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EXHIBIT (a)(1)(D)
WOLOHAN LUMBER CO.
OFFER TO PURCHASE FOR CASH
BY
[US BANCORP PIPER JAFFRAY LOGO] WOLOHAN LUMBER CO.
UP TO 1,500,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $12.00 NOR LESS THAN $10.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
November 9, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Wolohan Lumber Co., a Michigan corporation, has appointed us to act as the
dealer manager in connection with its offer to purchase shares of its common
stock, $1.00 par value per share. The offer is for the purchase of up to
1,500,000 shares at a price not greater than $12.00 nor less than $10.00 per
share, net to the seller in cash, without interest, as specified by shareholders
tendering their shares.
Wolohan will select the lowest purchase price that will allow it to buy
1,500,000 shares or, if a lesser number of shares are properly tendered, all
shares that are properly tendered and not withdrawn. All shares acquired in the
offer will be acquired at the same purchase price.
Wolohan's offer is being made upon the terms and subject to the conditions
set forth in the Offer to Purchase and in the related Letter of Transmittal,
which, as amended or supplemented from time to time, together constitute the
offer. 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.
Only shares properly tendered at prices at or below the purchase price and
not properly withdrawn will be purchased. However, because of the "odd lot"
priority, proration and conditional tender provisions described in the Offer to
Purchase, all of the shares tendered at or below the purchase price will not be
purchased if more than the number of shares Wolohan seeks are properly tendered.
Shares tendered at prices in excess of the purchase price that is determined by
Wolohan and shares not purchased because of proration or conditional tenders
will be returned as promptly as practicable following the Expiration Date.
Wolohan reserves the right, in its sole discretion, to purchase more than
1,500,000 shares pursuant to the offer, subject to applicable law.
The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to other conditions.
If at the expiration of the offer more than 1,500,000 shares, or any
greater number of shares as Wolohan may elect to purchase, are properly tendered
at or below the purchase price and not properly withdrawn, Wolohan will buy
shares first from any person (an "Odd Lot Holder") who owned beneficially or of
record an aggregate of fewer than 100 shares and so certified in the appropriate
place on the Letter of Transmittal and, if applicable, on a Notice of Guaranteed
Delivery, who properly tender all their shares at or below the purchase price,
and then on a pro rata basis from all other shareholders who properly tender
shares at prices at or below the purchase price, subject to the conditional
tender provisions.
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For your information and for forwarding to those of your clients for whom
you hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase dated November 9, 2000;
2. The Letter of Transmittal for your use and for the information of your
clients, together with the accompanying Substitute Form W-9. Facsimile copies of
the Letter of Transmittal, with manual signatures, may be used to tender shares;
3. A letter to the shareholders of Wolohan dated November 9, 2000 from
James L. Wolohan, President and Chief Executive Officer of Wolohan;
4. The Notice of Guaranteed Delivery to be used to accept the offer and
tender shares pursuant to the offer if none of the procedures for tendering
shares described in the Offer to Purchase can be completed on a timely basis;
5. A printed form of letter, which you may send to your clients for whose
accounts you hold shares registered in your name or in the name of your nominee,
with an instruction form provided for obtaining the clients' instructions with
regard to the offer;
6. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
7. A return envelope addressed to Registrar and Transfer Company, as
Depositary for the offer.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that the offer, proration period and
withdrawal rights will expire at 12:00 Midnight, Eastern time, on Friday,
December 15, 2000, unless the offer is extended.
Holders of shares whose certificate(s) for the shares are not immediately
available or who cannot deliver the certificate(s) and all other required
documents to the Depositary, or complete the procedures for book-entry transfer,
before the Expiration Date must tender their shares according to the procedure
for guaranteed delivery described in Section 3 of the Offer to Purchase.
Neither Wolohan nor any officer, director, shareholder, agent or other
representative of Wolohan will pay any fees or commissions to any broker, dealer
or other person for soliciting tenders of shares pursuant to the offer (other
than fees paid to U.S. Bancorp Piper Jaffray Inc., as Dealer Manager, as
described in the Offer to Purchase). Wolohan will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to your clients whose shares are held
by you as a nominee or in a fiduciary capacity. Wolohan will pay or cause to be
paid any stock transfer taxes applicable to its purchase of shares, except as
otherwise provided in the Letter of Transmittal.
Requests for additional copies of the enclosed materials and any inquiries
you may have with respect to the offer should be addressed to MacKenzie
Partners, Inc. as Information Agent, 156 Fifth Avenue, New York, New York 10010,
(212) 929-5500 (call collect) or Toll-Free (800) 322-2885.
Very truly yours,
U.S. BANCORP PIPER JAFFRAY INC.
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE
YOU OR ANY OTHER PERSON AN AGENT OF WOLOHAN, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND
THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
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