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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES AND EXCHANGE COMMISSION
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WOLOHAN LUMBER CO.
(Name of Issuer)
WOLOHAN LUMBER CO. (ISSUER)
(Name of Filing Person (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
977865-104
(CUSIP Number of Class of Securities)
JAMES L. WOLOHAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WOLOHAN LUMBER CO.
1740 MIDLAND ROAD
SAGINAW, MICHIGAN 48603
(517) 793-4532
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Filing Person)
COPY TO:
VERNE C. HAMPTON, II, ESQ.
DICKINSON WRIGHT PLLC
500 WOODWARD AVENUE, SUITE 4000
DETROIT, MICHIGAN 48226
(313) 223-3546
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $18,000,000 AMOUNT OF FILING FEE $3,600.00
* Assumes purchase of 1,500,000 shares of common stock, par value $1.00 per
share, at the maximum tender offer price of $12.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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AMOUNT PREVIOUSLY PAID: N/A FILING PARTY: N/A
FORM OR REGISTRATION NO.: N/A DATE FILED: N/A
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13c-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the offer by Wolohan
Lumber Co., a Michigan corporation, to purchase up to 1,500,000 shares (or such
lesser number of shares as are properly tendered) of its Common Stock, par value
$1.00 per share, including the associated common stock purchase rights issued
pursuant to the Rights Agreement, dated as of February 16, 2000, between the
Issuer and Registrar and Transfer Company, as the Rights Agent, at a price not
in excess of $12.00 nor less than $10.00 per share, net to the seller in cash,
without interest, as specified by shareholders tendering their shares, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
November 9, 2000 and in the related Letter of Transmittal, which, as amended or
supplemented from time to time, together constitute the offer. This Schedule TO
is intended to satisfy the reporting requirements of Section Rule-14(c)(2) of
the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase
and the related Letter of Transmittal are filed with this Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B).
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibit
(a)(1)(A) and (a)(1)(B), is incorporated in this Schedule TO by reference in
answer to Items 1 through 11 of this Tender Offer Statement on Schedule TO.
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ITEM 12. EXHIBITS.
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<S> <C>
(a)(1)(A) Offer to Purchase, dated November 9, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated November 9, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees, dated November 9,
2000
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated November 9, 2000
(a)(5)(B) Letter to shareholders from the President and Chief
Executive Officer of the Issuer, dated November 9, 2000
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
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SIGNATURE
After due 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.
WOLOHAN LUMBER CO.
By: /s/ JAMES L. WOLOHAN
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Name: James L. Wolohan
Title: President and Chief Executive
Officer
Date: November 9, 2000
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase, dated November 9, 2000
(a)(1)(B) Letter of Transmittal
(a)(1)(C) Notice of Guaranteed Delivery
(a)(1)(D) Letter to brokers, dealers, commercial banks, trust
companies and other nominees, dated November 9, 2000
(a)(1)(E) Letter to clients for use by brokers, dealers, commercial
banks, trust companies and other nominees, dated November 9,
2000
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(2)-(4) Not applicable
(a)(5)(A) Press Release, dated November 9, 2000
(a)(5)(B) Letter to shareholders from the President and Chief
Executive Officer of the Issuer, dated November 9, 2000
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
</TABLE>
