WOLOHAN LUMBER CO
SC 13G/A, 1996-02-14
LUMBER & OTHER BUILDING MATERIALS DEALERS
Previous: WILLIAMS COMPANIES INC, SC 13G/A, 1996-02-14
Next: WOODWARD GOVERNOR CO, SC 13G/A, 1996-02-14



<PAGE>


                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C 20549


                                     SCHEDULE 13G


                      Under the Securities Exchange Act of 1934


                                (Amendment No.__1__)*


                                  Wolohan Lumber Co.
          -----------------------------------------------------------------
                                   (Name of Issuer)

                                       Common
          -----------------------------------------------------------------
                            (Title of Class of Securities)

                                       97786510
                          ----------------------------------
                                    (CUSIP Number)



     Check  the following box if a  fee is being paid  with this statement /__/.
     (A  fee is  not required  only if  the filing  person: (1)  has a  previous
     statement on file  reporting beneficial ownership of more than five percent
     of  the class  of securities  described in  Item 1;  and  (2) has  filed no
     amendment  subsequent  thereto  reporting  beneficial  ownership   of  five
     percent or less of such class.) (See Rule 13d-7).

     *The remainder  of this  cover page  shall be  filled out  for a  reporting
     person's initial filing  on this form with respect  to the subject class of
     securities, and for  any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The information required in  the remainder of this cover page shall  not be
     deemed  to be  "filed"  for the  purpose of  Section  18 of  the Securities
     Exchange  Act of  1934 ("Act") or  otherwise subject to  the liabilities of
     that section of  the Act but  shall be subject to  all other provisions  of
     the Act (however, see the Notes).








     SEC 1745 (2/92)              Page 1 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 2 of 9 Pages


      1       NAME OF REPORTING PERSON
              S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                      Mitchell Hutchins Asset Management Inc.
                      IRS ID No.:13-2895752


      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) /__/
                      Joint filing
                                                                 (b) /__/
      3       SEC USE ONLY


      4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                      5        SOLE VOTING POWER

      NUMBER OF                        None

       SHARES         6        SHARED VOTING POWER

     BENEFICIALLY                      159,315

       OWNED BY       7        SOLE DISPOSITIVE POWER

        EACH                           None

      REPORTING       8        SHARED DISPOSITIVE POWER

       PERSON                          159,315

        WITH


      9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              159,315  (Not to  be  construed  as  an  admission  of  Beneficial
              ownership)

     10       CHECK  BOX IF  THE AGGREGATE  AMOUNT IN  ROW (9)  EXCLUDES CERTAIN
              SHARES*

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                         2.28

     12       TYPE OF REPORTING PERSON*

                                       CO, BD, IA



     SEC 1745 (2/92)              Page 2 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 3 of 9 Pages


      1       NAME OF REPORTING PERSON
              S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                      Mitchell Hutchins Institutional Investors Inc.
                      IRS ID No.:    13-3180862


      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) /__/
                      Joint filing
                                                                 (b) /__/
      3       SEC USE ONLY


      4       CITIZENSHIP OR PLACE OF ORGANIZATION

                      Delaware

                      5        SOLE VOTING POWER

      NUMBER OF                        None

       SHARES         6        SHARED VOTING POWER

     BENEFICIALLY                      159,315

       OWNED BY       7        SOLE DISPOSITIVE POWER

        EACH                           None

      REPORTING       8        SHARED DISPOSITIVE POWER

       PERSON                          159,315

        WITH


      9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              159,315  (Not to  be  construed  as  an  admission  of  Beneficial
              ownership)

     10       CHECK  BOX IF  THE AGGREGATE  AMOUNT IN  ROW (9)  EXCLUDES CERTAIN
              SHARES*

     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                         2.28

     12       TYPE OF REPORTING PERSON*

                                       CO, IA



     SEC 1745 (2/92)              Page 3 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 4 of 9 Pages


     Item 1.
              (a)     Name of Issuer
                               Wolohan Lumber Co.

              (b)     Address of Issuer's Principal Executive
                      Offices
                               1740 Midland Road
                               Saginaw, MI  48605
     Item 2.

              (a)     Name of Person Filing

                               Mitchell Hutchins Asset Management Inc.

              (b)     Address  of   Principal  Business  Office  or,   if  none,
                      Residence

                               1285 Avenue of the Americas
                               New York, NY  10019

              (c)     Citizenship

                               Delaware

              (d)     Title of Class of Securities

                               Common

              (e)     CUSIP Number

                               97786510

     Item 3.  If  this  statement  is   filed  pursuant  to  Rule  13d-1(b),  or
              13d-2(b), check whether the person filing is a:
              --------------------------------------------------------

              (a) /X/ Broker or Dealer registered under Section 15 of the Act

              (b) /_/ Bank as defined in section 3(a)(6) of the Act

              (c) /_/ Insurance Company  as defined in  section 3(a)(19) of  the
                      act

              (d) /_/ Investment  Company  registered  under  section  8  of the
                      Investment Company Act

              (e) /X/ Investment Adviser  registered  under section  203 of  the
                      Investment Advisers Act of 1940

              (f) /_/ Employee Benefit  Plan, Pension Fund  which is subject  to
                      the provisions  of the Employee Retirement Income Security
                      Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)



     SEC 1745 (2/92)              Page 4 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 5 of 9 Pages


              (g) /X/ Parent    Holding    Company,    in    accordance     with
                      240.13d-1(b)(ii)(G) (Note: See Item 7)

              (h) /_/ Group, in accordance with 240.13d-1(b)(1)(ii)(H)

     Item 4.  Ownership
              ---------

              Mitchell  Hutchins  Asset  Management Inc.  ("MHAM")  and Mitchell
              Hutchins  Institutional  Investors  Inc.  ("MHII")  each  disclaim
              direct beneficial  ownership of  the securities of  Wolohan Lumber
              Co. reported  herein, and the  filing of this  Schedule 13G  shall
              not  be construed  as an  admission that  these companies  are the
              beneficial owners of any Wolohan Lumber Co. securities.

              (a)     Amount Beneficially Owned

                      See line item (9) of the cover pages.

              (b)     Percent of Class

                      See line item (11) of the cover pages.

              (c)     Number of shares as to which such person has:
                      --------------------------------------------

                      (i)      Sole Power to vote or to direct the vote:

                               See line item (5) of the cover pages.

                      (ii)     Shared Power to vote or to direct the vote:

                               See line item (6) of the cover pages.

                      (iii)    Sole   Power   to  dispose   or  to   direct  the
                               disposition of:

                               See line item (7) of the cover pages.

                      (iv)     Shared  Power  to  dispose   or  to  direct   the
                               disposition of:

                               See line item (8) of the cover pages.

     Item 5. Ownership of Five Percent or Less of a Class
              --------------------------------------------

              If  this statement  is being filed  to report the fact  that as of
              the  date  hereof  the reporting  person  has  ceased  to  be  the
              beneficial  owner  of  more  than  5  percent  of  the  class   of
              securities, check the following (X).




     SEC 1745 (2/92)              Page 5 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 6 of 9 Pages


     Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
              ---------------------------------------------------------------

              Various persons have the right  to receive, or the power to direct
              the receipt of, dividends or proceeds from the sale of  securities
              reported herein.

     Item 7.  Identification   and  Classification   of  the   Subsidiary  Which
              Acquired  the  Security Being  Reported on  By the  Parent Holding
              Company
              -----------------------------------------------------------------

              See Exhibit A.

     Item 8.  Identification and Classification of Members of the Group
              ---------------------------------------------------------

              N/A

     Item 9.  Notice of Dissolution of Group
              ------------------------------

              N/A

     Item 10. Certification
               -------------

              By signing below I certify that, to  the best of my knowledge  and
              belief,  the securities  referred to  above  were acquired  in the
              ordinary course of business and were not acquired for the  purpose
              of  and do  not have  the  effect of  changing or  influencing the
              control of the issuer of  such securities and were not acquired in
              connection  with or  as a  participant  in any  transaction having
              such purposes or effect.

              Signature:

              After reasonable  inquiry and  to  the best  of my  knowledge  and
              belief,  I  certify  that  the  information   set  forth  in  this
              statement is true, complete and correct.

     Date: February 13, 1996                    /s/Michael Katz*
                                                ---------------------------
                                                Michael Katz
                                                Chief Financial Officer
                                                & Senior Vice President
     ____________

     *        Signature affixed  by Hiam Arfa  pursuant to a  power of  attorney
              dated  February  9,  1996   and  incorporated  by  reference  from
              Schedule 13G filed with  the Securities and Exchange Commission by
              Mitchell Hutchins Asset  Management Inc.  et al.  on February  13,
              1996 with respect to Flowers Industries, Inc.


     SEC 1745 (2/92)              Page 6 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 7 of 9 Pages


                              EXHIBIT A TO SCHEDULE 13G

                      ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES


     Mitchell Hutchins Institutional Investors Inc. ("MHII") is a wholly-owned
     subsidiary of Mitchell Hutchins Asset Management Inc. ("MHAM").  MHAM is a
     parent holding company as that term is defined by Rule 13d-1(b)(1)(ii)(G)
     of the Securities Exchange Act of 1934 (the  Act ).  MHAM is a broker-
     dealer registered under Section 15 of the Act.  MHAM and MHII are
     investment advisers registered under section 203 of the Investment
     Advisers Act of 1940.

              MHAM and MHII are Delaware corporations whose business address is
              as follows:

                      1285 Avenue of the Americas
                      New York, NY  10019

              The companies filing this joint Schedule 13G report beneficial
     ownership of the Common Stock of Wolohan Lumber Co. in the following
     amounts:

     <TABLE>
     <CAPTION>

                                                 Shares Owned
                                                   Directly           Shares
                                                  or through       Beneficially
                     Company                   Managed Accounts       Owned
                     -------                   ----------------       -----
      <S>              <C>                           <C>               <C>
      1.       Mitchell Hutchins                   159,315           159,315
               Institutional Investors Inc.
      2.       Mitchell Hutchins Asset               None            159,315
               Management Inc.

     </TABLE>

















     SEC 1745 (2/92)              Page 7 of 9 pages
<PAGE>



     CUSIP No. 97786510                  13G                   Page 8 of 9 Pages


                                JOINT FILING AGREEMENT
                                ----------------------


              Each of the undersigned persons hereby agrees and consents to
     this joint filing of Schedule 13G on such person s behalf, pursuant to
     section 13(d) and (g) of the Securities and Exchange Act of 1934, as
     amended, and the rules promulgated thereunder.  Each of these persons is
     not responsible for the completeness or accuracy of the information
     concerning the other persons making this filing, unless such person knows
     or has reason to believe that such information is inaccurate.


     Dated:  February 13, 1996



     Mitchell Hutchins Asset Management Inc.    Mitchell Hutchins Institutional
                                                Investors Inc.

     By:  /s/Michael Katz*                      By:  /s/Michael Katz*
          ----------------------                     ----------------------
          Michael Katz                               Michael Katz
          Chief Financial Officer                    Chief Financial Officer
          & Senior Vice President                    & Senior Vice President



















     _______________

     *        Signature affixed by Hiam Arfa pursuant to a power of attorney
              dated February 9, 1996 and incorporated by reference from
              Schedule 13G filed with the Securities and Exchange Commission by
              Mitchell Hutchins Asset Management Inc. et al. on February 13,
              1996 with respect to Flowers Industries, Inc.




     SEC 1745 (2/92)              Page 8 of 9 pages
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission