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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: ______
______________________________________________________________________
(2) Aggregate number of securities to which 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: _____________________
(5) Total fee paid: ______________________________________________________
______________________________________________________________________
[ ] Fees paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: _____________________________________________
(2) Form, schedule or registration statement no.: _______________________
(3) Filing party: _______________________________________________________
(4) Date filed: _________________________________________________________
<PAGE>
WOLOHAN LUMBER CO.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
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 24th day of April, 1997, at
2:00 P.M., Local Time, at the Citizens Bank Building, 101 North Washington
Avenue, Saginaw, Michigan for the following purposes:
1. To elect a Board of seven 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, 1997 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 27, 1997
<PAGE>
WOLOHAN LUMBER CO.
1740 Midland Road
Saginaw, Michigan 48603
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of March 27, 1997
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 24, 1997, at the Citizens
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, 1997 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 6,916,129
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.
1
<PAGE>
SECURITY OWNERSHIP
Management
The following table sets forth, as of March 1, 1997, 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 ..................... 2,000(2) *
Mark H. Hershberger ............... 15,331(3) *
David G. Honaman .................. 47,364(3) *
F. R. Lehman ...................... 4,013(2) *
Curtis J. LeMaster ................ 3,000(3) *
Lee A. Shobe ...................... 2,500(2) *
William E. Stark .................. 11,500(3) *
Ervin E. Wardlow .................. 1,605(2) *
Charles R. Weeks .................. 2,000(2) *
James L. Wolohan .................. 1,485,119(4) 21.5
Richard V. Wolohan ................ 80,623(2) 1.2
All Directors, Nominees and
Executive Officers as a
Group (12 persons) .............. 1,664,525(5) 24.1
<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
and does not include any shares held in the Long-Term Incentive Plans.
(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, Lee A. Shobe, Ervin E.
Wardlow, Charles R. Weeks, and Richard V. Wolohan, 1,000 shares each.
(3) The number of shares shown in the table includes shares issuable upon the
exercise of stock options for the following executive officers: Mark H.
Hershberger -- 7,500 shares; David G. Honaman -- 16,000 shares; Curtis J.
LeMaster -- 3,000 shares; and William E. Stark -- 11,500 shares.
(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>
2
<PAGE>
Certain Beneficial Owners
The following table sets forth the holdings of Common Stock of the
Company as of March 1, 1997, 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) 20.0
Timothy W. Wolohan Family ....................... 600,649(3) 8.7
6 Pinehurst Lane
Cincinnati, Ohio 45208
Franklin Resources, Inc. ........................ 530,844(4) 7.7
777 Mariners Island Boulevard
San Mateo, California 94403-7777
The State Teachers Retirement Board of Ohio...... 478,090 6.9
275 East Broad Street
Columbus, Ohio 43215
Dimensional Fund Advisors Inc.................... 403,592(4) 5.8
1299 Ocean Avenue
Santa Monica, California 90401
<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 seven 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.
Richard V. Wolohan, a founder of the Company who has served as a
director since 1964, has elected to retire as a director at the Annual
Meeting of Stockholders.
3
<PAGE>
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.
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> <C> <C>
Ervin E. Wardlow, 75 ..... Formerly President and a director of Kmart
Corporation. Director of Discount Auto Parts Co. .... 1981
Hugo E. Braun, Jr., 64 ... Partner, Braun Kendrick Finkbeiner, Attorneys-at-law.
Director of Citizens Banking Corporation ............ 1984
James L. Wolohan, 45 ..... Chairman of the Board, President and Chief Executive
Officer of the Company. Director of Jacobson Stores,
Inc. and Citizens Bank .............................. 1986
F. R. Lehman, 71 ......... Formerly Vice President of Dow Chemical U.S.A.,
General Manager of the Michigan Division. Director of
Dolco Packaging Corp. ............................... 1989
Leo B. Corwin, 62 ........ President, Txcor, Inc. Formerly Senior Vice President
of Merchandising for Builders Square, Inc. .......... 1992
Charles R. Weeks, 62 ..... Chairman and Director, Citizens Banking Corporation.
Formerly Chief Executive Officer, Citizens Banking
Corporation ......................................... 1996
Lee A. Shobe, 58 ......... Formerly President and Chief Executive Officer of Dow
Brands, Inc. ........................................ 1996
<FN>
(1) Each of the directors and nominees has had the same principal occupation
during the past five years except as follows: 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>
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 Citizens Bank, of which James L. Wolohan is a director.
Citizens Bank is a subsidiary of Citizens Banking Corporation, of which
Charles R. Weeks is Chairman and a director and Hugo E. Braun, Jr. is a
director.
Meetings and Committees
The Board of Directors held four meetings during 1996.
The Company has a standing Audit Committee, Compensation Committee and
Management Review Committee of the Board of Directors.
4
<PAGE>
The members of the Audit Committee for 1996 were Hugo E. Braun, Jr.,
Chairman, Leo B. Corwin, F. R. Lehman, Lee A. Shobe, David F. Wallace (until
October 1996), Ervin E. Wardlow, Charles R. Weeks, and Richard V. Wolohan.
The Audit Committee, which met four times during 1996, 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 1996 were F. R. Lehman,
Chairman, Hugo E. Braun, Jr., and Charles R. Weeks. The Compensation
Committee met four times during 1996. 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 1996 were F. R.
Lehman, Chairman, Hugo E. Braun, Jr., Leo B. Corwin, Lee A. Shobe, David F.
Wallace (until October 1996), Ervin E. Wardlow, Charles R. Weeks, and Richard
V. Wolohan. This Committee met four times during 1996. 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
1996, plus reimbursement for travel expenses to attend meetings of the Board
of Directors. On January 26, 1996, each of the current directors with the
exception of James L. Wolohan and Lee A. Shobe were 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, and on November 1, 1996
Mr. Shobe was granted an option to purchase 1,000 shares at an option price
of $12.50 per share. The option prices are equal to the closing market price
on the dates of grant.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee")
is composed of three 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 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
5
<PAGE>
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 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 1996, 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 $222,000 for 1996, an increase of
1.7% over his $218,333 base salary for 1995.
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.
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 1996 was composed of various 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.
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.
6
<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 1996
adequately reflect the Company's compensation goals and policies.
Compensation Committee
F. R. LEHMAN, Chairman
HUGO E. BRAUN, JR.
CHARLES R. WEEKS
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information with
respect to the compensation of the Chief Executive Officer and the named
executive officers of the Company.
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 1996 $222,000 $37,296 $ -0- $ 9,782
Chairman of the Board, 1995 218,333 -0- 10,000 8,391
President and Chief Executive Officer 1994 205,667 59,502 20,000 16,093
David G. Honaman 1996 116,000 16,240 -0- 4,740
Vice President -- Administration, 1995 114,000 -0- 6,000 3,921
Secretary and Chief Financial Officer 1994 108,092 25,850 10,000 7,921
William E. Stark 1996 95,000 13,328 -0- 2,855
Vice President -- Human Resources (5) 1995 93,333 -0- 6,500 1,994
1994 80,333 19,350 5,000 3,959
Mark H. Hershberger 1996 85,200 17,506 -0- 2,660
Vice President -- Purchasing (5) 1995 81,200 -0- 4,500 1,838
1994 75,000 13,913 3,000 3,802
Curtis J. LeMaster 1996 80,333 10,600 -0- 2,114
Vice President -- Marketing (5) 1995 19,500(6) -0- 3,000 -0-
<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.
7
<PAGE>
(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 1996 contribution to the
Deferred Profit Sharing Plan was as follows: Mr. Wolohan -- $3,267; Mr.
Honaman -- $2,737; Mr. Stark -- $2,242; Mr. Hershberger -- $2,019; and
Mr. LeMaster -- $1,904. It also includes for Mr. Wolohan a contribution
in 1996 to the Supplemental Executive Retirement Program of $1,568 as
well as dividends paid on outstanding Performance Shares during 1996
under the Company's Long-Term Incentive Plans as follows: Mr. Wolohan --
$4,947; Mr. Honaman -- $2,003; Mr. Stark -- $613; Mr. Hershberger -- $641;
and Mr. LeMaster -- $210.
(5) Mr. Stark was elected to his current position on October 28, 1994 and
Messrs. Hershberger and LeMaster were elected to their current positions
on August 1, 1996.
(6) Mr. LeMaster joined the Company on September 1, 1995.
</TABLE>
Long-Term Incentive Plan -- Awards in 1996
The following table sets forth information with respect to awards of
Performance Shares under the 1991 Long-Term Incentive Plan during 1996 to the
following executive officers 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 ......... 3,000 1/1/2007 3,000 3,000 3,000
David G. Honaman ......... 1,500 1/1/2007 1,500 1,500 1,500
William E. Stark ......... 1,500 1/1/2007 1,500 1,500 1,500
Mark H. Hershberger ...... 1,500 1/1/2007 1,500 1,500 1,500
Curtis J. LeMaster ....... 1,500 1/1/2007 1,500 1,500 1,500
<FN>
(1) These Performance Shares may be fully earned by January 1, 2002 and shall
be deliverable to the participant on January 1, 2007.
</TABLE>
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
Compensation 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.
8
<PAGE>
Under the 1991 Long-Term Incentive Plan the following executive
officers named in the Summary Compensation Table are vested and unvested 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, 1996:
<TABLE>
<CAPTION>
Performance Shares Performance Shares
Vested Unvested
------------------ ------------------
Name Number Value Number Value
---- ------ ----- ------ -----
<S> <C> <C> <C> <C>
James L. Wolohan ......... 2,752 $34,400 4,878 $60,975
David G. Honaman ......... 1,833 22,910 2,749 34,365
William E. Stark ......... 1,076 13,450 2,614 32,675
Mark H. Hershberger ...... 1,286 16,075 2,119 26,488
Curtis J. LeMaster ....... 200 2,500 2,300 28,750
</TABLE>
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,
1996: Mr. Wolohan -- 13,039 shares -- $162,988; Mr. Honaman -- 4,070 shares
- -- $50,875; and Mr. Hershberger -- 385 shares -- $4,813.
Options/SAR Grants During 1996
There were no options granted during 1996 under the Company's 1991
Long-Term Incentive Plan to the executive officers named in the Summary
Compensation Table.
Aggregated Option Exercises During 1996 and 1996 Year-End Option Values
The following table sets forth certain information on stock options
exercised during 1996 by the executive officers named in the Summary
Compensation Table along with the number and dollar value of options
remaining unexercised at December 31, 1996 and the value of such options at
December 31, 1996.
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Shares Value Unexercised Options In-the-Money Stock Options
Acquired Realized at December 31, 1996 at December 31, 1996
on at --------------------------- ---------------------------
Name Exercise Exercise Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Wolohan ......... -0- -0- 30,000 $-0- $32,500 -0-
David G. Honaman ......... -0- -0- 16,000 -0- 19,500 -0-
William E. Stark ......... -0- -0- 11,500 -0- 13,000 -0-
Mark H. Hershberger ...... -0- -0- 7,500 -0- 8,125 -0-
Curtis J. LeMaster ....... -0- -0- 3,000 -0- 9,750 -0-
</TABLE>
9
<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
<TABLE>
<CAPTION>
31-Dec-91 31-Dec-92 31-Dec-93 31-Dec-94 31-Dec-95 29-Dec-96
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Wolohan Lumber Co. 100.0 134.0 104.8 93.2 63.9 81.8
NASDAQ Stock Market
(U.S. Companies) 100.0 116.4 133.6 130.6 184.7 227.2
NASDAQ Retail Trade Stocks 100.0 94.2 99.4 90.6 99.8 119.0
</TABLE>
Assuming $100 Invested on 12/31/91
with Dividends Reinvested
10
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
Rehmann Robson PC has been appointed as independent auditors to audit
the Company's financial statements for the year 1997 by the Board of Directors
of the Company upon the recommendation of the Audit Committee of the Board of
Directors. Ernst & Young LLP who audited the Company's financial statements
for the year 1996 are not expected to be present at the Annual Meeting of
Stockholders. Representatives of Rehmann Robson PC 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 1998 Annual Meeting of Stockholders must be received by
management of the Company at its executive offices on or before November 27,
1997.
By Order of the Board of Directors,
DAVID G. HONAMAN, Secretary
11
<PAGE>
[Form of Proxy -- Front]
WOLOHAN LUMBER CO.
Proxy Solicited by the Board of Directors for the
Annual Meeting of Stockholders
to Be Held April 24, 1997
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 24, 1997, and at all adjournments thereof.
- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) 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, the 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
- ------------------------- 1.) Election of Directors. / / / / / /
WOLOHAN LUMBER CO. Nominees as Directors:
- -------------------------
Ervin E. Wardlow Leo B. Corwin
Hugo E. Braun, Jr. Charles R. Weeks
RECORD DATE SHARES: James L. Wolohan Lee A. Shobe
F.R. Lehman
NOTE: If you do not wish your shares voted "For" a
particular nominee, mark the "For All Except" box and
strike a line through the nominee's(s') name(s). Your
shares will be voted for the remaining nominee(s).
2.) In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
Unless otherwise specified, the Proxies are appointed
to vote FOR the Election of all Directors.
Please be sure to sign and / /
date this Proxy. / Date / Mark box at right if an address change or comment / /
- --------------------------------------------------------/ has been noted on the reverse side of this card.
/ /
/ /
- ---------------------------------------------------------
Shareholder sign here Co-owner sign here
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</TABLE>
DETACH CARD DETACH CARD
