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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. 2
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. 2 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. The Letter of Transmittal,
a copy of which was previously filed with this Schedule TO as Exhibit (a)(1)(B)
is hereby amended as hereinafter provided.
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Item 4. Terms of Transaction.
1. Number of Shares
The third sentence of the sub-paragraph headed "Proration" under the
caption "Number of Shares" is amended to read as follows:
"Because of the difficulty in determining the number of shares
properly tendered and not properly withdrawn, and because of
the Odd Lot procedure described above and the conditional
tender procedure described in Section 6, we would expect that
we will be able to announce the final proration factor and
commence payment for any shares purchased pursuant to the
offer promptly after the Expiration Date and in any event
within three business days after the Expiration Date."
4. Withdrawal Rights
The first sentence under the caption "Withdrawal Rights" is amended to read as
follows:
"Shares tendered pursuant to the offer may be withdrawn at any
time during the period that the offer may be considered open,
including the Expiration Date on Friday, September 21, 2001,
and unless already accepted for payment by us pursuant to the
offer, may be withdrawn at any time after the Expiration Date
at 5:00 p.m. Eastern time, on Friday, September 21, 2001."
7. Conditions of the Offer
The sixth sentence of the last paragraph under the caption "Conditions
of the Offer" reading as follows is deleted in its entirety:
"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."
Letter of Transmittal
The paragraph numbered (4) in the section as to covenants,
representations and warranties by the shareholder in the Letter of Transmittal
is amended to read as follows:
"(4) the undersigned agrees to all of the terms of the offer."
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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 29, 2001