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EXHIBIT (a)(1)(E)
WOLOHAN LUMBER CO.
OFFER TO PURCHASE FOR CASH
BY
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 Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November 9,
2000 and the related Letter of Transmittal in connection with the offer by
Wolohan Lumber Co., a Michigan corporation, to purchase shares of its common
stock, $1.00 par value per share. Wolohan is offering to purchase 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shares that are properly tendered and not withdrawn.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not properly withdrawn will be purchased.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.
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 before the Expiration
Date, Wolohan will purchase 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, and properly tendered all those
shares at or below the purchase price and then, subject to the conditional
tender provisions, on a pro rata basis from all other shareholders who properly
tender shares at prices at or below the purchase price.
A tender of your shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender your shares held by us
for your account.
Accordingly, we request instructions as to whether you wish to tender any
or all of the shares held by us for your account, upon the terms and subject to
the conditions of the offer.
Please note the following:
1. Shares may be tendered at prices not greater than $12.00 nor less
than $10.00 per share, as indicated in the attached Instruction Form net to
you in cash, without interest.
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2. The priority in which certificates will be purchased in the event
of proration may be designated.
3. The Offer to Purchase is not conditioned on any minimum number of
shares being tendered. The Offer to Purchase is, however, subject to other
conditions described in the Offer to Purchase.
4. The Offer to Purchase, proration period and withdrawal rights will
expire at 12:00 Midnight, Eastern time, on Friday, December 15, 2000,
unless the Offer to Purchase is extended.
5. The Offer to Purchase is for 1,500,000 shares, constituting
approximately 33% of the shares outstanding as of November 9, 2000.
6. Wolohan's Board of Directors has approved the making of the Offer
to Purchase. However, neither Wolohan nor Wolohan's Board of Directors nor
the Dealer Manager is making any recommendation whether you should tender
or refrain from tendering your shares or at what purchase price you should
choose to tender your shares. You must make the decision whether to tender
your shares and, if so, how many shares to tender and the price or prices
at which you will tender them.
Wolohan will, upon the terms and subject to the conditions of the offer,
accept all your shares for purchase if:
- you owned beneficially or of record an aggregate of fewer than 100
shares;
- you instruct us to tender on your behalf all your shares at or below the
purchase price before the Expiration Date; and
- you complete the section entitled "Odd Lots" in the attached Instruction
Form.
If you wish to tender portions of your shares at different prices, you must
complete a separate Instruction Form for each price at which you wish to tender
each portion of your shares. We must submit separate Letters of Transmittal on
your behalf for each price you will accept for each portion tendered.
If you wish to have us tender any or all of your shares, please instruct us
by completing, executing, detaching and returning the attached Instruction Form.
An envelope to return your Instruction Form to us is enclosed. If you authorize
us to tender your shares, all your shares will be tendered unless otherwise
indicated on the attached Instruction Form.
Please forward your Instruction Form to us as soon as possible to allow us
ample time to tender your shares on your behalf prior to the expiration of the
offer.
As described in the Offer to Purchase, if more than 1,500,000 shares, or
any greater number of shares as Wolohan may elect to purchase, have been
properly tendered at or below the purchase price and not properly withdrawn
before the Expiration Date, Wolohan will purchase tendered shares on the basis
described below:
1. First, all shares tendered and not withdrawn before the Expiration
Date by any Odd Lot Holder who:
(a) tenders all shares owned beneficially or of record by the Odd
Lot Holder at a price at or below the purchase price (tenders of less
than all shares owned by the Odd Lot Holder will not qualify for this
preference); and
(b) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
2. Second, after purchase of all of the foregoing shares, subject to
the conditional tender provisions described in Section 6 of the Offer to
Purchase, all other shares properly tendered at prices at or below the
purchase price and not properly withdrawn before the Expiration Date, on a
pro rata basis (with appropriate adjustments to avoid purchases of
fractional shares) as described in the Offer to Purchase.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Wolohan. The offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of shares of common stock of Wolohan
residing in any jurisdiction in which the making of the offer or acceptance
thereof would not be in compliance with the securities laws of that
jurisdiction.
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INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF WOLOHAN LUMBER CO.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated November 9, 2000 and the related Letter of Transmittal
in connection with the offer by Wolohan Lumber Co., a Michigan corporation, to
purchase shares of its common stock, $1.00 par value per share. Wolohan is
offering to purchase 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'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.
This will instruct you to tender to Wolohan, on (our) (my) behalf, the
number of shares indicated below (or if no number is indicated below, all
shares) which are beneficially owned by (us) (me) and registered in your name,
upon the terms and subject to the conditions of offer.
Number of shares to be tendered:
- ------------------------------ shares.*
Odd Lots
[ ] By checking this box, the undersigned represents that the undersigned owns,
beneficially or of record, 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, as it will be 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 under "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 Section 6 of the Offer to Purchase. 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.
* Unless otherwise indicated, it will be assumed that all shares held by us for
your account are to be tendered.
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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 Instruction Form for each
price at which shares are tendered. The same shares cannot be tendered at more
than one price.
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
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.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE:
Signature(s):
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Print Name(s):
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Address(es):
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Area Code
and Telephone Number:
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Taxpayer Identification or
Social Security Number:
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Date: , 2000