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EXHIBIT (a)(5)(B)
[WOLOHAN LUMBER CO. LOGO]
November 9, 2000
To Our Shareholders:
We invite you to tender your shares of our common stock for purchase by
Wolohan. We are 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.
We will select the lowest purchase price that will allow us to buy
1,500,000 shares or, if a lesser number of shares are properly tendered, all
shares that are properly tendered and not properly withdrawn. All shares
acquired in the offer will be acquired at the same purchase price.
Our offer is being made upon the terms and subject to the conditions set
forth in the enclosed Offer to Purchase and related Letter of Transmittal. I
encourage you to read these materials carefully before making any decision with
respect to the offer. The offer will expire at 12:00 Midnight, Eastern time, on
Friday, December 15, 2000, unless we extend it.
We are making the offer to buy back our shares because over the past
several years, we have divested certain operating assets that no longer fit with
the company's current strategic focus to concentrate on professional builders
and large project-oriented customers. Consistent with this focus, we have also
eliminated or reduced certain products previously sold to the do-it-yourself
home improvement market. The redeployment of these assets has resulted in an
accumulation of cash on the company's balance sheet. We have determined that
this cash is significantly more than will be necessary to fund our working
capital, physical plant, and other needs related to current operations in the
foreseeable future. Moreover, we have analyzed a variety of other alternatives
for utilizing this cash, including potential opportunities for acquisitions. Our
management does not view any of these alternatives to be in the best interest of
enhancing shareholder value at this time and we are therefore seeking to utilize
the cash to deliver value directly to our shareholders.
Our Board has approved the offer. However, neither we nor our Board of
Directors nor the Dealer Manager of the offer makes any recommendation to
shareholders as to whether to tender or refrain from tendering their shares or
as to the purchase price at which shareholders should tender their shares, and
none of them have authorized any person to make any recommendation. Shareholders
are urged to evaluate carefully all information in the Offer to Purchase,
consult with their own investment and tax advisors and make their own decision
whether to tender and, if so, how many shares to tender and the price or prices
at which to tender them. We have been advised that none of our directors or
executive officers intends to tender any of their shares pursuant to the offer
except for one officer.
We have included a summary of the terms of the offer in the Offer to
Purchase. Please read the Offer to Purchase and Letter of Transmittal for more
information about the offer.
If you do not wish to participate in this offer, you do not need to take
any action. If you do wish to tender your shares, the instructions on how to
tender shares are explained in detail in the enclosed materials.
If you have any questions regarding the offer or need assistance in
tendering your shares, please contact MacKenzie Partners, Inc., the Information
Agent for the offer, at (212) 929-5500 (call collect) or (Toll-Free) (800)
322-2885, or U.S. Bancorp Piper Jaffray Inc., the Dealer Manager for the offer,
at (800) 333-6000, Ext. 36352.
Sincerely,
[JAMES L. WOLOHAN SIG]
James L. Wolohan
Wolohan Lumber Co.
President and Chief Executive Officer
1740 MIDLAND RD. P.O. BOX 3235 SAGINAW, MICH. 48605 (517) 793-4532