors at seven.

        At the time of his appointment as an outside Director, Mr. Kling was also appointed to serve as a member of the Audit Committee, the Compensation Committee, and the Executive Committee.

        The Board of Directors has nominated Rickie K. Treadwell to stand for re-election to the Board as a Class I Director, to serve until the annual meeting of shareholders in 2003. Further, the Board has nominated Jerome B. Light and Terrence J. Sheldon for re-election, and Larry E. Kling for election as Class III Directors; all to serve until the annual meeting of shareholders in 2005.


BUSINESS AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

        T.J.T.'s Board of Directors is divided into three classes of directors who serve staggered three-year terms. The term of one class of directors expires at each annual meeting of shareholders. Each director serves on the Board of Directors until he or she is succeeded by another qualified elected director.

        The current classes of directors or nominated directors are as follows:

        The current term for the Class III Directors; Larry E. Kling, Jerome B. Light, Terrence J. Sheldon, and Rickie K. Treadwell, expires as of the Annual Meeting. The nominees standing for re-election as Class III Directors are: Jerome B. Light and Terrence J. Sheldon. Standing for election as a Class III Director is appointed director Larry E. Kling. These Class III nominees will be elected to hold office until T.J.T.'s annual meeting of shareholders in 2005. Also standing for re-election, but as a Class I Director is: Rickie K. Treadwell. This Class I nominee will be elected to hold office until T.J.T.'s annual meeting in 2003.

        If any nominee is unable to serve as a Director, the proxy holders may substitute a nominee and vote for another person of their choice in that place, or the Board may reduce the size of the Board of Directors prior to the Annual Meeting to eliminate the position of any nominees. T.J.T. intends that the proxy holders named on the enclosed proxy card vote for the three Class III nominees, and the one Class I nominee, named above. The number of directors on T.J.T.'s Board of Directors is seven. The following provides biographical information for each nominee and continuing director:

3

Class III—Nominees for election to serve until the 2005 annual meeting of shareholders:

Class II—Directors elected to serve until the 2004 annual meeting of shareholders:

Class I—Director elected to serve until the 2003 annual meeting of shareholders:

4

Class I—Nominee for election to serve until the 2003 annual meeting of shareholders:


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 1.

5



PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS

        The Board of Directors has appointed Balukoff, Lindstrom & Co. P.A. to serve as the auditors of T.J.T. and to make an examination of T.J.T.'s consolidated financial statements for the fiscal year ending September 30, 2002. This firm of independent public accountants has served as T.J.T.'s auditors since prior to T.J.T.'s public offering in December, 1995.

        Representatives of Balukoff, Lindstrom & Co., P.A. will be present at the Annual Meeting to respond to appropriate questions and to make a statement if they desire to do so. In the absence of other instructions, shares represented by properly executed proxies will be voted "For" the ratification of Balukoff, Lindstrom & Co., P.A. as T.J.T.'s auditors for the fiscal year ending September 30, 2002.


THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE RATIFICATION OF PROPOSAL 2.

6


MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

        During the fiscal year ended September 30, 2001, the Board of Directors met quarterly. In addition to full Board meetings, several of the Directors also attended meetings of Board Committees. The Board of Directors has an Audit Committee, an Executive Committee, and a Compensation Committee.

        During the fiscal year ended September 30, 2001, the Board of Directors held four quarterly meeting. The current directors attended at least 90% of the meetings of the Board and of those Committees on which they served during the fiscal year.

        For information regarding compensation received by a director, see "Executive Compensation and Other Information—Compensation of Directors" and "Certain Relationships and Other Transactions."


Audit Committee

        The Directors Audit Committee is authorized by the Board of Directors to review and supervise the financial controls of T.J.T. This includes selecting T.J.T.'s independent public accountants, acting upon recommendations of the independent public accountants, reviewing T.J.T.'s proposed budget, and taking such further actions as the Audit committee deems necessary. As of November 14, 2000, the charter of the Audit Committee was revised, limiting membership on the Audit Committee to the outside (non-employee) directors only. Mr. Prescott was named to serve as non-voting secretary of the committee. The Directors Audit Committee, consisting of Messrs. Berry (Chairman), Kling, Light, and Hayes (prior to February 14), met five times during the 2001 fiscal year.


Compensation Committee

        The Directors Compensation Committee reviews and adjusts the salaries of T.J.T.'s principal officers and key executives, and administers T.J.T.'s executive compensation and benefit plans. The Directors Compensation Committee, consisting of Messrs. Sheldon (Chairman), Berry, Light, and Hayes (prior to February 14), met one time during the 2001 fiscal year. No meetings were held after Mr. Kling was appointed to the Compensation Committee.


Executive Committee

        The Directors Executive Committee was formed in November, 1999 to provide regular oversight of operational issues, to monitor monthly financial results, and to take necessary related actions for the Board of Directors, during those months in which the Board does not meet. The Directors Executive Committee is expressly empowered to authorize distributions by the corporation and the issuance of shares of the corporation to the extent specifically provided for by resolution of the Board. The Committee consists of Jerome B. Light (Chairman), Arthur J. Berry, Larry E. Kling, Larry B. Prescott, and Terrence J. Sheldon. The Directors Executive Committee met eight times during the 2001 fiscal year.

7


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        This table details the amount of T.J.T.'s common stock owned as of December 20, 2001, by each person who is known by T.J.T. to beneficially own more than 5% of T.J.T.'s common stock. The table also shows information concerning beneficial ownership by all directors, each executive officer named in the Summary Compensation Table, and by all directors and named executive officers as a group.


BENEFICIAL OWNERSHIP TABLE

(1) Title of Class:
Common Stock
   (2) Name & Address
of Beneficial Owner
   (3) Number of Shares and
Nature of Beneficial
Ownership as of
December 20, 2001(1,2)
(including Shares in
Column 4)
   (4) Right to Acquire
Within 60 Days
of December 18,
2001
   (5) Percent
of Class(3)
  
Directors and Named Executive Officers:              

 
 
Terrence J. Sheldon(2,4,7,9)
 
1,027,286
 
 
 
21.2
%

 
 
Ulysses B. Mori(2,6,9)
 
243,757
 
 
 
5.0
%

 
 
Larry B. Prescott(2,7,9)
 
99,500
 
45,000
 
2.0
%

 
 
Rickie K. Treadwell(2,5,9)
 
8,259
 
 
 
*
 

 
 
Michael J. Gilberg(2,7,9)
 
44,403
 
8,000
 
1.0
%

 
 
Arthur J. Berry(8)
960 Broadway Ave., Suite 450
Boise, ID
 
180,000
 
10,000
 
3.7
%

 
 
Jerome B. Light
2010 Wayne Dr.
Payette, ID
 
3,000
 
3,000
 
*
 

 
 
Larry E. Kling
8600 E. Highridge Rd.
Eagle, ID
 
0
 
 
 
*
 

All directors and executive officers as a group
 
1,598,205
 
 
 
32.9
%

See footnotes next page

8

(1)
For purposes of this table, shares are considered to be "beneficially" owned if the person directly or indirectly has the sole or shared power to vote or direct the voting of the securities, or the sole or shared power to dispose of or direct the disposition of the securities. "Beneficially" owned also includes the number of shares the person has the right to acquire within 60 days of December 20, 2001. Unless otherwise indicated in these footnotes, each shareholder has the sole voting and investment power with respect to the shares beneficially owned.

(2)
Includes shares of T.J.T.'s common stock held by the Trustee of T.J.T.'s 401 (k) Profit Sharing Plan for the accounts of individuals as follows: Mr. Sheldon—249,951, Mr. Mori—1,128, Mr. Treadwell—8,259, Mr. Gilberg—14,903. Also includes indirect shares held by the beneficial owners.

(3)
The percentages shown are calculated based upon the shares indicated in column (3), as prescribed by the Securities and Exchange Commission's Regulation S-K Rule 403.

(4)
Mr. Sheldon also holds 2,263 shares indirectly.

(5)
Mr. Treadwell shares voting and despositive power to such shares, with his wife.

(6)
Mr. Mori shares voting and dispositive power to such shares, with his wife.

(7)
Mr. Sheldon, Mr. Prescott, and Mr. Gilberg served as named executive officers during the fiscal year ended September 30, 2001. Messrs. Sheldon and Prescott currently serve as Directors of the Company, as well.

(8)
Twenty thousand (20,000) shares are held by Arthur J. Berry & Company, a real estate development and brokerage firm of which Mr. Berry is President and principal shareholder.

(9)
C/o T.J.T., Inc. 843 N. Washington, P.O Box 278, Emmett, Idaho 83617

*
Represents less than 1% of the issued and outstanding shares of T.J.T.'s common stock.

9


EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary of Cash and Other Compensation

        This table indicates all cash compensation T.J.T. paid, as well as certain other compensation paid or accrued to Terrence J. Sheldon, the President, Chief Executive Officer, and Chairman of the Board of T.J.T., and the executive officers of T.J.T. earning more than $100,000/year ("Named Executive Officers"):


Summary Compensation Table

 
    
    
    
    
   Long-Term Compensation
    
 
   Annual Compensation
   Awards
   Payouts
    
 
    
    
    
    
    
    
   LTIP
Payouts ($)
    
Name and Principal
Position
   Year
   Salary ($)
   Bonus ($)
   Other Annual
Compensation(2)
   Restricted Stock
Award(s) ($)
   Securities
Underlying
Options (#)
   Stock Options Granted
   All Other
Compensation ($)
Terrence J. Sheldon
President, Chief Executive Officer, and Chairman of the Board of Directors		   2001
2000
1999		   $
$
$		 120,000
131,538
172,019		       $
$
$		 16,435
15,435
16,088		           —    

Patricia I. Bradley(6)
Executive Vice President, and Director
 
2001
2000
1999
 

$
$
—
30,223
169,553
 
 
 


$
—
—
3,452
 
 
 
 
 
—
 
 

Ulysses B. Mori(3,4,5)
Senior Vice President, Corporate Sales Manager, and Director
 
2001
2000
1999
 
$
$
$
93,784
104,355
142,708
 
 
 


$


3,115
 
 
 
 
 
—
 
 

Rickie K. Treadwell(3,4)
Senior Vice President, General Manager of T.J.T.'s Phoenix, AZ Facility, and Director
 
2001
2000
1999
 
$
$
$
150,000
150,000
150,000
 
 
 
$
$
$
4,500
4,500
1,212
 
 
 
 
 
—
 
 
(1)
Excludes personal benefits and other forms of non-cash compensation that did not, in the aggregate, exceed 10% of the aggregate amount of cash compensation shown for the subject individuals.

(2)
Includes participating contributions to T.J.T.'s 401(k) Plan for the fiscal year. T.J.T. matches 50% of employee wage contributions up to a maximum of 6% of the employee's base salary. During the fiscal year ended September 30, 2001, T.J.T. paid $3,973 in matching contributions on behalf of Mr. Sheldon, and $4,500 on behalf of Mr. Treadwell.

(3)
See "Employment Agreements" section.

(4)
Mr. Mori and Mr. Treadwell are no longer executive officers of the company.

(5)
Mr. Mori's base salary was reduced in February, 2001.

(6)
Ms. Bradley resigned as an employee in December, 1999, and as a Director in September, 2000.

10


T.J.T., Inc. 1994 Stock Option Plan

        At a special meeting held on February 7, 1995, shareholders approved the T.J.T., Inc. 1994 Stock Option Plan (the "Plan"). At the Annual Shareholders Meeting held February 20, 2000, the Plan was amended to increase the shares from 200,000 to 400,000; with 300,000 shares classified as incentive stock options and 100,000 shares classified as non-qualified stock options.

        No options were granted during fiscal year 2001. The value of options held by the Named Executive Officers during the fiscal year ended September 30, 2001 is measured in terms of the last reported sale price reported on the OTC Bulletin Board for T.J.T.'s common stock on September 30, 2001. The value of T.J.T.'s stock on September 30, 2001 was $0.23.


Stock Option Grants in the Last Fiscal Year

        In Fiscal 2001, no options were granted from the T.J.T., Inc. 1994 Stock Option Plan.


Aggregated Stock Options

        The table below provides information concerning aggregated stock options held as of September 30, 2001, and the stock options exercised during the 2001 fiscal year, by certain named Executive Officers.


Aggregated Option Exercises in Last Fiscal Year
And FY-end Option Values

Name
   Shares Acquired
On Exercise (#)
   Value Realized
   Number of Securities Underlying Unexercised Options at FY-End (#)(1)
Exercisable/Unexercisable
   Value of unexercised In-the-Money Options at FY-End ($)(1,2)
Exercisable/Unexercisable
Larry B. Prescott   —   —   45,000/80,000   —/—
Michael J. Gilberg   —   —   8000/2000   —/—
(1)
The table includes options vested under the T.J.T., Inc. 1994 Stock Option Plan. Options vest at a rate of 20% per year, according to the terms of the 1994 Stock Option Plan. In the event of a change in control, as defined in the 1994 Stock Option Plan, all outstanding Incentive Stock Options or portions thereof become immediately vested, and Non-Qualified Stock Options may be reduced no more than 50%. Options expire 90 days after an optionee's employment with T.J.T. is terminated for any reason, unless the termination results from the optionee's death, permanent disability, or retirement. In the case of an optionee's death or disability, a vested option does not expire until one year after the optionee's death or disability. However, if an optionee retires, a vested option expires three months after the optionee's retirement. Incentive Stock Options shall expire no later than 10 years from the grant date, unless the Incentive Stock option is granted to a 10% Shareholder, in which case the term expires no later than five years from the date it is granted. Non-Qualified Stock Options shall expire no later than eight years from the grant date.

(2)
Values in this table are the difference between the market price per share of $0.23 on September 30, 2001, the exercise price of $1.05 on January 7, 2000 (25,000 shares) and $0.75 on February 22, 2000 (100,000 shares) in the case of Mr. Prescott; and $1.05on January 7, 2000, in the case of Mr. Gilberg.


401(k) Profit Sharing Plan

        As of September 30, 2001, T.J.T. maintained a 401(k) Profit Sharing Plan (the "401(k) Plan") for its eligible employees. The 401(k) Plan is a profit-sharing plan, including a cash or deferred arrangement according to Section 401(k) of the Internal Revenue Code of 1986, as amended. T.J.T. sponsors the 401(k) Plan to provide its eligible employees with the opportunity to defer compensation and to have these deferred amounts contributed to the 401(k) Plan on a pre-tax basis, subject to certain limitations. Until August 1, 1996, T.J.T. made matching contributions to employee deferrals of 100% of participants' contributions up to 6% of base wage or salary. As of August 1, 1996, T.J.T. adjusted its matching contributions to be 50% of employees' wage deferrals, up to a maximum employee contribution of 6% of wage or salary.

        During the fiscal year ended September 30, 2001, T.J.T. contributed $39,570 in matching funds. Amounts contributed to the 401(k) Plan by Executive Officers during the 2001 fiscal year totaled $18,872.80.

11


Director Compensation

        Directors who are T.J.T. employees do not receive fees for their services as directors. Non-employee directors receive an annual fee of $10,000, payable in quarterly installments of $2,500 each; a Board of Directors meeting fee of $500 per meeting attended; a committee meeting fee of $500 per meeting attended separate from Board meetings; and $100 per meeting attended in conjunction with Board meetings; plus reasonable out-of-pocket expenses. As of the date of this Proxy, Messrs. Berry, Kling, and Light are eligible to receive compensation for their services to the Board. For the 2001 fiscal year, Mr. Berry and Mr. Light each received $16,100 for their services as Directors; and Mr. Kling received $7,100 for his services from May 15, 2001 thru September 30, 2001, including a pro-rata share of the annual fee plus meeting attendance fees.

        As of November 18, 1997, the Board of Directors adopted T.J.T.'s 1997 Directors Stock Option Plan ("Directors Plan"), and on February 24, 1998, T.J.T.'s shareholders approved the Directors Plan. The Directors Plan authorized the issuance of options representing a total of 50,000 shares of T.J.T.'s Common Stock to directors who are not employed by T.J.T. At the Annual Shareholders meeting on February 22, 2000, the Directors Plan was amended to: (1) increase the number of shares of Common Stock by 150,000 shares to 200,000 shares; (2) to extend the expiration date of the Directors Plan from November 17, 2007 to the later of February 22, 2010, or 10 years from the date the option is granted, or to such time as there are no longer options available and; (3) to expand the power of the Board of Directors to grant additional options to non-employee Directors.

        The option grants under the Directors Plan are non-discretionary grants which are made when a non-employee director is elected to T.J.T.'s Board of Directors. Each non-employee director elected receives an option grant to purchase 5,000 shares of T.J.T.'s common stock. Twenty percent of the options granted under the Directors Plan become exercisable immediately after the grant is issued. The options then become exercisable at a rate of 20% per year, on the anniversary of the grant date, over a period of four years. Vesting is predicated on continued service as a Director. The exercise price of the options is 100% of the fair market value of T.J.T.'s common stock on the OTC Bulletin Board on the last trading day prior to the grant date. Vested options expire three months after termination of service as a director, unless such termination is due to the death of the optionee. In such circumstance, the option will expire on the earlier of the expiration date, or eighteen months following the date of the optionee's death. In the event of a change of control of the Company, options granted under the Directors Plan fully vest immediately.

        On November 18, 1997, Mr. Berry was granted the option to purchase 5,000 shares of T.J.T.'s common stock. On January 3, 2000, Mr. Light was granted the option to purchase 5,000 shares. On February 22, 2000, Mr. Berry was granted an additional option to purchase 20,000 shares. No options under the Directors Plan were granted during fiscal year 2001. As of the date of this Proxy Statement, 10,000 of the 25,000 options granted to Mr. Berry are exercisable, and 3,000 of the 5,000 options granted to Mr. Light are exercisable. No stock options have been exercised under the Directors Plan. There are 170,000 shares remaining under the Directors Plan.

12



COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION(1)

        T.J.T.'s Directors Compensation Committee is comprised of Terrence J. Sheldon, Arthur J. Berry, Jerome B. Light, and Larry E. Kling. The Directors Compensation Committee regularly reviews the compensation of its Executive Officers. The most recent review was conducted on November 12, 2001.


Compensation Policy Applicable to Officers and Key Executives.

        It is the goal of the Directors Compensation Committee to create compensation packages for officers and key executives which will attract, retain, and motivate executive personnel who are capable of achieving T.J.T.'s short and long-term financial and strategic goals. Compensation packages are designed to combine a mixture of short-term and long-term incentives tied to T.J.T.'s performance. In exercising its responsibilities, the Directors Compensation Committee also seeks to encourage management to maximize T.J.T.'s stock price to provide a long-term value for its shareholders. Through implementation of its compensation policies, the Directors Compensation Committee believes it can motivate T.J.T.'s management to strive to obtain T.J.T.'s objectives of strong financial performance and stock price appreciation. The Directors Compensation Committee has not adopted a policy in response to federal tax laws that limit the deductibility by T.J.T. of compensation in excess of $1 million per employee per year for each of T.J.T.'s most highly compensated executives. The total compensation paid to any individual executive officer of T.J.T. does not now exceed the deductibility levels. T.J.T. does not anticipate exceeding the deductibility levels in the foreseeable future.


Executive Compensation Policies

        T.J.T.'s executive compensation is made up of three elements: (1) base salary, (2) performance bonus, and (3) grants of equity -based compensation (e.g., stock options).


Employment Agreements

        T.J.T. had two employment agreements with Named Executive Officers in effect during the 2001 fiscal year.

        T.J.T. entered into a separate employment, nondisclosure, and noncompetition agreement with Ulysses B. Mori. This employment agreement expired on June 24, 2001. Mr. Mori currently serves as Senior Vice President and Corporate Sales Manager for T.J.T., and as a Director of T.J.T. The contract provided for a minimum annual base salary of $150,000, which was reduced to $104,355 in 1999, and further reduced to $85,000 in February of 2001, pursuant to the terms of the contract.

        T.J.T. also entered into a separate employment, nondisclosure, and noncompetition agreement with Rickie K. Treadwell. The term of his employment agreement is through May 31, 2002. Mr. Treadwell currently serves as a Senior Vice President and General Manager of T.J.T.'s Phoenix, Arizona facility, and as a Director of T.J.T. Mr. Treadwell receives a minimum annual base salary of $150,000.

(1)
The disclosure in this section of the Proxy Statement is not incorporated by reference into any of T.J.T.'s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

13

        Under their employment agreements, Messrs. Mori and Treadwell are eligible for other benefits. They received other benefits comparable to the benefits received by other T.J.T. employees.


CEO's Compensation

        Mr. Sheldon currently has no employment contract or compensation agreement with T.J.T. On February 10, 2000, Mr. Sheldon voluntarily reduced his annual base compensation to $120,000. Any bonuses and stock option awards to Mr. Sheldon will be based on T.J.T.'s performance and Mr. Sheldon's level of responsibility and experience.

    DIRECTORS COMPENSATION COMMITTEE
Terrence J. Sheldon (Chairman)
Arthur J. Berry
Larry E. Kling
Jerome B. Light

14


AUDIT COMMITTEE REPORT(1)

Discussions with Management

        T.J.T.'s Directors Audit Committee is comprised of Messrs. Berry, Kling, and Light, as voting members. The Directors Audit Committee has reviewed and discussed the audited financial statements for T.J.T., for fiscal year 2001, with T.J.T. management.


S.A.S. 61

        T.J.T.'s Directors Audit Committee has discussed with Balukoff Lindstrom & Co. P.A., T.J.T.'s auditors, the matters required to be discussed by S.A.S. 61 (Codification of Statements on Auditing Standards).

        T.J.T.'s Directors Audit committee has received the written disclosures and the letter from Balukoff Lindstrom & Co., P.A. (T.J.T.'s "Independent Accountants") required by Independence Standards Board Standard No. 1, and has discussed with the Independent Accountants their independence.


Audit Fees

        The aggregate fees billed for professional services rendered by Balukoff Lindstrom & Co., P.A. for the audit of the Company's annual financial statements, and the reviews of the condensed financial statements included in the Company's quarterly Reports on Form 10-Q during the fiscal year ended September 30, 2001, were $63,238. The aggregate fees billed for all non-audit services rendered by Balukoff Lindstrom & Co., P.A., during the fiscal year ended September 30, 2001, were $23,865.


Audited Financial Statements for T.J.T.'s Annual Report

        Based on review of the Independence Standards Board Standard No. 1, and S.A.S. 61, T.J.T.'s Directors Audit Committee recommended to the Board of Directors that the audited financial statements be included in T.J.T.'s Annual Report on Form 10-K for fiscal year 2001, for filing with the Securities and Exchange Commission.

    DIRECTORS AUDIT COMMITTEE
Arthur J. Berry (Chairman)
Larry E. Kling
Jerome B. Light
(1)
The disclosure in this section of the Proxy Statement is not incorporated by reference into any of T.J.T.'s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Graph Produced by Research Data Group, Inc.

15


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG T.J.T., INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
A NEW PEER GROUP AND AN OLD PEER GROUP

         LOGO

$100 INVESTED ON 9/30/1996 IN STOCK OR INDEX—
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30

        The graph presented above compares the cumulative total return of the Company, the NASDAQ market index, and both old and new Peer Group Indices, from September 30, 1996 through September 30, 2001. The Old Peer Group consists of a Customer Selected Stock List based on Drew Industries, a publicly held distributor of manufactured housing accessories and refurbisher of tires and axles for manufactured homes. The New Peer Group represents a Customer Selected Stock List comprised of several publicly held companies that more accurately reflect the performance of the Company and the manufactured housing industry: Fleetwood Enterprises, Champion Enterprises, and Oakwood Homes Corp., all home manufacturers and major customers of the Company; and Patrick Industries and Drew Industries, both OEM suppliers to the manufactured housing industry and competitors of the Company.

Graph Produced by Research Data Group, Inc.

16


CERTAIN RELATIONSHIPS AND OTHER TRANSACTIONS

        T.J.T., Inc. leases three parcels of property from TJT Enterprises that comprises a portion of its operational facilities in Emmett, Idaho. TJT Enterprises is a limited liability company composed of two general partners, each of which has a one-half interest: Terrence J. Sheldon, T.J.T.'s President and CEO, and Jerry Radandt.

        T.J.T. leases its corporate office located in Emmett, Idaho, from Sheldon Homedale Family Limited Partnership. Sheldon Homedale Family Limited Partnership is a partnership owned by the Terrence Sheldon family. Terrence Sheldon, President and CEO of the Company, is a five percent owner and general partner of the partnership.

        T.J.T. leases a property in Centralia, Washington from MBFI, Inc., a corporation owned by the Patricia Bradley family. Patricia Bradley, former Executive Vice President and former Member of the Board of Directors of the Company, along with her husband Mark, owns approximately 65% of MBFI.

        T.J.T. leases its Woodland, California facility from Ulysses B. Mori, Senior Vice President and Corporate Sales Manager for the Company.

        T.J.T. believes that these lease agreements contain commercially reasonable terms and conditions no less favorable to T.J.T. than could have been obtained from an unaffiliated party.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Directors Compensation Committee consists of Mr. Sheldon and three non-employee Directors: Messrs. Berry, Kling, and Light. None of T.J.T.'s executive officers serve as a director of another corporation in a case where an executive officer of the other corporation serves as a director of T.J.T.


Compliance With Section 16(a) of the Exchange Act

        Section 16(a) of the Exchange Act, as amended, requires T.J.T.'s Executive Officers and Directors and persons owning more than 10% of T.J.T.'s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission, and to furnish copies to T.J.T.


OTHER MATTERS

        The Board of Directors does not know of any other matters that will be presented at the Annual Meeting besides the two proposals discussed in this Proxy Statement. However, if any other matters are properly presented, the people named as proxies will vote in accordance with their judgment on such matters.

Emmett, Idaho
January 18, 2002		   By Order of the Board of Directors
John W. Eames III
Corporate Secretary


The Company's 2001 Annual Report is being mailed to shareholders with this Proxy Statement

17


T.J.T., INC.

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 19, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Terrence J. Sheldon and John W. Eames III attorneys and proxies, with full power of substitution in each of them, in the name, place, and stead of the undersigned to vote as proxy all the stock of the undersigned in T.J.T., Inc.

Please sign and date on the reverse side and mail promptly. You are encouraged to specify your choices by making the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. If you do not sign and return a proxy or attend the meeting and vote by ballot, your shares cannot be voted.

(Continued, and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE

Annual Meeting of Shareholders of
T.J.T., Inc.
February 19, 2002, 10:00 a.m.
Owyhee Plaza Hotel
Boise, Idaho

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED ACCORDING TO YOUR INSTRUCTIONS. IF YOU SIGN AND RETURN THE CARD BUT DO NOT VOTE ON ALL MATTERS, THEN PROPOSALS 1 AND 2, IF UNMARKED WILL RECEIVE YOUR VOTES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE  FOR  PROPOSALS 1 AND 2.

1. ELECTION OF DIRECTORS
NOMINEES:		   Rickie K. Treadwell
Jerome B. Light
Larry E. Kling
Terrence J. Sheldon		   2. The appointment of Balukoff Lindstrom & Co., P.A. as T.J.T.'s independent auditors for the fiscal year ending September 30, 2002.

 
FOR
/    /
 
WITHHELD
/    /
 
 
FOR
/    /
 
AGAINST
/    /
 
ABSTAIN
/    /

INSTRUCTION: To withhold the authority to vote for any individual nominee, write that nominee's name in the space provided below.
 
3.
In their discretion, the proxies are authorized to vote upon such other businesses as may properly come before the meeting.

Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Dated:   , 2002    
 
   
        (Signature)

 
 
 
 
        (Signature if held jointly)

PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

FOLD AND DETACH HERE

Admission Ticket
Annual Meeting of
Shareholders
T.J.T., Inc.
February 19, 2002 10:00 a.m.
Owyhee Plaza Hotel
Boise, Idaho

Agenda

* Election of Directors
* Ratification of Auditors