M.S. Ginn & Co. will ask its shareholders to approve a plan to sell Ginn's office supply business to an affiliate of the Hillman Company of Pittsburgh in a deal that will net stockholders $10.75 a share.

Shareholders will have a choice of taking a cash payout or shares in some sort of tax-exempt bond fund if the sale is approved, Ginn's announced yesterday.

The company said it has hired Donaldson, Lufkin & Jenrette Securities Corp. of New York to evaluate the offer by Hillman.

Ginn's announced last April that it was negotiating for acquisition by the Pittsburgh group and on June 19 signed a definitive purchase agreement.

Hillman, a privately-owned firm with holdings in banking, heavy equipment and mining, will pay about $9 million for the assets of Ginn's.

More than 50 percent of Ginn's stock is owned by the company's chairman Marsh S. Marshall; the remainder is in the hands of public shareholders.

The company said it will ask the stockholders to approve a plan to invest the cash from the sale in an open-end, tax-exempt bond fund. If that is not done, the board announcement said, Ginn's will become an investment company holding tax-exempt bonds, and will allow shareholders to sell their stock back to the company for cash.

When the proposed sale was first announced in April, Ginn's stock was listed in the over-the-counter market at $8 bid, $8.75 asked. At that time the company said the total value of the transaction would amount to about $12.25 a share.

Yesterday the company said stockholders who want cash will get about $10.75, after corporate taxes and expenses are paid.

More details of the transaction will be made public in a proxy materials to be sent to Ginn's shareholders later. The company did not say when it expects to hold a shareholders meeting to vote on the offer.