SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - February 4, 2000
WOLOHAN LUMBER CO.
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(Exact name of registrant as specified in its charter)
Michigan 0-6169 38-1746752
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1740 Midland Road, Saginaw, Michigan 48605
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code - (517) 793-4532
Item 5. Other Events
On February 4, 2000, the Board of Directors of Wolohan
Lumber Co. (the "Company") declared a dividend distribution of one Right for
each outstanding share of Wolohan Common Stock to stockholders of record at
the close of business on February 16, 2000. Each Right entitles the
registered holder to purchase from the Company one share of Common Stock,
$1.00 value per share (the "Common Stock"), at a Purchase Price of $50 per
share, subject to adjustment ("Purchase Price"). The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and Registrar and Transfer Company, a New Jersey
corporation, as Rights Agent.
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate
Rights Certificates will be distributed. The Rights will separate from the
Common Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 20% or more of
such outstanding shares of Common Stock or (iii) 10 business days after the
Board of Directors of the Company determines any person, alone or together
with its affiliates and associates, has become the Beneficial Owner of an
amount of Common Stock which the Board of Directors determines to be
substantial (which amount shall in no event be less than 10% of the shares of
Common Stock outstanding) and the Board of Directors, after reasonable
inquiry and investigation, including consultation with such persons as the
directors shall deem appropriate, shall determine that (a) such beneficial
ownership by such person is intended to cause the Company to repurchase the
Common Stock beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of transactions
intended to provide such person with short-term financial gain under
circumstances where the Board of Directors determines that the best long-term
interests of the Company and its stockholders would not be served by taking
such action or entering into such transactions or series of transactions at
that time or (b) such beneficial ownership is causing or reasonably likely to
cause a material adverse impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company's ability to
maintain its competitive position) on the business or prospects of the
Company (any such person being referred to herein and in the Rights Agreement
as an Adverse Person").
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and
only with such Common Stock certificates, (ii) new Common Stock certificates
issued after February 16, 2000 will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also
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constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on February 15, 2010, unless
earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that (i) a Person becomes the beneficial
owner of 20% or more of the then outstanding shares of Common Stock (except
pursuant to an offer for all outstanding shares of Common Stock which the
Board of Directors determines after receiving advice from one or more
investment banking firms to be fair to stockholders and otherwise in the best
interests of the Company and its stockholders) or (ii) the Board of Directors
determines that a person is an Adverse Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person or Adverse Person will be null and void.
For example, at an exercise price of $50 per Right, each
Right not owned by an Acquiring Person or by an Adverse Person (or by certain
related parties) following an event set forth in the preceding paragraph
would entitle its holder to purchase $100 worth of Common Stock (or other
consideration, as noted above) for $50. Assuming that the Common Stock had a
per share value of $25 at such time, the holder of each valid Right would be
entitled to purchase four shares of Common Stock for $50.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a consolidation or merger in
which the Company is not the surviving corporation or (ii) another person
shall consolidate or merge with or into the Company and the Company shall be
the surviving corporation and in connection therewith all or part of the
shares of Common Stock are exchanged for securities, cash or property of any
other person, or (iii) more than 50% of the Company's assets or earning power
is sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having
a value equal to two times the exercise price of the Right. The events set
forth in this paragraph and in the second preceding paragraph are referred to
as the "Triggering Events."
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The Purchase Price payable, and the number of shares of
Common Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) if holders of the Common Stock
are granted certain rights, options or warrants to subscribe for Common Stock
or convertible securities at less than the current market price of the Common
Stock, or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness, cash (excluding regular quarterly cash dividends),
assets or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase
Price shall be required until cumulative adjustments amount to at least 1% of
the Purchase Price. No fractional shares of Common Stock will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading date prior to the date of exercise.
In general, at any time until 10 business days
following the Stock Acquisition Date, the Company may redeem the Rights at a
price of $.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board of Directors). The Company may not redeem the
Rights if the Board of Directors has previously declared a person to be an
Adverse Person. After the redemption period has expired but prior to any
Triggering Event, the Company's right of redemption may be reinstated if (i)
an Acquiring Person reduces his beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company and (ii) there are no other persons who are
Acquiring Persons. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of the Rights will be to receive the $.01 redemption
price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income
in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company as
set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights Agreement
may be amended by the Board of Directors of the Company prior to the
Distribution Date. After the Distribution Date, the provisions of the Rights
Agreement may be amended by the Board of Directors in order to cure any
ambiguity, to make changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
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As described in the Letter to Stockholders, the form of
which is filed herewith, the Board of Directors has adopted the Rights
Agreement to provide a mechanism with which the role of the Board of
Directors of the Company is strengthened in assuring that if the Company is
ever confronted with a hostile attack, it can bargain for the greatest
interest of all its stockholders.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
4. Rights Agreement, dated as of February 16, 2000, between
Wolohan Lumber Co. and Registrar and Transfer Company as
Rights Agent.
28(a). Press Release issued February 8 , 2000.
28(b). Form of letter to stockholders.
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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 thereunto duly authorized.
Date: February 16, 2000
WOLOHAN LUMBER CO.
By: /s/ James L. Wolohan
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James L. Wolohan
President and
Chief Executive Officer