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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-I
TENDER OFFER STATEMENT
(UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 2
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WOLOHAN LUMBER CO.
(Name of Issuer)
WOLOHAN LUMBER CO. (ISSUER)
(Name of Filing Person (identifying status as Offeror, Issuer or Other Person))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
977865-104
(CUSIP Number of Class of Securities)
JAMES L. WOLOHAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WOLOHAN LUMBER CO.
1740 MIDLAND ROAD
SAGINAW, MICHIGAN 48603
(517) 793-4532
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Filing Person)
COPY TO:
VERNE C. HAMPTON, II, ESQ.
DICKINSON WRIGHT PLLC
500 WOODWARD AVENUE, SUITE 4000
DETROIT, MICHIGAN 48226
(313) 223-3546
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $18,000,000 AMOUNT OF FILING FEE $3,600.00
* Assumes purchase of 1,500,000 shares of common stock, par value $1.00 per
share, at the maximum tender offer price of $12.00 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $3,600.00 FILING PARTY: Wolohan Lumber Co.
FORM OR REGISTRATION NO.: Schedule To DATE FILED: November 9, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] Third-party tender offer subject to Rule 14d-1.
[X] Issuer tender offer subject to Rule 13c-4.
[ ] Going-private transaction subject to Rule 13e-3.
[ ] Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to
the offer by Wolohan Lumber Co., a Michigan corporation, to purchase up to
1,500,000 shares (or such lesser number of shares as are properly tendered) of
its Common Stock, par value $1.00 per share, including the associated common
stock purchase rights issued pursuant to the Rights Agreement, dated as of
February 16, 2000, between the Issuer and Registrar and Transfer Company, as the
Rights Agent, at a price not in excess of $12.00 nor less than $10.00 per share,
net to the seller in cash, without interest, as specified by shareholders
tendering their shares, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated November 9, 2000 and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer. This Amendment No. 2 to Schedule TO is intended to satisfy
the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of
1934, as amended. Copies of the Offer to Purchase and the related Letter of
Transmittal were previously filed on Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively.
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(Continued on following page)
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ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby amended and supplemented by adding the
following language:
The tender offer expired at 5:00 p.m., Eastern time, on December 15, 2000.
Wolohan Lumber accepted for payment a total of 1,190,638 shares at a purchase
price of $12.00 per share. As of December 15, 2000, Wolohan Lumber had issued
and outstanding 4,577,260 shares of common stock. After completion of the tender
offer, Wolohan Lumber has 3,386,622 shares of common stock outstanding.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of Schedule TO is hereby amended and supplemented by adding the
following language:
On December 18, 2000, Wolohan Lumber issued a press release announcing the
results of the tender offer, a copy of which is filed as Exhibit (a)(5)(C) to
this Amendment No. 2 to Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented by adding Exhibit
(a)(5)(C).
EXHIBIT
NUMBER DESCRIPTION
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(a)(5)(C).. Press Release, dated December 18, 2000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WOLOHAN LUMBER CO.
By: /s/ JAMES L. WOLOHAN
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Name: James L. Wolohan
Title: President and Chief Executive
Officer
Date: December 18, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release, dated December 18, 2000