UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report November 1, 1996
WOLOHAN LUMBER CO.
(Exact name of registrant as specified in its charter)
Michigan 38-1746752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
1740 Midland Road, Saginaw, Michigan 48603
(Address of principal executive offices)
(517) 793-4532
(Registrant's telephone number,
including area code)
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Item 4. Changes in Registrant's Certifying Accountants
At a meeting held on November 1, 1996, the Board of Directors
of the Company approved the engagement of Rehmann Robson as
its independent auditors for the fiscal year ending December
27, 1997, to replace the firm of Ernst & Young LLP, who will
be dismissed as auditors of the Company effective March 31,
1997. Ernst & Young LLP will continue as the Company's
independent auditors for the fiscal year ending December 28,
1996. The audit committee of the Board of Directors approved
the change in auditors on October 31, 1996.
The reports of Ernst & Young LLP on the Company's financial
statements for the past two fiscal years did not contain an
adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the audits of the Company's financial
statements for each of the two fiscal years ended December 31,
1994, and December 31, 1995, and in the subsequent interim
period, there were no disagreements with Ernst & Young LLP on
any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which,
if not resolved to the satisfaction of Ernst & Young LLP would
have caused Ernst & Young LLP to make reference to the matter
in their report.
The Company has requested Ernst & Young LLP to furnish it a
letter addressed to the Commission stating whether it agrees
with the above statements. A copy of that letter, dated
November 5, 1996 is filed as Exhibit 1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) The following exhibit is filed as part of this Report.
1) Letter from Ernst & Young LLP to the Securities and
Exchange Commission.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereto duly authorized.
WOLOHAN LUMBER CO.
Registrant
Date: November 6, 1996 /s/ David G. Honaman
David G. Honaman
Vice President -
Administration
and Chief Financial Officer
Ernst & Young LLP
November 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read Item 4 of Form 8-K dated November 1, 1996 of Wolohan
Lumber Co. and are in agreement with the statements contained in
the second and third paragraphs, and the first sentence of the
fourth paragraph on page two therein. We have no basis to agree
or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
