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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 OF $15.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON FRIDAY, SEPTEMBER 21, 2001, UNLESS THE OFFER IS EXTENDED.
August 7, 2001
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated August 7,
2001 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 of $15.00 per share, net to the seller in cash,
without interest.
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Only shares properly tendered and not properly withdrawn will be purchased.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 will
not be purchased if more than the number of shares Wolohan seeks are properly
tendered. 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
and not properly withdrawn before the Expiration Date, Wolohan will purchase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 then, subject to the conditional tender provisions, on a pro rata
basis from all other shareholders who properly tender shares.
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. The priority in which certificates will be purchased in the event
of proration may be designated.
2. 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.
3. The Offer to Purchase, proration period and withdrawal rights will
expire at 5:00 p.m., Eastern time, on Friday, September 21, 2001,
unless the Offer to Purchase is extended.
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4. The Offer to Purchase is for 1,500,000 shares, constituting
approximately 45% of the shares outstanding as of August 7, 2001.
5. Wolohan's Board of Directors has approved the making of the Offer
to Purchase. However, neither Wolohan nor Wolohan's Board of
Directors is making any recommendation whether you should tender or
refrain from tendering your shares. You must make the decision
whether to tender your shares and, if so, how many shares to
tender.
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 before the
Expiration Date; and
- you complete the section entitled "Odd Lots" in the attached Instruction
Form.
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 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 (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 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 August 7, 2001 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 of $15.00 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.
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.
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: , 2001