SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 (FINAL AMENDMENT)
to
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
WOLOHAN LUMBER CO.
(Name of Issuer)
WOLOHAN LUMBER CO.
WOLOHAN ACQUISITION CO.
JAMES L. WOLOHAN
JOHN A. SIEGGREEN
DANIEL P. ROGERS
EDWARD G. DEAN
(Name of Persons Filing Statement)
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 48605
(989) 793-4532
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
Copies to:
Verne C. Hampton II
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226
This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are the preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$26,501,606 $2,144
----------- ------
* The filing fee was determined based upon the sum of (a) the product of
shares of common stock, par value $1.00 per share, proposed to be
acquired by the acquirer, 996,488 shares (which does not include
1,046,220 shares which will be owned by the continuing shareholders
after the merger) times the merger consideration of $25.75 per share of
Common Stock, and (b) $842,040 payable to holders of options and
performance shares in exchange for the cancellation of such options and
performance shares (the "Total Consideration"). In accordance with
Exchange Act Rule 0-11(c) and Securities and Exchange Commission Fee
Rate Advisory #11 for Fiscal Year 2003, the filing fee was determined
by calculating a fee of $80.90 per $1,000,000 of the aggregate merger
consideration of $26,501,606.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previously filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $2,144 Filing Party: Wolohan Lumber Co.
------ Date Filed: August 20, 2003
Form or Registration No.: Schedule 14A
Preliminary Proxy Statement
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INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (the "Amendment") is being filed by Wolohan Lumber Co., a Michigan
corporation (the "Company") and the issuer of the equity securities which are
the subject of a Rule 13e-3 transaction. Wolohan Acquisition Co., a Michigan
corporation, James L. Wolohan, President and Chief Executive Officer of the
Company, John A. Sieggreen, President and Chief Executive Officer of Wolohan
Acquisition Co., Daniel P. Rogers, Senior Vice President, General Merchandise
Manager of the Company and Edward J. Dean, Vice President and Chief Operating
Office of the Company. The Schedule 13E-3 relates to the Agreement and Plan of
Merger, dated as of August 13, 2003 (the "Merger Agreement"), between the
Company and Wolohan Acquisition Co. providing for the merger (the "Merger") of
Wolohan Acquisition Co. with and into the Company, with the Company as the
surviving corporation.
This Amendment is being filed pursuant to Rule 13e-3(d)(3) promulgated
by the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, to report the results of the 13e-3 Transaction as follows:
(a) At a Special Meeting of the Shareholders of the Company held on
November 5, 2003, of the 2,042,688 shares of Common Stock outstanding and
entitled to vote, 1,754,860 shares (or 85.9%) were represented at the meeting in
person or by proxy. Of these, 1,754,860 shares, 1,713,141 were voted in favor of
the Merger, 40,960 shares were voted against the Merger and 759 shares abstained
from voting. Thus the Merger was approved by the vote of a majority of the
outstanding shares.
On November 5, 2003 a Certificate of Merger required to consummate the
Merger was filed with the Michigan Department of Consumer and Industry Services
- - Corporate, Securities and Land Development Bureau.
Under the terms of the Merger Agreement, each outstanding share of
Common Stock, other than Common Stock owned by certain current shareholders and
members of management of the Company, has been converted into the right to
receive $25.75 in cash without interest thereon.
On November 5, 2003 a Form 15 was filed with the Securities and
Exchange Commission by the Company terminating the registration of the Company's
Common Stock under the Securities Exchange Act of 1934, as amended, and The
NASDAQ Stock Market deleted the trading of the Company's Common Stock from The
NASDAQ Stock Market.
Pursuant to General Instructions F and G to Schedule 13E-3, the
definitive Proxy Statement of the Company, including all Appendixes and Exhibits
thereto, is expressly incorporated by reference herein in its entirety.
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ITEM 16. EXHIBITS.
(i) Press Release of Wolohan Lumber Co. dated November 5, 2003
(incorporated by reference to current report on Form 8-K
filed by Wolohan Lumber Co. on November 6, 2003)
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in the statement is true,
complete and correct.
Dated: November 5, 2003 WOLOHAN LUMBER CO.
By: /s/ James L. Wolohan
--------------------------------------------
Name: James L. Wolohan
Title: President and Chief Executive Officer
WOLOHAN ACQUISITION CO.
By: /s/ John A. Sieggreen
--------------------------------------------
Name: John A. Sieggreen
Title: President and Chief Executive Officer
/s/ James L. Wolohan
----------------------------------------------------
James L. Wolohan
/s/ John A. Sieggreen
----------------------------------------------------
John A. Sieggreen
/s/ Daniel P. Rogers
----------------------------------------------------
Daniel P. Rogers
/s/ Edward J. Dean
----------------------------------------------------
Edward J. Dean
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Exhibit Index
Description
Exhibit No.
99(i) Press Release of Wolohan Lumber Co. dated November 5, 2003
(incorporated by reference to current report on Form 8-K
filed by Wolohan Lumber Co. on November 5, 2003)
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