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 25, 1996
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 25th day of April, 1996, 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 nine Directors of the Company to hold office
until the next Annual Meeting of Stockholders or until their
successors are elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on March 1, 1996 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,
DAVID G. HONAMAN, Secretary
March 28, 1996
<PAGE>
WOLOHAN LUMBER CO.
1740 Midland Road
Saginaw, Michigan 48603
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of March 28, 1996
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 25, 1996, 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, 1996 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 7,007,444
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 27, 1996, the number of
shares of the Company's Common Stock beneficially owned by each director and
nominee for election as a director, each executive officer named in the
Summary Compensation Table and all directors, nominees and executive officers
as a group.
<TABLE>
<CAPTION>
Name of Individual Number Percent
or Group of Shares(1) of Class
------------------ ------------ --------
<S> <C> <C>
Hugo E. Braun, Jr ......... 9,470(2) *
Leo B. Corwin ............. 1,979(2) *
David G. Honaman .......... 47,364(3) *
F. R. Lehman .............. 4,013(2) *
Thomas M. Ostrander ....... 16,457(3) *
Lee A. Shobe .............. 1,500 *
David F. Wallace .......... 11,000(2) *
Ervin E. Wardlow .......... 1,605(2) *
Charles R. Weeks .......... 2,000(2) *
James L. Wolohan .......... 1,485,119(4) 21.2
Richard V. Wolohan ........ 80,623(2) 1.2
All Directors, Nominees and
Executive Officers as a
Group (11 persons) ...... 1,661,130(5) 23.7
<FN>
* Less than one percent
(1) The number of shares shown in the table does not include 9,740 shares
owned by spouses and children where beneficial ownership is disclaimed.
(2) The number of shares shown in the table includes shares which the
following directors have the right to acquire upon the exercise of stock
options granted under the Stock Option Plan for Non-Employee Directors:
Hugo E. Braun Jr., Leo B. Corwin, F. R. Lehman, David F. Wallace, Ervin E.
Wardlow, Charles R. Weeks, and Richard V. Wolohan, 1,000 shares each.
(3) The number of shares shown in the table includes as to David G. Honaman
and Thomas M. Ostrander 16,000 shares and 15,000 shares, respectively,
issuable upon the exercise of stock options.
(4) The number of shares shown in the table as beneficially owned by James L.
Wolohan includes 70,506 shares which he owns in his own name, 30,000
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.
(5) 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 27, 1996, 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 ..................... 1,383,040(2) 19.7
Timothy W. Wolohan Family ......................... 600,649(3) 8.6
6 Pinehurst Lane
Cincinnati, Ohio 45208
The State Teachers Retirement Board of Ohio......... 478,090(4) 6.8
275 East Broad Street
Columbus, Ohio 43215
Franklin Resources, Inc. .......................... 366,944(4) 5.2
777 Mariners Island Boulevard
San Mateo, California 94403-7777
<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, 7,260 shares are held by Michael J. Wolohan's spouse as
Trustee and 1,331 shares are held by Michael J. Wolohan as Trustee; James
L. Wolohan owns 70,506 shares, is custodian of an account which holds
1,573 shares and holds stock options to purchase 30,000 shares; and James
L. Wolohan's spouse holds 9,489 shares as Trustee of four trusts.
(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; 106,572
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 nine 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, except for Lee A. Shobe.
<TABLE>
<CAPTION>
Has
Served
Principal Occupation and as
Directorships in Other Director
Name and Age of Nominee Publicly Owned Companies(1) Since
- ----------------------- --------------------------- ---------
<S> <C> <C>
Richard V. Wolohan, 80.. Formerly Chairman of the Board of the Company ....... 1964
David F. Wallace, 72.... Formerly Chairman of the Board of the Company ....... 1980
Ervin E. Wardlow, 74.... Formerly President and a director of Kmart
Corporation. Director of Discount Auto Parts Co. .... 1981
Hugo E. Braun, Jr., 63.. Partner, Braun Kendrick Finkbeiner, Attorneys-at-law.
Director of Citizens Banking Corporation ............ 1984
James L. Wolohan, 44.... Chairman of the Board, President and Chief Executive
Officer of the Company. Director of Jacobson Stores,
Inc. ................................................ 1986
F. R. Lehman, 70........ Formerly Vice President of Dow Chemical U.S.A.,
General Manager of the Michigan Division. Director of
Dolco Packaging Corp. ............................... 1989
Leo B. Corwin, 61....... President, Txcor, Inc. .............................. 1992
Charles R. Weeks, 61.... Chairman, Chief Executive Officer and Director,
Citizens Banking Corporation ........................ 1996
Lee A. Shobe, 57........ Formerly President and Chief Executive Officer of Dow
Brands, Inc. ........................................ New
<FN>
(1) Each of the directors and nominees 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. Mr.
Shobe retired on December 31, 1995 after having served as President and
Chief Executive Officer of Dow Brands, Inc. for more than five years.
</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 Charles R. Weeks is Chairman, Chief Executive
Officer and a director and Hugo E. Braun, Jr. is a director.
Meetings and Committees
The Board of Directors held four meetings during 1995.
The Company has a standing Audit Committee, Compensation Committee and
Management Review Committee of the Board of Directors.
<PAGE>
The members of the Audit Committee for 1995 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 1995,
recommends the appointment, subject to approval by the Board of Directors, of
the Company's independent auditors. The Committee also reviews the accounting
principles and the financial reporting practices adopted by management, the
non-audit services performed by the independent auditors, and approves the
fees paid to the independent auditors.
The members of the Compensation Committee for 1995 were F. R. Lehman,
Chairman, and Hugo E. Braun, Jr. The Compensation Committee met four times
during 1995. 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 1995 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 1995.
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 $16,000 for
1995, plus reimbursement for travel expenses to attend meetings of the Board
of Directors. During 1995 Mr. Corwin was paid $30,000 for consulting services
rendered to the Company. On January 26, 1996, each of the current directors
with the exception of James L. Wolohan was granted an option under the Stock
Option Plan for Non-Employee Directors to purchase 1,000 shares of Common
Stock at an option price of $9.31 per share, which price was equal to the
closing market price on the date of grant. The options may not be exercised
during the first six months of their term.
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.
<PAGE>
Base Salary
Each officer's salary is reviewed annually. In determining appropriate
salary levels, consideration is given to the scope of responsibility,
experience, Company and individual performance as well as pay practices of
other companies relating to executives of similar responsibility.
With respect to the base salary of Mr. Wolohan in 1995, 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 $218,333 for 1995, an increase of 6.2%
over his $205,667 base salary for 1994.
Cash Profit-Sharing/Incentive Program
The Company has a Cash Profit Sharing/Incentive Program under which it
distributes to 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
performance levels specific to the respective participant. 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 performance levels 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. For 1995 the specific base
earnings per share amount was not met and therefore no distributions were made
under the program.
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 1995 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, which was the case in 1995.
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 1995, Mr. Wolohan
was granted options to purchase 10,000 shares at an exercise price of $9.25
per share.
<PAGE>
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 1995 adequately reflect
the Company's compensation goals and policies.
Compensation Committee
F. R. LEHMAN, Chairman
HUGO E. BRAUN, JR.
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 1995.
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 1995 $218,333 $ -0- 10,000 $ 8,391
Chairman of the Board, 1994 205,667 59,502 20,000 16,093
President and Chief Executive Officer 1993 183,300 22,200 -0- 12,659
David G. Honaman 1995 114,000 -0- 6,000 3,921
Vice President -- Administration, 1994 108,092 25,850 10,000 7,921
Secretary and Chief Financial Officer 1993 94,667 9,700 -0- 5,706
Thomas M. Ostrander 1995 114,000 -0- 5,000 2,777
Vice President -- Operations 1994 108,092 25,850 10,000 5,949
1993 94,667 9,700 -0- 3,930
<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 1995 contribution to the Deferred
Profit Sharing Plan was as follows: Mr. Wolohan -- $1,949; Mr. Honaman --
$1,817; and Mr. Ostrander -- $1,817. It also includes for Mr. Wolohan a
contribution in 1995 to the Supplemental Executive Retirement Program of
$1,661 as well as dividends paid on outstanding Performance Shares during
1995 under the Company's Long-Term Incentive Plans as follows: Mr. Wolohan
-- $4,781; Mr. Honaman --$2,104; and Mr. Ostrander -- $960.
</TABLE>
<PAGE>
Long-Term Incentive Plan -- Awards in 1995
There were no Performance Shares awarded under the 1991 Long-Term
Incentive Plan during 1995. Performance Shares when awarded are 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 1991 Long-Term Incentive Plan the following 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, 1995: Mr. Wolohan
- -- 1,826 shares -- $17,804; and Messrs. Honaman and Ostrander -- 1,216 shares
each -- $11,856. Mr. Wolohan has 2,804 shares with a value of $27,339 as of
December 31, 1995 which are not vested and Messrs. Honaman and Ostrander each
have 1,866 unvested shares each valued at $18,194 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.
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 as determined above on December 31,
1995: Mr. Wolohan -- 13,039 shares -- $127,130; Mr. Honaman -- 4,070 shares --
$39,683; and Mr. Ostrander -- 743 shares -- $7,244.
<PAGE>
Options/SAR Grants During 1995
The following table sets forth information on stock options granted
during 1995 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) 1995(2) Share(3) Date 5% 10%
---- ------------ ----------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
James L. Wolohan..... 10,000 20.4 $9.25 10/26/2005 $15.08 $23.96
David G. Honaman..... 6,000 12.2 9.25 10/26/2005 15.08 23.96
Thomas M. Ostrander.. 5,000 10.2 9.25 10/26/2005 15.08 23.96
<FN>
(1) The 1991 Long-Term Incentive Plan does not provide for the grant of SARs.
(2) The Company granted options aggregating 49,000 shares to officers and key
employees during 1995.
(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 1995 and 1995 Year-End Option Values
The following table sets forth certain information on stock options
exercised during 1995 by the executive officers named in the Summary
Compensation Table along with the number and dollar value of options remaining
unexercised at December 31, 1995 and the value of such options at December 31,
1995.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money Stock Options
Acquired Realized at December 31, 1995 at December 31, 1995
on at --------------------------- ---------------------------
Name Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wolohan...... -0- -0- 20,000 10,000 $ -0- $5,000
David G. Honaman...... -0- -0- 10,000 6,000 -0- 3,000
Thomas M. Ostrander... -0- -0- 10,000 5,000 -0- 2,500
</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
[ GRAPH ]
Assuming $100 Invested on 12/31/90
with Dividends Reinvested
<TABLE>
<CAPTION>
31-Dec-90 31-Dec-91 31-Dec-92 31-Dec-93 31-Dec-94 29-Dec-95
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Wolohan Lumber Co. ................. $100.0 $146.1 $195.0 $152.9 $136.2 $ 94.2
NASDAQ Stock Market (U.S. Companies) 100.0 160.6 186.9 214.5 209.7 296.3
NASDAQ Retail Trade Stocks ......... 100.0 190.0 178.8 188.9 172.3 190.3
</TABLE>
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
Ernst & Young LLP has been re-appointed as independent auditors to audit
the Company's financial statements for the year 1996 by the Board of Directors
of the Company upon the recommendation of the Audit Committee of the Board of
Directors. Representatives of Ernst & Young LLP 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 1997 Annual Meeting of Stockholders must be received by
management of the Company at its executive offices on or before November 27,
1996.
By Order of the Board of Directors,
DAVID G. HONAMAN, 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 25, 1996
The undersigned hereby appoints JAMES L. WOLOHAN and DAVID G. HONAMAN, 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 25, 1996, and at all adjournments thereof.
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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.
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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 2.) In their discretion, the proxies are authorized to vote
For hold Except upon such other matters as may properly come before the
1.) Election of Directors / / / / / / meeting.
Nominees as Directors: Unless otherwise specified, the Proxies are appointed
Richard V. Wolohan, to vote "FOR" the Election of all Directors.
David F. Wallace, Ervin E. Wardlow,
Hugo E. Braun, Jr., James L. Wolohan,
F. R. Lehman, Leo B. Corwin,
Charles R. Weeks and Lee A. Shobe
To withhold authority to vote for any individual nominee,
mark "For All Except" box and strike a line through the
Nominee(s) name.
RECORD DATE SHARES:
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/ /
/ /
/ [REGISTRATION] /
/ /
/ /
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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 25, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
WOLOHAN LUMBER CO.
