SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WOLOHAN LUMBER CO.
(Name of Registrant as Specified in Its Charter)
WOLOHAN LUMBER CO.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 transactions applies: ________
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* _________________________________
______________________________________________________________________
(4) Proposed maximum aggregate value of transaction: _____________________
______________________________________________________________________
________________
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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: _________________________________________________________
<PAGE>
WOLOHAN LUMBER CO.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1995
To The Stockholders Of
Wolohan Lumber Co.:
Notice is Hereby Given that the Annual Meeting of Stockholders of
Wolohan Lumber Co. will be held on Thursday, the 27th day of April, 1995,
at 2:00 P.M., Local Time, at the Second National Bank Building, 101 North
Washington Avenue, Saginaw, Michigan for the following purposes:
1. To elect a Board of eight Directors of the Company to hold
office until the next Annual Meeting of Stockholders or until
their successors are elected and qualified;
2. To approve the Stock Option Plan for Non-Employee Directors;
and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on March 1, 1995 has been fixed as the record
date for the determination of the stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof. Stockholders are
requested to date, sign and mail the enclosed proxy promptly in the
enclosed addressed envelope. If you should be present at the meeting and
desire to vote in person, you may withdraw your proxy.
By Order of the Board of Directors,
Robert F. Anderson, Secretary
March 28, 1995
<PAGE>
WOLOHAN LUMBER CO.
1740 Midland Road
Saginaw, Michigan 48603
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of March 28, 1995
Wolohan Lumber Co.:
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Wolohan Lumber Co.
(the "Company"), from the holders of the Company's Common Stock to be used
at the Annual Meeting of Stockholders and at any adjournments thereof.
This meeting will be held at 2:00 P.M., Local Time, on Thursday, April 27,
1995, at the Second National Bank Building, 101 North Washington Avenue,
Saginaw, Michigan.
Any proxy given pursuant to this solicitation may be revoked by
notice in writing to the Secretary prior to the voting or by delivering a
proxy bearing a later date. Unless the proxy is revoked, the shares
represented thereby will be voted at the Annual Meeting or any adjournment
thereof. The giving of the proxy does not affect the right to vote in
person should the stockholder attend the meeting.
The Board of Directors in accordance with the By-Laws has fixed the
close of business on March 1, 1995 as the record date for determining the
stockholders entitled to notice of and to vote at the Annual Meeting of
Stockholders or any adjournments thereof. At the close of business on such
date the outstanding number of voting securities of the Company was
7,156,488 shares of Common Stock, each of which is entitled to one vote.
All votes will be tabulated by employees of State Street Bank and Trust
Company, the Company's transfer agent for the Common Stock. Abstentions
and broker non-votes are each included in the determination of the number
of shares present. Abstentions are counted in tabulations of the votes cast
on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
<PAGE>
SECURITY OWNERSHIP
MANAGEMENT
The following table sets forth, as of February 3, 1995, the number
of shares of the Company's Common Stock beneficially owned by each of its
directors, each executive officer named in the Summary Compensation Table
and all directors and executive officers as a group.
<TABLE>
<CAPTION>
Name of Individual Number Percent
or Group of Shares(1) of Class
<S> <C> <C>
Robert F. Anderson....... 48,899(2) *
Hugo E. Braun, Jr........ 8,470 *
Leo B. Corwin............ 400 *
David G. Honaman......... 41,364(2) *
F. R. Lehman............. 1,413 *
Thomas M. Ostrander...... 11,457(2) *
David F. Wallace......... 10,000 *
Ervin E. Wardlow......... 605 *
James L. Wolohan......... 1,475,119(3) 20.6
Richard V. Wolohan....... 79,623 1.1
All Directors and
Executive Officers as a
Group (10 persons)...... 1,677,350(4) 23.4
<FN>
* Less than one percent
(1) The number of shares shown in the table does not include 21,491 shares
owned by spouses and children where beneficial ownership is
disclaimed.
(2) The number of shares shown in the table includes as to Robert F.
Anderson, David G. Honaman and Thomas M. Ostrander 10,000 shares of
Common Stock each issuable upon the exercise of stock options.
(3) The number of shares of Common Stock shown in the table as
beneficially owned by James L. Wolohan includes 70,506 shares which he
owns in his own name, 20,000 shares issuable upon the exercise of
stock options, 1,573 shares which he holds as custodian and 1,383,040
shares which he holds with Michael J. Wolohan as Co-Trustee of three
trusts.
(4) Includes 1,384,613 shares which directors and officers (including
James L. Wolohan) hold as trustees or in other fiduciary capacities
but does not include shares held by family members in their own right
or in other trusts for the benefit of family members where beneficial
ownership is disclaimed by the director or officer.
</TABLE>
<PAGE>
CERTAIN BENEFICIAL OWNERS
The following table sets forth the holdings of Common Stock of the
Company as of February 3, 1995, with respect to each person who was known
by the Company to own beneficially more than five per cent of the Common
Stock of the Company:
<TABLE>
<CAPTION>
Name of Number Percent
Beneficial Owner of Shares(1) of Class
<S> <C> <C>
Michael J. Wolohan and James L. Wolohan as
Co-Trustees of three Trusts............................ 1,384,613(2) 19.4
Timothy W. Wolohan Family.............................. 630,649(3) 8.8
6 Pinehurst Lane
Cincinnati, Ohio 45208..................................
The State Teachers Retirement Board of Ohio............ 478,090(4) 6.7
275 East Broad Street
Columbus, Ohio 43215....................................
Mitchell Hutchins Institutional Investors Inc........... 376,512(4) 5.3
1285 Avenue of the Americas
New York, New York 10019................................
<FN>
(1) Beneficial ownership of shares, as determined in accordance with
applicable Securities and Exchange Commission rules, includes shares
as to which a person has or shares voting power and/or investment
power.
(2) In addition, Michael J. Wolohan owns 121 shares; James L. Wolohan
owns 70,506 shares, is custodian of an account which holds 1,573
shares and holds stock options to purchase 20,000 shares.
(3) These shares are held as follows: 314,706 shares are owned by
Timothy W. Wolohan; 14,609 shares are held by Timothy W. Wolohan as
custodian; 35,332 shares are held by Timothy W. Wolohan as
Co-Trustee of two trusts; 136,572 shares are owned by Georgine
Wolohan, the wife of Timothy W. Wolohan; 5,959 shares are held by
Georgine Wolohan as custodian; and 123,471 shares are held by
Timothy W. Wolohan and Georgine Wolohan as Co-Trustees of two
trusts.
(4) Based on information set forth in a Schedule 13G filed with the
Securities and Exchange Commission.
</TABLE>
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of directors
shall be determined by the Board of Directors and shall not be less than
five nor more than nine. The Board of Directors has fixed at eight the
number of directors to be elected at the meeting to hold office until the
next annual meeting of stockholders or until their successors are elected
and qualified. It is the intention of the persons named in the enclosed
form of proxy to vote such proxy for the election of the nominees
hereinafter named as directors.
The proposed nominees for election as directors are willing to be
elected as such. If, as a result of circumstances not now known or
foreseen, any of such nominees shall be unavailable or unwilling to serve
as a director, proxies may be voted for the election of such other person
or persons as the Board of Directors may select. Directors are elected by
a plurality of votes which are present in person or represented by proxy
at the meeting.
<PAGE>
INFORMATION ABOUT NOMINEES AS DIRECTORS
The following information is furnished with respect to each person
nominated for election as a director, each of whom is presently a director
of the Company.
<TABLE>
<CAPTION>
Has
Served
Principal Occupation and as
Directorships in Other Director
Name and Age of Nominee Publicly Owned Companies(1) Since
<S> <S> <C>
Richard V. Wolohan, 79... Formerly Chairman of the Board of
the Company...................... 1964
Robert F. Anderson, 62... Executive Vice President and
Secretary of the Company......... 1978
David F. Wallace, 71..... Formerly Chairman of the Board of
the Company...................... 1980
Ervin E. Wardlow, 73..... Formerly President and a director
of Kmart Corporation. Director of
Discount Auto Parts Co........... 1981
Hugo E. Braun, Jr., 62... Partner, Braun Kendrick
Finkbeiner, Attorneys-at-law.
Director of Citizens Banking
Corporation...................... 1984
James L. Wolohan, 43..... Chairman of the Board, President
and Chief Executive Officer of
the Company. Director of Jacobson
Stores, Inc...................... 1986
F. R. Lehman, 69......... Formerly Vice President of Dow
Chemical U.S.A., General Manager
of the Michigan Division.
Director of Dolco Packaging Corp. 1989
Leo B. Corwin, 60........ President, Txcor, Inc............ 1992
<FN>
(1) Each of the directors has had the same principal occupation during
the past five years except as follows: Mr. Corwin retired on
February 1, 1992 after serving for a period of three years as Senior
Vice President of Merchandising for Builders Square, Inc. Prior
thereto he was Director of the International Import Department of
Kmart Corporation.
</TABLE>
James L. Wolohan is the son of Richard V. Wolohan. The law firm of
Braun Kendrick Finkbeiner, of which firm Hugo E. Braun, Jr. is a partner,
performs legal services for the Company.
The Company maintains banking relationships in the ordinary course
of business with Second National Bank of Saginaw, a subsidiary of Citizens
Banking Corporation, of which Hugo E. Braun, Jr. is a director.
MEETINGS AND COMMITTEES
The Board of Directors held four meetings during 1994.
The Company has a standing Audit Committee, Compensation Committee
and Management Review Committee of the Board of Directors.
The members of the Audit Committee for 1994 were Hugo E. Braun, Jr.,
Chairman, Leo B. Corwin, F. R. Lehman, Ervin E. Wardlow, David F. Wallace,
and Richard V. Wolohan. The Audit Committee, which met four times during
1994, recommends the appointment, subject to approval by the Board of
Directors, of the Company's independent accountants. The Committee also
reviews the accounting principles and the financial reporting practices
adopted by management, the non-audit services performed by the independent
accountants, and approves the fees paid to the independent accountants.
<PAGE>
The members of the Compensation Committee for 1994 were F. R.
Lehman, Chairman, and Hugo E. Braun, Jr. The Compensation Committee met
four times during 1994. The Committee reviews and recommends to the Board
of Directors the compensation of officers of the Company, examines
periodically the compensation structure of the Company and administers the
Company's 1991 Long-Term Incentive Plan.
The members of the Management Review Committee for 1994 were F. R.
Lehman, Chairman, Hugo E. Braun, Jr., Leo B. Corwin, David F. Wallace,
Ervin E. Wardlow, and Richard V. Wolohan. This Committee met four times
during 1994. Among its various responsibilities, the Committee recommends
nominees for election as directors at the Annual Meeting of Stockholders
and individuals to fill vacancies which may occur between annual meetings.
The Committee will consider as potential nominees persons recommended by
stockholders. Such recommendations should include a personal biography of
the suggested nominee, an indication of the background or experience that
qualifies such person for consideration, and a statement that such person
has agreed to serve if nominated and elected.
COMPENSATION OF DIRECTORS
Directors who are not full-time employees received a fee of $12,000
for 1994, plus reimbursement for travel expenses to attend meetings of the
Board of Directors. During 1994 Mr. Corwin was paid $40,000 for consulting
services rendered to the Company.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is composed of two outside directors and is responsible for
developing and making recommendations to the Board of Directors with
respect to the Company's executive compensation policies. In addition, the
Compensation Committee, pursuant to authority delegated by the Board,
determines on an annual basis the compensation to be paid to the chief
executive officer and each of the other executive officers of the Company.
The Committee has available to it an outside compensation consultant
and access to independent compensation data.
The Company's compensation policy for officers is designed to
support the overall objective of enhancing value for stockholders by
attracting, developing, rewarding, and retaining highly qualified and
productive individuals; relating compensation to both Company and
individual performance; and ensuring compensation levels that are
externally competitive and internally equitable.
The key elements of the Company's officers compensation consist of
base salary, potential bonus awards under the Cash Profit
Sharing/Incentive Program based on overall Company performance and the
award of Performance Shares and stock options under the Long-Term
Incentive Plan which give the officers the opportunity to earn long-term
stock based incentives. The Compensation Committee's policies with respect
to each of these elements, including the bases for the compensation
awarded to Mr. Wolohan, the Company's chief executive officer, are
discussed below. In addition, while the elements of compensation described
below are considered separately, the Compensation Committee takes into
account the full compensation package afforded by the Company to the
individual.
BASE SALARY
Each officer's salary is reviewed annually. In determining
appropriate salary levels, consideration is given to scope of
responsibility, experience, Company and individual performance as well as
pay practices of other companies relating to executives of similar
responsibility.
<PAGE>
With respect to the base salary of Mr. Wolohan in 1994,
consideration was given to a comparison of base salaries of chief
executive officers of peer companies, and an assessment of Mr. Wolohan's
individual performance. Mr. Wolohan was granted a base salary of $205,667
for 1994, an increase of 11.2% over his $183,300 base salary for 1993.
CASH PROFIT-SHARING/INCENTIVE PROGRAM
The Company has a Cash Profit Sharing/Incentive Program under which
it distributes to all employees, including officers, a percent of its
profits before taxes and other adjustments. The program is composed of two
parts, with one part based on the Company's earnings per share and the
other based on cash sales improvement. All participants in the program are
assigned a grade level indicative of the level of responsibility of the
job which defines the range of their base salary. Accelerated percentages
of the profits are guaranteed to the participants if earnings per share
and cash sales reach certain specified amounts assigned to the
participant's grade level. Unless otherwise determined by the Compensation
Committee, no payments are made under the program unless a specific base
earnings per share amount is met.
LONG-TERM INCENTIVE PLAN
The purpose of the Long-Term Incentive Plan of the Company is to:
(i) strengthen the commonality of interest between management and the
Company's stockholders, (ii) provide strong incentives and rewards for key
employees to accomplish the Company's long term goals and objectives,
(iii) attract and retain employees of high caliber and ability, and (iv)
offer, in combination with base salaries, other incentives, and benefits,
a comprehensive and competitive total compensation program. The Plan
provides for the award of Performance Shares as well as stock options.
Performance Shares. The program for 1994 was composed of seven tiers
with each participant assigned to a tier upon the basis of the
participant's salary grade level. Performance Shares are based on earnings
per share and/or individual performance objectives. For each grade level
there is specified the number of Performance Shares which will be awarded
a participant if specified earnings per share and/or individual
performance objectives are achieved. No payment is made under the program
unless a specified base earnings per share amount is met.
Stock Options. Under the Long-Term Incentive Plan, stock options may
be granted, from time to time, to officers and key employees of the
Company. The number of options granted is determined by subjective
evaluation of the person's ability to influence the Company's long-term
growth and profitability. Stock options are granted with an exercise price
equal to the market price of the Common Stock on the date of grant. In
1994, Mr. Wolohan was granted options to purchase 20,000 shares at an
exercise price of $14 3/8 per share.
The Committee believes that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate goals and stockholder interest. As performance goals are met or
exceeded, resulting in increased value to stockholders, executives are
rewarded commensurately. The Committee believes that compensation levels
during 1994 adequately reflect the Company's compensation goals and
policies.
Compensation Committee
F. R. Lehman, Chairman
Hugo E. Braun, Jr.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer and the most highly compensated executive officers of
the Company whose total compensation exceeded $100,000 during 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards
----------------------- ------------
Number of
Securities
Name and Underlying
Principal Bonus Options/ All Other
Position Year Salary (2) Granted(3) Compensation(4)
-------- ---- ------ ----- ---------- ---------------
<S> <C> <C> <C> <C> <C>
James L. Wolohan 1994 $205,667 $59,502 20,000 $16,093
Chairman of the Board, 1993 183,300 22,200 -0- 12,659
President and Chief Executive Officer 1992 170,000 66,300 -0- 40,016
Robert F. Anderson 1994 108,092 25,850 10,000 10,797
Executive Vice President and Secretary 1993 94,667 9,700 -0- 8,763
1992 90,000 29,250 -0- 12,722
David G. Honaman 1994 108,092 25,850 10,000 7,921
Vice President -- Marketing and 1993 94,667 9,700 -0- 5,706
Merchandising 1992 90,000 29,250 -0- 9,691
Thomas M. Ostrander 1994 108,092 25,850 10,000 5,949
Vice President -- Operations 1993 94,667 9,700 -0- 3,930
1992 81,250 24,321 -0- 6,761
<FN>
(1) The aggregate amount of perquisites and other personal benefits for
any named executive does not exceed $50,000 or 10% of the total of
annual salary and bonus for any such named executive, and is
therefore, not reflected in the table.
(2) Amounts paid under the Cash Profit Sharing Plan.
(3) Represents the number of stock options granted under the Company's
1991 Long-Term Incentive Plan.
(4) This column includes the Company's contributions to the Deferred
Profit Sharing Plan and Supplemental Executive Retirement Program as
well as dividends paid on outstanding Performance Shares under the
Company's Long-Term Incentive Plans. The Company's 1994 contribution
to the Deferred Profit Sharing Plan was as follows: Mr. Wolohan --
$6,544; Mr. Anderson -- $5,334; Mr. Honaman -- $5,514 and Mr.
Ostrander -- $5,321. It also includes for Mr. Wolohan a contribution
in 1994 to the Supplemental Executive Retirement Program of $3,601 as
well as dividends paid on outstanding Performance Shares during 1994
under the Company's Long-Term Incentive Plans as follows: Mr. Wolohan
-- $5,948; Mr. Anderson -- $5,463; Mr. Honaman --$2,407; and Mr.
Ostrander -- $628.
</TABLE>
<PAGE>
LONG-TERM INCENTIVE PLAN -- AWARDS IN 1994
The following table sets forth information with respect to awards of
Performance Shares under the 1991 Long-Term Incentive Plan during 1994 to
the following persons named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Performance or Estimated
Number of Other Period Until Future Payouts
Performance Maturation --------------------------
Name Shares Awarded or Payout(1) Threshold Target Maximum
---- -------------- ----------------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
James L. Wolohan............ 2,380 12/31/2004 2,380 2,380 2,380
Robert F. Anderson.......... 1,582 12/31/2004 1,582 1,582 1,582
David G. Honaman............ 1,582 12/31/2004 1,582 1,582 1,582
Thomas M. Ostrander......... 1,582 12/31/2004 1,582 1,582 1,582
<FN>
(1) These Performance Shares may be fully earned by December 31, 1999 and
shall be deliverable to the participant on December 31, 2004.
</TABLE>
All Performance Shares shall be earned by a participant based on the
achievement of performance goals and/or individual performance objectives
at the end of the stated performance period and the participant's
continued employment after such period. Such shares as to which
performance goals and/or individual performance objectives have been met
shall be deemed earned by the participant in increments of twenty percent
per year for each year after the end of the stated performance period, so
that by the end of the fifth year after the end of the stated performance
period, the participant will have fully earned the Performance Shares.
Performance Shares shall be distributed to participants in the form
of one share of the Company's Common Stock for each Performance Share
earned. In lieu of immediate issuance of shares of Common Stock upon being
earned, the Committee shall defer the delivery of such shares for a period
of five years after the date all of the Performance Shares become 100%
earned; provided, however, in the event of termination of employment by
the participant during such five year period, all such shares not yet
distributed shall be delivered to or on behalf of the participant.
Under the prior Long-Term Incentive Plan which terminated on
December 31, 1990 except as to Performance Shares outstanding thereunder,
the above named officers are vested with the following number of
Performance Shares having the following aggregate values based on the last
sales price of the Common Stock of the Company on the NASDAQ National
Market System on December 31, 1994: Mr. Wolohan -- 13,039 shares --
$195,585; Mr. Anderson --18,010 shares -- $270,150; Mr. Honaman -- 7,095
shares -- $106,425; and Mr. Ostrander --743 shares -- $11,145.
Under the 1991 Long-Term Incentive Plan the above officers are
vested with the following number of Performance Shares having the
following aggregate values as determined above on December 31, 1994:
Mr. Wolohan -- 900 shares -- $13,500; and Messrs. Anderson, Honaman and
Ostrander -- 600 shares each -- $9,000. Mr. Wolohan has 4,150 shares with
a value of $62,250 as of December 31, 1994 which are not vested and
Messrs. Anderson, Honoman and Ostrander have 2,482 unvested shares each
valued at $37,230 at such date.
Shares of the Company's Common Stock as to which performance goals
and/or individual performance objectives have been met have full dividend
rights with respect to dividends declared after such goals and/or
objectives have been met, with such dividends being paid directly to the
participant.
<PAGE>
OPTIONS/SAR GRANTS DURING 1994
The following table sets forth information on stock options granted
during 1994 under the Company's 1991 Long-Term Incentive Plan to the
executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Percent of Potential Realizable
Total Value at Assumed Rates
Number of Options/SARS of Stock Price
Securities Granted to Exercise Appreciation for Option
Underlying Employees Price Term(4)
Options/SARS during Per Expiration ----------------------
Name Granted(1) 1994(2) Share(3) Date 5% 10%
---- ------------ --------- ------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
James L. Wolohan.... 20,000 23 $14.38 4/28/2004 $23.44 $37.24
Robert F. Anderson.. 10,000 11.5 14.38 4/28/2004 23.44 37.24
David G. Honaman.... 10,000 11.5 14.38 4/28/2004 23.44 37.24
Thomas M. Ostrander. 10,000 11.5 14.38 4/28/2004 23.44 37.24
<FN>
(1) The 1991 Long-Term Incentive Plan does not provide for the grant of
SARs.
(2) The Company granted options aggregating 87,000 shares to officers and
key employees during 1994.
(3) The exercise price may be paid by delivery of already-owned shares.
(4) As required by rules of the Securities and Exchange Commission,
potential values stated are based on the prescribed assumption that
the Company's Common Stock will appreciate in value from the date of
grant to the end of the option term at annualized rates of 5% and 10%
(total appreciation of 63% and 159%) respectively, and therefore are
not intended to forecast possible future appreciation, if any, in the
price of the Company's Common Stock.
</TABLE>
AGGREGATED OPTION EXERCISES DURING 1994 AND 1994 YEAR-END OPTION VALUES
The following table sets forth certain information on stock options
exercised during 1994 by the executive officers named in the Summary
Compensation Table along with the number and dollar value of options
remaining unexercised at December 31, 1994 and the value of such options
at December 31, 1994.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money Stock Options
Acquired Realized at December 31, 1994 at December 31, 1994
on at -------------------------- --------------------------
Name Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wolohan........ -0- -0- 20,000 -0- $12,400 -0-
Robert F. Anderson...... -0- -0- 10,000 -0- 6,200 -0-
David G. Honaman........ -0- -0- 10,000 -0- 6,200 -0-
Thomas M. Ostrander..... -0- -0- 10,000 -0- 6,200 -0-
</TABLE>
<PAGE>
PERFORMANCE GRAPH
The following graph compares the change in the Company's cumulative
total stockholder return on its Common Stock with the NASDAQ Stock Market
(U.S. Companies) and the NASDAQ Retail Trade Stocks.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[EDGAR NOTE: The performance graph required by Item 402(l) of
Regulation S-K appears in this position of the paper document.
A copy of the performance graph on paper is being submitted to
the Branch Chief in the Division of Corporation Finance. A
table containing the data used to create the performance
graph's data points is provided below.]
<TABLE>
<CAPTION>
29-Dec-89 31-Dec-90 31-Dec-91 31-Dec-92 31-Dec-93 30-Dec-94
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Wolohan Lumber Co. 100.0 80.3 117.3 157.3 122.4 108.4
NASDAQ Stock Market
(U.S. Companies) 100.0 84.9 136.3 158.6 180.9 176.9
NASDAQ Retail Trade Stocks 100.0 99.0 188.0 176.9 187.7 170.5
<FN>
Assuming $100 Invested on 12/29/89
with Dividends Reinvested
</TABLE>
<PAGE>
PROPOSED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The Wolohan Lumber Company Stock Option Plan for Non-Employee
Directors (the "Plan") was adopted by the Board of Directors subject to
approval of the Plan by the stockholders. The purposes of the Plan are to
attract and retain the services of experienced and knowledgeable
non-employee directors and to provide an incentive for such directors to
increase their proprietary interest in the Company's long-term success and
progress.
SUMMARY OF PLAN
The following summary describes the principal features of the Plan.
This summary is qualified in its entirety by reference to the specific
provisions of the Plan, which will be furnished without charge to any
stockholder requesting a copy.
Number of Shares Subject to the Plan: The total number of shares of
the Company's Common Stock ("Shares") which may be issued under the Plan
shall not exceed 50,000 Shares. Such number of Shares shall be
proportionately adjusted as a result of a reorganization, capitalization,
stock split, stock dividend or similar corporate transaction. Such Shares
may be either authorized and unissued shares or shares which have been
reacquired by the Company.
Administration and the Grant of Options: The Plan shall be
administered by a committee (the "Committee") of not less than two persons
consisting of the Chief Executive Officer of the Company and other persons
designated by him who are either officers of the Company or members of the
Board of Directors, none of whom is eligible to participate in the Plan.
The Plan provides for the grant of options to each director who is not
otherwise an employee of the Company. The Committee has the discretion to
determine to which directors an option is granted, the number of Shares
optioned and the terms and conditions of the option. Each director
receiving an option must execute an agreement indicating his intent to
continue to serve as a director of the Company for the remainder of the
calendar year in which the option is granted.
Term of Option Agreements: Options may not be exercised during the
first six months of their term and may be exercised in full at one time or
in part from time to time thereafter. In addition, options granted under
the Plan which remain unexercised, expire on such date as determined by
the Committee but in any event not later than ten years after the date of
the grant or one year after the optionee ceases to be a director.
Option Price and Payments: The option exercise price for an option
granted under the Plan shall be the fair market value of the Shares
covered by the option at the time the option is granted. Fair market value
shall mean the closing price of the Shares quoted on the day of grant on
the national market list as quoted in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or if there is
no such price published, then on the most recent preceding date on which
such prices are published. Options shall be paid in full upon exercise and
payments may be made in cash or, in whole or in part, in shares of the
Common Stock of the Company already owned by the person exercising the
option valued at the fair market value.
Transferability: An option granted under the Plan shall not be
assignable or transferable otherwise than by will or the laws of descent
and distribution, provided, however, an optionee, after written
notification to the Committee, may transfer an option to members of the
optionee's immediate family, including trusts for the benefit of such
family members and partnerships in which such family members are the only
partners. The transferee of an option shall agree to comply with and be
bound by all the terms and conditions contained in the Plan.
Tax Effects: Under current federal income tax law, a director who is
granted an option will not realize taxable income by reason of such grant.
However, upon the exercise of an option, the excess of the fair market
value over the option price of the shares purchased will be treated as
compensation and will be taxable to the director at ordinary income tax
rates. The Company will be entitled to a tax deduction in the amount of
any compensation income realized by the optionee.
<PAGE>
Termination and Amendment of the Plan: The Board of Directors may
amend, terminate or suspend the Plan at any time, in its sole and absolute
discretion provided, however, that without the approval of stockholders no
amendment shall increase the number of shares subject to the Plan or
reduce the option price below the fair market value of the Shares subject
to the option at the time the option was granted.
On March 17, 1995 the closing price of the Common Stock on NASDAQ
was $14 1/2.
REQUISITE VOTE
The affirmative vote of the holders of a majority of the outstanding
shares of the Company's Common Stock represented at the Annual Meeting
will be required for approval of the Stock Option Plan for Non-Employee
Directors.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE WOLOHAN LUMBER CO.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
SELECTION OF INDEPENDENT ACCOUNTANTS
Ernst & Young has been re-appointed as independent accountants to
audit the Company's financial statements for the year 1995 by the Board of
Directors of the Company upon the recommendation of the Audit Committee of
the Board of Directors. Representatives of Ernst & Young will be present
at the Annual Meeting of Stockholders, will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions by stockholders.
MISCELLANEOUS
It is not expected that any other matters are likely to be brought
before the meeting. However, if any other matters be presented, it is the
intention of the persons named in the proxy to vote the proxy in
accordance with their best judgment.
The entire cost of preparing and mailing the proxy material will be
borne by the Company. Solicitation of proxies will be made by mail,
personally, or by telephone or telegraph, by officers, directors and
regular employees of the Company. The Company will request brokerage
houses and other custodians, nominees and fiduciaries to forward
soliciting material to the stockholders and the Company will reimburse
such institutions for their out-of-pocket expenses incurred thereby.
It is important that proxies be returned promptly to avoid
unnecessary expense. Therefore, whether you plan to attend or not, you are
urged regardless of the number of shares of stock owned, to date, sign and
return the enclosed proxy promptly.
Stockholders Proposals Pursuant to the General Rules under the
Securities Exchange Act of 1934, proposals of stockholders intended to be
presented to the 1996 Annual Meeting of Stockholders must be received by
management of the Company at its executive offices on or before November
28, 1995.
By Order of the Board of Directors,
Robert F. Anderson, Secretary
<PAGE>
[Form of Proxy -- Front]
WOLOHAN LUMBER CO.
PROXY - SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 27, 1995
The undersigned hereby appoints JAMES L. WOLOHAN and ROBERT F. ANDERSON, or
either of them, with power of substitution in each, Proxies to vote all Common
Stock of the undersigned in Wolohan Lumber Co., at the Annual Meeting of
Stockholders to be held on April 27, 1995, and at all adjournments thereof.
- -------------------------------------------------------------------------------
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign this Proxy exactly as your name appears as printed hereon. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________________ ________________________________________
_____________________________________ ________________________________________
_____________________________________ ________________________________________
<PAGE>
[Form of Proxy -- Back]
<TABLE>
<S> <S>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except For Against Abstain
1.) Election of Directors / / / / / / 2.) To approve the Stock Option / / / / / /
Plan for Non-Employee Directors.
Nominees as Directors:
Richard V. Wolohan,
Robert F. Anderson, David F. Wallace, Ervin E. Wardlow,
Hugo E. Braun, Jr., James L. Wolohan, 3.) In their discretion, the proxies are authorized to vote
F. R. Lehman, and Leo B. Corwin upon such other matters as may properly come before the
meeting.
To withhold authority to vote for any individual nominee,
mark "For All Except" box and strike a line through the
Nominee(s) name.
Unless otherwise specified, the Proxies are appointed
to vote "FOR" the Election of all Directors and for the
RECORD DATE SHARES: Proposal.
- ---------------------------------------------------------
/ /
/ /
/ [REGISTRATION] /
/ /
/ /
- ---------------------------------------------------------
Please be sure to sign and / /
date this Proxy. / Date / Mark box at right if comments or address changes / /
- --------------------------------------------------------/ have been noted on the reverse side.
/ /
/ /
- ---------------------------------------------------------
Stockholder sign here Co-owner sign here
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>
DETACH CARD DETACH CARD
WOLOHAN LUMBER CO.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
April 27, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
WOLOHAN LUMBER CO.
