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EXHIBIT (a)(1)(C)
WOLOHAN LUMBER CO.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing shares of
common stock, $1.00 par value per share, of Wolohan Lumber Co., a Michigan
corporation, are not immediately available, or if the procedure for book-entry
transfer described in the Offer to Purchase dated November 9, 2000 and the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer, cannot be completed on a timely basis or
time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry transfer
(as defined in the Offer to Purchase) or the specific acknowledgement in the
case of a tender through the Automated Tender Offer Program of the Book-Entry
Transfer Facility (as defined in the Offer to Purchase), and any other required
documents, to reach the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
REGISTRAR AND TRANSFER COMPANY
By Mail: By Overnight Delivery: By Hand Delivery:
Registrar and Transfer Company Registrar and Transfer Company c/o The Depository Trust Company
10 Commerce Drive 10 Commerce Drive Transfer Agent Drop
Cranford, NJ 07016 Cranford, NJ 07016 55 Water St. 1st Floor
New York, NY 10041-0099
Facsimile Transmission: (908) 497-2311
Confirm Receipt of Facsimile by Telephone: (908) 497-2300, Ext. 2526
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO
WOLOHAN WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions to the Letter of Transmittal, the signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
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Ladies and Gentlemen:
The undersigned tenders to Wolohan Lumber Co. ("Wolohan") at the price per
share indicated in this Notice of Guaranteed Delivery, upon the terms and
subject to the conditions described in the Offer to Purchase and the related
Letter of Transmittal, receipt of which is hereby acknowledged, the number of
shares specified below pursuant to the guaranteed delivery procedure described
in Section 3 of the Offer to Purchase. All shares tendered and purchased will
include the associated common stock purchase rights issued pursuant to the
Rights Agreement dated as of February 16, 2000 between Wolohan and Registrar and
Transfer Company, as rights agent, and, unless the context otherwise requires,
all references to shares include the associated common stock purchase rights.
NUMBER OF SHARES TO BE TENDERED: SHARES.
ODD LOTS
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 shares.
The undersigned either (check one box):
[ ] is the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
[ ] is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s) of shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each person was the beneficial or
record owner of an aggregate of fewer than 100 shares and is tendering all
of those shares.
In addition, the undersigned is tendering shares either (check one box):
[ ] at the purchase price determined by Wolohan in accordance with the terms of
the offer (persons checking this box need not indicate the price per share
below); or
[ ] at the price per share indicated below in the section captioned "Price (In
Dollars) per Share at Which Shares Are Being Tendered."
CONDITIONAL TENDER
A tendering shareholder may condition his or her tender of shares upon
Wolohan purchasing a specified minimum number of the shares tendered, all as
described in the Offer to Purchase, particularly in Section 6. Unless at least
the minimum number of shares you indicate below is purchased by Wolohan pursuant
to the terms of the offer, none of the shares tendered by you will be purchased.
It is the tendering shareholder's responsibility to calculate the minimum number
of shares that must be purchased if any are purchased, and each shareholder is
urged to consult his or her own tax advisor. Unless this box has been completed
and a minimum specified, the tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased
is: shares.
Check only one box. If more than one box is checked or if
no box is checked, the shares will not be properly tendered.
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5 to the Letter of Transmittal)
By checking one of the following boxes below instead of the box under
"Shares Tendered at Price Determined Pursuant to the Offer," the undersigned
hereby tenders shares at the price checked. This action could result in none of
the shares being purchased if the purchase price determined by Wolohan for the
shares is less than the price checked below. A shareholder who desires to tender
shares at more than one price must complete a separate Letter of Transmittal for
each price at which shares are tendered. The same shares cannot be tendered at
more than one price.
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PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $10.000
[ ] $10.125
[ ] $10.250
[ ] $10.375
[ ] $10.500
[ ] $10.625
[ ] $10.750
[ ] $10.875
[ ] $11.000
[ ] $11.125
[ ] $11.250
[ ] $11.375
[ ] $11.500
[ ] $11.625
[ ] $11.750
[ ] $11.875
[ ] $12.000
OR
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
[ ] The undersigned wants to maximize the chance of having Wolohan purchase all
of the shares the undersigned is tendering (subject to the possibility of
proration).
Accordingly, by checking this one box instead of one of the price boxes
above, the undersigned hereby tenders shares and is willing to accept the
purchase price determined by Wolohan in accordance with the terms of the offer.
This action could result in receiving a price per share of as low as $10.00.
Signature(s):
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Name(s) of Record Holder(s):
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Please Type or Print
Certificate Nos.:
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Address:
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Zip Code
Daytime Area Code and Telephone No.:
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Date:
- ------------------------------ , 2000
If shares will be delivered by book-entry transfer, provide the following
information:
Account Number:
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GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity that is an "eligible guarantor institution," as that
term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended (each of the foregoing constituting an "Eligible Institution"),
guarantees the delivery to the Depositary of the shares tendered, in proper form
for transfer, or a confirmation that the shares tendered have been delivered
pursuant to the procedure for book-entry transfer described in the Offer to
Purchase into the Depositary's account at the Book-Entry Transfer Facility, in
each case together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile of the Letter of Transmittal), an
Agent's Message in the case of a book-entry transfer or the specific
acknowledgement in the case of a tender through the Automated Tender Offer
Program of the Book-Entry Transfer Facility, and any other required documents,
all within three (3) Nasdaq Stock Market trading days after the date of receipt
by the Depositary of this Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth in the Offer to Purchase. Failure to do so could result in a financial
loss to the Eligible Institution.
Name of Firm:
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Address:
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Zip Code:
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Area Code and Telephone No.:
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Authorized Signature
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Name:
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Please Print:
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Title:
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Date:
- --------------------- , 2000
Note: Do not send share certificates with this form. Certificates for shares
should be sent with the Letter of Transmittal.
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