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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)
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AMENDMENT NO. 1
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
(989) 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* $22,500,000 AMOUNT OF FILING FEE $4,500.00
* Assumes purchase of 1,500,000 shares of common stock, par value $1.00 per
share, at the tender offer price of $15.00 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.
<Table>
AMOUNT PREVIOUSLY PAID: $4,500.00 FILING PARTY: Wolohan Lumber Co.
FORM OR REGISTRATION NO.: Schedule TO DATE FILED: August 7, 2001
</Table>
[ ] 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: [ ]
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 of $15.00 net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated August 8, 2001 and in the related Letter of Transmittal, which, as amended
or supplemented from time to time, together constitute the offer.
The Offer to Purchase, a copy of which was previously filed with this
Schedule TO as Exhibit (a)(1)(A) is hereby amended as follows in response to
Item 4 of this Tender Offer Statement on Schedule TO.
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Item 4. Terms of the Transaction.
7. Conditions of the Offer
A. The term "significant decrease in the market price of our common stock"
in paragraph (5) under "The Offer - Conditions of the Offer" is replaced with
the term "material decrease in the market price of our common stock".
B. The last paragraph under "The Offer - Conditions of the Offer" is hereby
amended to read as follows:
The conditions to the offer are for our benefit. We may assert them
in our discretion regardless of the circumstances giving rise to them
prior to the Expiration Date. Satisfaction of a condition, once
raised regardless of the circumstances, remains based upon objective
criteria beyond our control. We may waive them, in whole or in part,
at any time and from time to time prior to the Expiration Date, in
our discretion, whether or not we waive any other condition to the
offer. Our failure at any time to exercise any of these rights will
not be deemed a waiver of any such rights. The waiver of any of these
rights with respect to particular facts and circumstances will not be
deemed a waiver with respect to any other facts and circumstances.
Any determination we make concerning the events described in this
Section 7 will be final and binding upon all persons.
10. Source and Amount of Funds.
The following sentence is added to the third paragraph under "The Offer
- - Source and Amount of Funds" reading as follows:
"We do not have any alternative financing plans".
11. Certain Information Concerning Us.
The second paragraph under the sub-heading "Incorporation by Reference"
under "The Offer - Certain Information Concerning Us" is deleted in its entirety
and replaced with the following sentence:
"We incorporate by reference these documents."
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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: August 22, 2001