<PAGE>
PRELIMINARY DRAFT
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WLR FOODS, INC.
(Name of Registrant as Specified in Its Charter)
TYSON FOODS, INC.
WLR ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement)
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, no par value
(2) Aggregate number of securities to which transaction applies:
10,367,130 shares
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $30.00
(4) Proposed maximum aggregate value of transaction: $311,013,900.00
Pursuant to, and as provided by, Rule 0-11(c), the filing fee of
$62,202.78 is based upon 1/50 of 1% of the Transaction Valuation of
the purchase, at $30.00 per share, net to the seller in cash, of
10,367,130 shares of Common Stock of WLR
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Foods, Inc., which is equal to (i) the number of Shares (10,967,193)
outstanding as reported in the Quarterly Report on Form 10-Q of WLR Foods,
Inc. for the fiscal quarter ended January 1, 1994, minus (ii) the number of
Shares (600,063) beneficially owned by WLR Acquisition Corp. and its
affiliates on the date hereof.
/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 for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: $62,202.78
(2) Form, schedule or registration statement no.: Schedule 14D-1
(3) Filing party: Tyson Foods, Inc. and WLR Acquisition Corp.
(4) Date filed: March 9, 1994
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REVISED PRELIMINARY DRAFT 4/15/94
Proxy Statement
of
Tyson Foods, Inc.
and
WLR Acquisition Corp.
for the
Special Meeting of Shareholders
of
WLR FOODS, INC.
TO BE HELD ON ___________, 1994
Dear Fellow Shareholders:
This Proxy Statement is furnished by Tyson Foods, Inc., a Delaware
corporation ("Tyson"), and by WLR Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly-owned subsidiary of Tyson, in connection with their
solicitation of proxies to be used for the purposes described herein at the
Special Meeting of Shareholders of WLR Foods, Inc., a Virginia corporation (the
"Company"), to be held on ___________, 1994 at ____________ [A.M.], at
_____________, ___________, and at any adjournments or postponements thereof
(the "Special Meeting").
On March 9, 1994, the Purchaser commenced a tender offer to purchase
all outstanding shares of Common Stock, no par value (the "Shares"), of the
Company for $30.00 per Share net to the seller in cash, as disclosed in the
Purchaser's Offer to Purchase dated March 9, 1994 and the related Letter of
Transmittal (which together constitute the "Offer"). A copy of the Offer is
enclosed with this Proxy Statement for your information.
Tyson and the Purchaser are soliciting proxies from shareholders of
the Company to approve a proposal (the "Proposal") to grant voting rights for
the Shares proposed to be acquired by the Purchaser and its associates pursuant
to the Offer, and any other Shares which may be deemed to be a part of the
"control share acquisition" which includes the Offer (the "Proposed Share
Acquisition"). Under Article 14.1 of the Virginia Stock Corporation Act (the
"Virginia Control Share Act" or the "Act"), Shares acquired by the Purchaser
pursuant to, or in contemplation of, the Offer would not have voting rights
unless voting rights are approved by a vote of the Company's shareholders in
accordance with the Act. A condition to the purchase of Shares pursuant to the
Offer is that the Shares purchased pursuant to the Offer, or in contemplation of
the Offer, have full voting rights in accordance with the Act.
IF THE PROPOSAL IS NOT APPROVED, TYSON AND THE PURCHASER CURRENTLY
INTEND TO TERMINATE THE OFFER AND TO CONSIDER ABANDONING THEIR EFFORTS TO
ACQUIRE THE COMPANY.
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PRELIMINARY DRAFT
UNDER THE ACT, FAILURE TO CAST A VOTE IS THE EQUIVALENT OF VOTING
AGAINST THE PROPOSAL. YOUR VOTE IS, THEREFORE, EXTREMELY IMPORTANT AND WE URGE
YOU TO PROMPTLY SIGN AND MAIL THE ENCLOSED BLUE PROXY CARD IN FAVOR OF THE
PROPOSAL.
Pursuant to the Company's Bylaws, April 14, 1994 (the date on which
the Purchaser delivered to the Company its request for the Special Meeting) has
been fixed as the record date for determining those shareholders who will be
entitled to vote at the Special Meeting. This Proxy Statement and the enclosed
proxy are first being sent or given to shareholders on or about __________,
1994. The principal executive offices of the Company are located at P. O. Box
7000, Broadway, Virginia 22815.
PURPOSE OF THE VOTE.
The Virginia Control Share Act will deny all voting rights to Shares
which are acquired by the Purchaser and its "associates" (as defined in the Act)
pursuant to, or in contemplation of, the Offer, unless the granting of voting
rights for such Shares has been approved by the affirmative vote of the holders
of a majority of the outstanding Shares other than holders of "Interested
Shares" or, among other exceptions, such acquisition is by means of an offer
made pursuant to an agreement with the Company. The term "Interested Shares"
means (i) all Shares as to which Tyson, the Purchaser or their associates are
entitled to exercise voting rights and (ii) Shares as to which any officer of
the Company, or any director who is an employee of the Company, is entitled to
exercise voting rights. The Purchaser, as a holder of in excess of 5% of the
outstanding Shares, is entitled under the Act to require the Company to call a
special meeting of shareholders to vote on the granting of voting rights for the
Shares proposed to be acquired by the Purchaser pursuant to the Offer. On April
14, 1994, the Purchaser exercised its right under the Act to require the Company
to call a special meeting of Shareholders.
The Purchaser is not willing to consummate the Offer unless the Shares
acquired by it pursuant to, and in contemplation of, the Offer have full voting
rights. Accordingly, adoption of the Proposal will remove an important
impediment to the Purchaser's ability to consummate the Offer. If the Proposal
is not adopted, the Purchaser and Tyson currently intend to terminate the Offer
and to consider abandoning their efforts to acquire the Company. Shareholders
should assume, therefore, that a failure to adopt the Proposal will result in
the shareholders forfeiting their opportunity to receive $30.00 per Share
pursuant to the Offer and/or forfeiting their opportunity to benefit from a
transaction negotiated by Tyson and the Company. In this regard, shareholders
should be aware that, prior to the public announcement of Tyson's proposal to
negotiate an acquisition of the Company at $30.00 per Share, the closing sale
price of a Share on the NASDAQ National Market System was $19.00.
In addition to removing an important impediment to the Offer, Tyson
and the Purchaser believe that the vote on the Proposal at the Special Meeting
will serve as a referendum of the Company's disinterested shareholders on the
proposed acquisition of the Company by Tyson. The Company's Board of Directors
rejected Tyson's proposal to acquire the Company purportedly on the basis of its
belief that such proposal would not be in the "best long-term interests" of the
Company's shareholders. The Purchaser believes that the Company's disinterested
shareholders should have an opportunity to express independently their own views
as to their own long-term best interests, rather than having those views
surmised and acted upon by the Board of
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Directors. The vote on the Proposal at the Special Meeting is an opportunity
for you to express your own views.
APPROVAL OF THE PROPOSAL WILL NOT ASSURE CONSUMMATION OF THE OFFER AND
WILL NOT LIMIT THE ABILITY OF THE COMPANY TO NEGOTIATE WITH TYSON CONCERNING THE
TERMS OF AN ACQUISITION OF THE COMPANY BY TYSON. Even if the Proposal is
adopted, the Offer will remain subject to the satisfaction of other conditions,
virtually all of which are within the control of the Company's Board of
Directors, including the redemption of the "poison pill" rights issued by the
Company. Thus, if the Proposal is adopted, Tyson and the Purchaser will
continue to seek to negotiate an acquisition with the Company. ALL ASPECTS OF
TYSON'S PROPOSAL TO ACQUIRE THE COMPANY ARE OPEN FOR NEGOTIATION. IN THIS
REGARD, TYSON AND THE PURCHASER ARE WILLING, AND WOULD REMAIN WILLING FOLLOWING
ADOPTION OF THE PROPOSAL, TO NEGOTIATE A TRANSACTION WHICH WOULD PROVIDE
SHAREHOLDERS WITH AN OPPORTUNITY TO DISPOSE OF THEIR SHARES ON A TAX-FREE BASIS.
To date, the Company's Board of Directors has declined Tyson's
repeated invitations to enter into negotiations. Instead, the Company's Board
of Directors has embarked on a path of resistance, entrenchment and delay. The
actions and positions taken by the Board manifest a steadfast determination to
resist any acquisition of the Company by Tyson, regardless of the wishes of
shareholders and regardless of the attractiveness of Tyson's proposals. Since
receiving Tyson's acquisition proposal on January 24, 1994, the refusal of the
Company to meet with Tyson has been absolute. TYSON BELIEVES THAT THE COMPANY'S
DIRECTORS NEED TO BE REMINDED THAT THEY HAVE BEEN ELECTED TO REPRESENT AND
FURTHER YOUR INTERESTS, RATHER THAN THEIR OWN.
Tyson believes that adoption of the Proposal will send a clear message
from the Company's shareholders to the Company's Board of Directors to abandon
its tactics of entrenchment and delay and to instead start fulfilling its duties
by negotiating with Tyson and exploring the best possible transaction for
shareholders. Tyson also believes that adoption of the Proposal should
substantially diminish the ability of the Company's Board of Directors and
management to continue to resist Tyson's proposed acquisition through
entrenchment maneuvers, and should thereby act as a catalyst for a negotiated
acquisition that will benefit all shareholders. SINCE ADOPTION OF THE PROPOSAL
WILL NOT ASSURE THE CONSUMMATION OF THE OFFER BUT SHOULD ENCOURAGE NEGOTIATIONS,
YOU SHOULD VOTE FOR THE PROPOSAL WHETHER OR NOT YOU INTEND TO TENDER YOUR SHARES
PURSUANT TO THE OFFER.
SHAREHOLDERS ENTITLED TO VOTE.
Under the Virginia Control Share Act, adoption of the Proposal
requires the affirmative vote of a majority of the Shares held by disinterested
shareholders, i.e. the holders of Shares other than Interested Shares.
Interested Shares are (a) Shares as to which Tyson, the Purchaser or their
associates are entitled to exercise voting rights and (b) Shares as to which any
officer of the Company, or any director of the Company who is also an employee
(an "inside director"), is entitled to exercise voting rights. Tyson believes
that the Act requires the vote of disinterested shareholders, rather than all
shareholders, based on the principle that potentially fundamental decisions
regarding the Company should rest with shareholders other than those whose
interests may involve factors unrelated to the best interests of the Company.
For this reason, Tyson believes that the Act excludes the vote of officers and
inside directors because such individuals have personal interests that may be
threatened by Tyson's proposed acquisition of the Company, such as the
preservation of their positions with the Company.
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As of the date hereof, Tyson and the Purchaser beneficially own an
aggregate of 600,063 Shares (constituting 5.47% of the outstanding Shares).
Such Shares are Interested Shares under the Act and therefore cannot be voted on
the Proposal at the Special Meeting.
Tyson has requested the Company to advise it as to the precise number
of Shares as to which voting rights may be exercised by officers or inside
directors of the Company and which would therefore constitute Interested Shares.
To date, the Company has not responded to such request. According to the
Company's Proxy Statement for its 1993 Annual Meeting, as of July 3, 1993, an
aggregate of 1,780,881 Shares, including Shares issuable upon exercise of
options (constituting 15.9% of the then outstanding Shares) were beneficially
owned by executive officers and directors of the Company, of which amount
1,606,390 Shares, including Shares issuable upon exercise of options
(constituting 14.6% of the then outstanding Shares) were beneficially owned by
directors who at that time appeared to be officers or inside directors of the
Company.
Shareholders should be aware that the Company's Board of Directors and
management have taken a series of actions for the purpose of frustrating the
vote of the disinterested shareholders provided for in the Act by attempting to
cause the Shares beneficially owned by certain directors not to be Interested
Shares.
At the meeting of the Company's Board of Directors held on February 4,
1994 (the "February 4 Board Meeting") at which the Company responded to Tyson's
initial acquisition proposal, the Board adopted amendments to the Company's
Bylaws that purport to reclassify the positions of Chairman and Vice Chairman of
the Board of Directors as officers of the Board of Directors, rather than
officers of the Company. At the same time, Messrs. Charles W. Wampler, Jr. and
Herman D. Mason, the Chairman and Vice Chairman of the Board of Directors of the
Company, respectively, purported to terminate their current compensation from
the Company. Also on February 4, 1994, directors William D. Wampler and Charles
E. Bryan resigned their long-standing positions as Senior Vice Presidents of the
Company and purported to terminate their current compensation from the Company.
In connection with these actions, all four of such directors, who will continue
to serve as directors of the Company, were awarded individual deferred
compensation agreements which provide post-retirement health insurance coverage
for life for these directors and their families.
Through this scheme, these four directors (who appear to control at
least 11% of the outstanding Shares), have attempted to become "disinterested,"
virtually overnight, for the sole purpose of voting their Shares at the Special
Meeting. In a letter to shareholders dated February 23, 1994, Mr. James Keeler,
the Company's President and CEO, stated that "[t]he resignations...protect our
shareholders' ability to react to any unfriendly takeover efforts". In reality
these moves deprive you, the truly disinterested shareholders, of your voting
power at the Special Meeting. The Board of Directors and management are
effectively "stuffing the ballot box" by allowing four major shareholder-
directors, who are committed to resisting Tyson's proposal for their own
personal reasons, to vote in a referendum that Virginia law requires to be
limited to disinterested shareholders. THE BOARD OF DIRECTORS HAS STRANGE VIEWS
AS TO HOW TO PROTECT YOUR INTERESTS.
In his February 23 letter, Mr. Keeler went on to say that he is
"confident that the majority of our shareholders support the Board of Directors'
decision to reject Tyson's offer."
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Your Company has evidenced this "confidence" by attempting to influence
improperly the vote at the Special Meeting and to hinder significantly the
ability of the truly disinterested shareholders to express their own views.
Tyson believes that these actions manifest a remarkable disregard on the part of
the Board and management for even the most basic principles of shareholder
democracy and for the purpose and spirit of the Virginia Control Share Act.
Tyson is contesting the validity and propriety of the actions taken in this
respect at the February 4 Board Meeting and is, in particular, contesting the
ability of the four "inside directors" to vote Shares beneficially owned by them
at the Special Meeting. See "Litigation Matters."
IN LIGHT OF THE ACTIONS THAT HAVE BEEN TAKEN TO STACK THE VOTE AGAINST
TYSON, YOUR VOTE IS ESPECIALLY IMPORTANT. PLEASE SIGN, DATE AND MAIL THE BLUE
PROXY CARD TODAY. VOTING IS THE ONLY WAY FOR THE COMPANY'S SHAREHOLDERS TO
RECLAIM CONTROL OVER THE COMPANY AND TO TELL THE BOARD OF DIRECTORS TO START
REPRESENTING THE INTERESTS OF THE COMPANY'S SHAREHOLDERS.
THE VOTE AS AN OPPORTUNITY TO EXPRESS YOUR VIEWS.
Tyson views the Special Meeting as an opportunity for the Company's
disinterested shareholders to express their views to the Company's Board of
Directors as to the desirability of a negotiation between Tyson and the Company.
A vote in favor of the Proposal should encourage the Board to enter into
negotiations with Tyson.
In addition to providing an opportunity for the Company's shareholders
to send a message to the Company's Board of Directors, Tyson would like the
Special Meeting and the related solicitation of proxies to provide an
opportunity for shareholders to express their views and concerns directly to
Tyson. Tyson understands that many shareholders may have concerns regarding
Tyson's proposed acquisition, and Tyson is fully willing and able to address
these concerns. Officers, employees and representatives of Tyson will be
contacting shareholders of the Company in connection with Tyson's solicitation
of proxies and intend to use these contacts to hear the views of shareholders
concerning a combination of Tyson and WLR and to share Tyson's views with
shareholders. While the Company's Board of Directors may not be interested in
or motivated by the wishes and concerns of the Company's shareholders, Tyson is.
One concern that has been raised by shareholders is the taxes that
shareholders may incur in connection with the sale of their Shares pursuant to
the Offer. Tyson is sensitive to this concern and indeed has repeatedly
indicated a willingness to negotiate a transaction that would provide
shareholders with an opportunity to exchange their Shares on a tax-free basis.
Tyson would remain willing to negotiate such a transaction following adoption of
the Proposal. In order to assess whether and to what extent such a transaction
would be of interest to shareholders, THE ENCLOSED BLUE PROXY CARD INCLUDES A
BOX FOR YOU TO INDICATE YOUR INTEREST IN HAVING AN OPPORTUNITY TO EXCHANGE YOUR
SHARES ON A TAX-FREE BASIS. Checking the box relating to a tax-free exchange is
intended to be purely informational, and is not intended to create any legal
obligations or to constitute approval of any particular transaction. Checking
this box will, however, better enable Tyson to negotiate a transaction that
addresses your concerns.
The enclosed BLUE proxy card also contains a space for shareholders to
write a comment or message that they would like to communicate to Tyson. Tyson
cares about what you think and will carefully consider any and all comments or
messages that it receives from shareholders.
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We urge you to remember that you, the Company's shareholders, are the
true owners of the Company and urge you to make your views known. The Company's
Board of Directors should listen to you. Tyson will listen to you. One
important way for you for express your views is to sign, date and return the
enclosed BLUE proxy today.
BACKGROUND OF THE OFFER AND THE SPECIAL MEETING.
In January, 1994, Tyson contacted senior executives of the Company on
several occasions to express Tyson's desire to negotiate an acquisition of the
Company by Tyson. In response to these contacts, the Company indicated that it
had no interest in discussing such an acquisition.
On January 24, 1994, the Chairman of Tyson proposed in writing to the
Board of Directors of the Company the acquisition of the Company by means of a
merger in which each Share would be exchanged for $30.00 per Share in cash and,
in addition, indicated that Tyson would be willing to negotiate other possible
ways of merging if a tax-free reorganization would be more desirable for a
significant number of the Company's shareholders. On the day following receipt
of Tyson's proposal, the President and Chief Executive Officer of the Company
sent a letter to the Company's shareholders which stated that, although the
Company's Board of Directors would meet to evaluate Tyson's proposal, the
proposal was "totally unsolicited, unwanted and out of line with [the Company's]
long-term business plans and corporate philosophy." The letter also stated that
the Company is "not for sale." On February 6, 1994, the Company announced that
at the February 4 Board Meeting, the Company's Board of Directors rejected
Tyson's proposal. In a letter to shareholders, dated February 6, 1994, the
Company stated that its Board of Directors "believes it is in the best long-term
interests of [the Company] and its shareholders for the Company to remain
independent."
In connection with the Company's rejection of Tyson's proposal on
February 4, 1994, the Company and its Board of Directors took a number of
defensive actions in apparent anticipation of the Offer. These actions are more
fully described below.
In light of the rejection of Tyson's proposal by the Company's Board
of Directors and the actions taken by the Board in connection therewith, on
March 9, 1994, Tyson and the Purchaser commenced the Offer.
On March 11, 1994, the Board of Directors of the Company met to
consider the Offer and thereafter recommended that the Company's shareholders
reject the Offer and not tender their Shares pursuant to the Offer.
Despite the repeated requests of Tyson, the Board of Directors and
management of the Company have continued to refuse to meet with Tyson to discuss
any proposed acquisition of the Company.
RESPONSE OF THE COMPANY AND MANAGEMENT TO TYSON'S PROPOSAL.
In addition to refusing to meet with Tyson, the Company's Board of
Directors and management have taken various actions which Tyson believes were
designed to entrench management and the directors and to prevent you from
receiving maximum value for your Shares.
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*** THE BOARD OF DIRECTORS OF THE COMPANY ADOPTS A POISON PILL ***
At the February 4 Board Meeting, the Company's Board of Directors
adopted a poison pill rights plan and issued preferred share purchase rights
("Rights") as a dividend to shareholders. As a practical matter, the Rights can
never have any real value. However, if not redeemed or invalidated, the Rights
will effectively preclude the consummation of the Offer (or any other proposed
acquisition of the Company by any person) unless approved by the Company's Board
of Directors. The Company issued the Rights after it had received Tyson's
proposal to acquire the Company for a cash price of $30.00 per Share.
Tyson believes that the issuance of Rights under the poison pill
rights plan and the failure to redeem the Rights (despite the Purchaser's
request that it do so) constitute a breach of fiduciary duties on the part of
the Company's Board of Directors. Unless they are redeemed or invalidated, the
existence of the Rights will effectively deny you the right to decide for
yourself whether you wish to accept the Offer and to realize the significant
premium for your Shares represented by the Offer. This will be the case even if
shareholders approve the Proposal at the Special Meeting.
In light of terms and structure of the Offer, which provides for a
full and fair price and treats all shareholders equally, Tyson believes that the
Rights serve no valid business purpose and only serve to entrench management at
the expense of shareholders.
***GOLDEN PARACHUTE CONTRACTS AWARDED***
At the February 4 Board Meeting, the Board of Directors of the Company
approved lucrative "golden parachute" severance agreements for certain top
executives of the Company and adopted group severance arrangements covering all
salaried and hourly clerical employees of the Company. The golden parachute
contracts provide, among other things, that, the executives will be entitled to
receive certain benefits, including lump sum cash payments from the Company, if
they resign or are terminated following a "change in control" of the Company
(including the acquisition of more than 20% of the Shares). Based on its
analysis of publicly available information, the Purchaser believes that the
golden parachute contracts granted to the top officers of the Company could
result in cash payments by the Company to such individuals aggregating several
million dollars, plus continued benefits for a period of 18 to 36 months. Tyson
has been advised that the amount of the payments to certain executives are so
excessive that, under existing federal tax regulations designed to discourage
excessive severance payments, a significant portion of such payments will not
even be deductible by the Company for tax purposes. TYSON BELIEVES THAT, BASED
ON ITS CALCULATIONS, THE GOLDEN PARACHUTE CONTRACT WITH JAMES KEELER, THE
COMPANY'S PRESIDENT AND CEO, WOULD ENTITLE MR. KEELER TO A LUMP SUM PAYMENT OF
APPROXIMATELY $2,500,000, PLUS CONTINUATION OF BENEFITS FOR THREE YEARS.
Tyson has requested the Company to provide it with precise estimates
of the amounts that would be payable to the Company's executives pursuant to
their golden parachute contracts. To date, the Company has not responded to
this request. Tyson believes that you have a right to know the precise extent
to which the Company's senior management has been granted lucrative benefits in
response to Tyson's proposal.
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THE GOLDEN PARACHUTE CONTRACTS DIMINISH THE VALUE OF THE COMPANY TO
ANY POTENTIAL ACQUIROR, AND EFFECTIVELY SHIFT THE VALUE OF THE COMPANY FROM THE
COMPANY'S SHAREHOLDERS TO THE COMPANY'S MANAGEMENT.
*** THE BOARD OF DIRECTORS AND MANAGEMENT ATTEMPT TO
RIG THE VOTE ***
As described above under "Shareholders Entitled to Vote," the
Company's Board of Directors and management took a series of actions designed to
enable four inside directors (who appear to control at least 11% of the
outstanding Shares) to vote on the Proposal, notwithstanding the requirements of
the Virginia Control Share Act that the vote on the Proposal be limited to a
vote of disinterested shareholders. Through these actions, the Board of
Directors and management are effectively "stuffing the ballot box" with respect
to the shareholder vote on the Proposal. Tyson believes that these actions
demonstrate a remarkable degree of contempt on the part of the Board for even
the most basic principles of shareholder democracy. As discussed in greater
detail below, Tyson is presently engaged in litigation aimed at assuring that
the Board of Directors and management will not be able to benefit from their
actions.
* * *
THE COMPANY'S BOARD OF DIRECTORS AND MANAGEMENT ARE PURSUING AND
PROTECTING THEIR OWN INTERESTS, RATHER THAN YOURS, AND ARE DENYING YOU THE
BENEFITS OF A NEGOTIATED TRANSACTION.
YOU CAN TAKE SOME IMMEDIATE STEPS:
(1) RETURN YOUR BLUE PROXY CARD IN FAVOR OF THE PROPOSAL, AND
(2) MAKE YOUR VIEWS KNOWN TO THE COMPANY'S BOARD OF DIRECTORS.
By taking these steps, you will send the Board of Directors of the
Company a clear message to start representing you, rather than themselves, by
entering into good faith negotiations with Tyson regarding Tyson's acquisition
proposal. All aspects of Tyson's proposal are open for negotiation. It is up
to the Board to finally do the right thing and act in your best interests.
The enclosed Blue proxy card includes a box for you to indicate
whether you want an opportunity to dispose of your Shares on a tax-free basis.
This box, and the space we have provided on the proxy card for you to write us a
message, are included to assist you, the true owners of the Company, in making
your views known to Tyson.
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THE PROPOSAL
The following resolution to authorize voting rights for the Shares to
be acquired pursuant to, or in contemplation of, the Offer will be submitted for
a vote of shareholders (other than holders of Interested Shares) at the Special
Meeting:
"RESOLVED, that any and all shares of Common Stock, no par value
(the "Shares"), of WLR Foods, Inc., a Virginia corporation, that have
previously been acquired by Tyson Foods, Inc., a Delaware corporation
("Tyson"), or any of its "associates" (as defined in Article 14.1 of
the Virginia Stock Corporation Act), or that may be acquired, directly
or indirectly, by Tyson or any of its associates, including, without
limitation, its wholly owned subsidiary, WLR Acquisition Corp., a
Delaware corporation (the "Purchaser"), pursuant to the Purchaser's
Offer to Purchase, dated March 9, 1994, as it may be amended from time
to time, and any Shares thereafter acquired by Tyson, the Purchaser or
any of their associates which would be deemed under said Article 14.1
to be acquired in the same control share acquisition, shall have the
same voting rights as all other Shares."
IT IS IMPORTANT TO NOTE THAT ADOPTION OF THE PROPOSAL AT THE SPECIAL
MEETING REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OTHER THAN THE HOLDERS OF INTERESTED SHARES. THIS MEANS THAT
THE FAILURE TO VOTE YOUR SHARES WILL COUNT AS A VOTE AGAINST THE VOTING RIGHTS
PROPOSAL. THEREFORE, IT IS EXTREMELY IMPORTANT THAT YOU VOTE YOUR SHARES AT THE
SPECIAL MEETING.
A VOTE IN FAVOR OF THE PROPOSAL WILL NOT REQUIRE THAT YOU TENDER
SHARES IN THE OFFER. IT WILL, HOWEVER, REMOVE AN IMPORTANT IMPEDIMENT TO THE
OFFER AND SEND A CLEAR MESSAGE TO THE COMPANY'S BOARD OF DIRECTORS.
VOTING YOUR SHARES
Whether or not you plan to attend the Special Meeting, we urge you to
vote FOR approval of the Proposal by so indicating on the enclosed BLUE proxy
card and immediately mailing it in the enclosed envelope. You may do this even
if you have already sent in a different proxy card solicited by the Company's
Board of Directors. It is the last dated proxy that counts.
You may revoke your proxy at any time prior to its exercise by
attending the Special Meeting and voting in person (although attendance at the
Special Meeting will not in and of itself constitute revocation of a proxy), by
giving oral notice of termination of your proxy at the Special Meeting, or by
delivering a written notice of revocation or a duly executed proxy relating to
the matters to be considered at the Special Meeting and bearing a later date to
the Secretary of the Company at P. O. Box 7000, Broadway, Virginia 22815, or to
Tyson at 2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999. Unless
revoked in the manner set forth above, proxies in the form enclosed will be
voted at the Special Meeting in accordance with your instructions. In the
absence of such instructions, such proxies will be voted for the approval of the
Voting Rights Proposal.
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YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD TODAY.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF THE
COMPANY, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE PROPOSAL BY SIGNING, DATING
AND MAILING THE ENCLOSED BLUE PROXY CARD. WHETHER OR NOT YOU HAVE ALREADY SENT A
PROXY TO THE BOARD OF DIRECTORS OF THE COMPANY, WE URGE YOU TO VOTE FOR THE
PROPOSAL BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY CARD. YOU ARE
URGED TO SUBMIT YOUR PROXY OR VOTE BECAUSE THE FAILURE TO DO SO IS THE
EQUIVALENT OF A VOTE IN FAVOR OF CONTINUATION OF THE BOARD'S REFUSAL TO PURSUE
DISCUSSIONS WITH TYSON REGARDING TYSON'S ACQUISITION PROPOSAL.
Tyson cares about what you, the shareholders and true owners of the
Company, think about our acquisition proposal and what you want as a
shareholder. We believe that your Board of Directors should care about these
issues also. In this regard, we have included a box on our proxy card for you
to indicate whether you would like the opportunity to dispose of your Shares on
a tax-free basis. We have also left space on our proxy card for you to include
your comments or a short message. It is important to note that the box relating
to the tax-free disposal of your Shares is provided only as a means for you to
indicate your desire that the Company explore a transaction with Tyson that
could be tax-free to you. No proposal relating to a specific tax-free
transaction will be voted upon at the Special Meeting. However, if you would
like the Company to negotiate such a transaction with Tyson, you should check
the box so provided AND you should vote in favor of the Proposal. Your
favorable vote on the Proposal will enhance our ability to negotiate with the
Company a transaction in which you have the opportunity to dispose of your
Shares on a tax-free basis.
If you have any questions about the voting of Shares or the Offer,
please call:
[INSERT CAMERA READY PROOF
FOR MACKENZIE PARTNERS, INC.]
156 Fifth Avenue, 9th Floor
New York, New York 10010
(212) 929-5500 (call collect)
or
1-800-322-2885
PROPOSED SHARE ACQUISITION
Prior to the commencement of the Offer, Tyson owned 600,063 Shares,
constituting approximately 5.47% of the outstanding Shares. On March 9, 1994,
the Purchaser commenced the Offer, which is being made solely pursuant to the
Offer to Purchase dated March 9, 1994 (the "Offer to Purchase") and the related
Letter of Transmittal (the "Letter of Transmittal"). A copy of the Offer to
Purchase and the Letter of Transmittal is included with this Proxy Statement for
your information.
10
<PAGE>
The Offer to Purchase contains important information and should be read by
shareholders before any decision is made with respect to the voting of Shares at
the Special Meeting.
The cash price of $30.00 proposed to be paid for each Share in the
Offer represents a premium of approximately 56% over the $19.00 closing market
price of a Share on the NASDAQ National Market System on January 24, 1994, which
was the last full trading day prior to the date Tyson publicly disclosed its
written proposal to acquire the Company at $30.00 per Share in cash. The $30.00
per Share price represents a price/earnings multiple of 21.4 times the Company's
fiscal year 1993 earnings.
Consummation of the Offer is conditioned upon, among other things,
approval of the Proposal by shareholders in accordance with the Act, such that
Tyson, the Purchaser and their associates have full voting rights with respect
to the Shares acquired by them pursuant to the Offer or otherwise. For a
description of the conditions of the Offer, see the discussion in the
Introduction of the Offer to Purchase and the disclosure contained in the Offer
to Purchase under the caption "Conditions of the Offer."
The Offer is presently scheduled to expire on June 3, 1994.
On April 14, 1994, Tyson and the Purchaser delivered to the Company a
Control Share Acquisition Statement as provided in the Act and thereby exercised
their right to require the Company to call the Special Meeting to consider the
Proposal. A copy of such Statement is attached hereto as Annex A.
The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. As soon as practicable after consummation of
the Offer, the Purchaser intends to propose and seek to have the Company
consummate a merger or similar business combination (the "Proposed Merger") with
the Purchaser or one of its affiliates pursuant to which each Share then
outstanding (other than Shares held by the Purchaser, Tyson or any of their
affiliates, Shares held by any subsidiary of the Company and Shares held by
shareholders who perfect their rights under the Virginia Stock Corporation Act
(the "VSCA") to dissent and receive fair value for their Shares) would be
converted into the right to receive an amount in cash equal to the price per
Share paid in the Offer. For a description of Tyson's plans with respect to the
Company and the legal requirements with respect to any such merger, see the
discussion contained under the caption "Purpose of the Offer; Plans for the
Company; Other Matters Relating to the Offer and the Proposed Merger" in the
Offer to Purchase.
If the Offer is consummated and the voting rights of the Purchaser are
not limited by operation of the Act, the Purchaser presently intends to seek to
obtain at least majority representation on the Company's Board of Directors, to
cause the Company to enter into a definitive merger agreement with Tyson and the
Purchaser providing for the Proposed Merger, and to submit the Proposed Merger
to the Company's shareholders for approval. If the Proposed Merger is submitted
to the Company's shareholders, Tyson and Purchaser intend to vote all Shares
acquired pursuant to the Offer and otherwise owned by them in favor of the
Proposed Merger.
BY VOTING IN FAVOR OF THE PROPOSAL, A SHAREHOLDER IS NOT REQUIRED TO
TENDER SHARES IN THE OFFER AND WOULD NOT BE PROHIBITED FROM LATER VOTING AGAINST
A PROPOSED BUSINESS COMBINATION WITH TYSON OR THE PURCHASER. IF THE PROPOSAL IS
APPROVED BY THE HOLDERS OF THE
11
<PAGE>
REQUISITE NUMBER OF SHARES, THE SHARES HELD OR TO BE ACQUIRED BY TYSON AND THE
PURCHASER WOULD SIMPLY BE ACCORDED THE SAME VOTING RIGHTS THAT ALL OTHER SHARES
ALREADY POSSESS.
Unless the Proposal is approved at the Special Meeting or the Act is
invalidated or is otherwise deemed inapplicable to the Offer, the Purchaser does
not currently intend to purchase Shares tendered pursuant to the Offer.
ACCORDINGLY, IT IS OF THE UTMOST IMPORTANCE THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL IF THEY WANT THE OPPORTUNITY TO RECEIVE $30.00 PER SHARE IN CASH FOR
THEIR SHARES PURSUANT TO THE OFFER OR WANT TO REALIZE THE BENEFITS OF A
NEGOTIATED TRANSACTION.
IF THE PROPOSAL IS NOT APPROVED, TYSON AND THE PURCHASER CURRENTLY
INTEND TO TERMINATE THE OFFER AND TO CONSIDER ABANDONING THEIR EFFORTS TO
ACQUIRE THE COMPANY.
DISSENTERS' RIGHTS
Pursuant to Article 14.1 of the VSCA, unless otherwise provided in a
corporation's articles of incorporation or bylaws before a control share
acquisition has occurred, in the event shares acquired in a control share
acquisition are accorded full voting rights and the acquiring person has
beneficial ownership of shares entitled to cast a majority of the votes which
could be cast in an election of directors, all shareholders of the corporation
(other than the acquiring person) have the right to dissent from the granting of
voting rights and to demand payment of the fair value of their shares under
Article 15 of the VSCA. Fair value shall in no event be less than the highest
price per Share paid in the control share acquisition. Based upon publicly
available information, on the date hereof, the Company's Articles of Restatement
and Bylaws do not restrict the dissenter's rights granted under Article 14.1 of
the VSCA. Therefore, if the Shares acquired by the Purchaser and its associates
pursuant to, or in contemplation of, the Offer are accorded full voting rights
by means of the adoption of the Proposal at the Special Meeting and the Offer is
consummated, shareholders who do not vote in favor of the Proposal may be
entitled to exercise dissenters' rights under Article 14.1 of the VSCA.
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF
THE PROVISIONS OF SECTION 13.1-728.8 AND ARTICLE 15 OF THE VSCA AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO ANNEX C HERETO AND TO ANY AMENDMENTS TO SUCH
SECTION AS MAY BE ADOPTED AFTER THE DATE OF THIS PROXY STATEMENT.
Any shareholder who desires to exercise his dissenters' rights should
carefully review the VSCA and the relevant provisions of the Act and is urged to
consult his legal advisor before exercising or attempting to exercise such
rights.
Shareholders should be aware that if Tyson and the Purchaser are able
to negotiate an acquisition agreement or merger agreement with the Company prior
to consummation of the Offer, the dissenters' rights under Article 14.1 of the
VSCA will not be applicable. However, in such event, certain other dissenters'
rights under Article 15 of the VSCA relating to mergers and certain other
corporate transactions may be applicable.
12
<PAGE>
CERTAIN INFORMATION CONCERNING TYSON
AND OTHER PARTICIPANTS IN THE SOLICITATION
The Purchaser was recently incorporated in Delaware and has not
engaged in any business since its incorporation other than that incident to its
organization and in connection with the Offer. The Purchaser is a direct wholly
owned subsidiary of Tyson. The principal executive offices of the Purchaser are
located at 2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999. Tyson
commenced business in 1935 and was first incorporated in Arkansas in 1947. It
was reincorporated in Delaware in 1986. Its principal executive offices are
located at 2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999.
Tyson and its various subsidiaries produce, market and distribute a
variety of food products consisting of value-enhanced poultry; fresh and frozen
poultry; value-enhanced beef and pork products; value-enhanced seafood products;
fresh and frozen seafood products; flour and corn tortillas, chips and other
Mexican food-based products. Additionally, Tyson has live swine and animal feed
and pet food operations. Tyson's integrated operations consist of breeding and
rearing chickens and hogs, harvesting seafood, as well as the processing,
further processing and marketing of these food products. Tyson's products are
marketed and sold to national and regional grocery chains, regional grocery
wholesalers, clubs or warehouse stores, military commissaries, industrial food
processing companies, national and regional chain restaurants or their
distributors, international export companies and distributors who service
restaurants, foodservice operations such as plant and school cafeterias,
convenience stores, hospitals and other vendors. Sales are made by Tyson's
sales staffs located in Springdale, Arkansas and in regions throughout the
United States, as well as through independent brokers selected by Tyson. Sales
to the military and a portion of sales to international markets are made through
independent brokers and trading companies.
Certain information relating to Tyson, the Purchaser and other
participants in the solicitation of proxies hereunder is contained in Annex B
hereto and is incorporated herein by reference.
13
<PAGE>
PRINCIPAL SHAREHOLDERS OF THE COMPANY
As of the date hereof, the following persons owned, beneficially or of
record, 5% or more of the outstanding Shares:
<TABLE>
<CAPTION>
Amount And Percentage
Nature of of
Name and Address Beneficial Outstanding
of Beneficial Owner Ownership Shares (1)
--------------------- ------------ -------------
<S> <C> <C>
Tyson Foods, Inc. 600,063(2) 5.47%
WLR Acquisition Corp.
2210 West Oaklawn Drive
Springdale, Arkansas 72762
William D. Wampler 608,550(3) 5.54%
Route 8, Box 112
Harrisonburg, Virginia 22801
<FN>
- -------------------------
(1) Based on 10,967,193 Shares outstanding as of February 1, 1994 as reported
in the Company's Quarterly Report on Form 10-Q for the fiscal quarter of
the Company ended January 1, 1994.
(2) Tyson owns 63 Shares directly. The remaining 600,000 Shares are
beneficially owned by Tyson indirectly, through its ownership of all of the
outstanding capital stock of the Purchaser.
(3) The information included in the table and in this footnote with respect to
Mr. Wampler is derived from the Company's Proxy Statement, dated September
27, 1993 and from the Schedule 13D filed by Mr. Wampler with the Securities
and Exchange Commission. The 608,550 Shares beneficially owned by Mr.
Wampler includes 280,333 Shares owned directly and as general partner of
Wampler Land, 133,637 Shares owned by his wife, 18,793 Shares owned by May
Meadows Farms, Inc., of which Mr. Wampler is an officer and director,
129,646 Shares held as trustee of the Charles W. Wampler, Sr. Family Trust,
and 46,141 Shares held as trustee of the Charles W. Wampler, Sr. Charitable
Annuity Trust. Mr. Wampler has disclaimed beneficial interest in the
Shares owned by his wife or held by the Trusts.
</TABLE>
According to the Company's Proxy Statement, dated September 23, 1993,
as of July 3, 1993, the executive officers and directors of the Company
beneficially owned 1,780,881 Shares (or approximately 16.2% of the Shares
reported as outstanding on February 1, 1994). Additional information relating
to the number of Shares beneficially owned by officers and directors of the
Company should be contained in the Company's proxy statement for the Special
Meeting.
LITIGATION MATTERS
On February 6, 1994, the Company filed a lawsuit (the "Virginia
Action") in the United States District Court for the Western District of
Virginia, Harrisonburg Division (Civil Action
14
<PAGE>
No. 94-0012(H)) naming Tyson as a defendant. The Virginia Action seeks a
declaratory judgment that the Company's Shareholder Protection Rights Agreement
adopted on February 4, 1994, is valid and was duly adopted and, that any rights
issued thereunder are valid, binding and legally enforceable under state and
federal law. The Virginia Action also seeks a declaration that the Virginia
Control Share Act and Article 14 of the VSCA (the "Virginia Affiliated
Transactions Law") are constitutional under the Virginia and United States
Constitutions and valid under any other applicable law. The Virginia Action
also seeks a temporary, preliminary and permanent injunction enjoining Tyson and
the Purchaser from bringing any action in any other court relating to Tyson's
proposal to acquire the Company.
On February 25, 1994, Tyson answered the Company's complaint in the
Virginia Action, and filed counterclaims against the Company and all of its
directors. Tyson's counterclaims allege, among other things, that on
February 4, 1994, the Company's Board of Directors took a series of actions
designed to erect numerous barriers that would insulate the Company from any
acquisition not approved by the Company's existing Board of Directors. Tyson's
counterclaims allege that through its actions, the Company's board attempted to
impose its will on the Company's shareholders and deprive them of the benefits
of an acquisition proposal from Tyson or any other third party not endorsed by
the Company's existing Board of Directors.
Specifically, Tyson's counterclaims allege that on February 4, 1994,
the Company's directors breached their duties to the Company's shareholders by:
(a) adopting a Shareholder Protection Rights Agreement and issuing the poison
pill rights pursuant thereto; (b) adopting certain executive severance
arrangements; (c) adopting certain severance packages for all salaried and
hourly clerical employees; (d) amending the Bylaws of the Company relating to
the status of the Chairman and Vice Chairman of the Company as officers in an
effort to enhance management's voting power to block Tyson's merger proposal;
(e) taking actions which denied the Company's disinterested shareholders a full
and fair opportunity to consider Tyson's proposal; and (f) purporting to
terminate the employment by the Company, and/or status as officers of the
Company, of certain of the Company's directors, while at the same time
continuing their engagement as directors and promising to expend substantial
sums for the benefit of those directors in the future, again to enhance
management's voting power to block Tyson's merger proposal.
Tyson's counterclaims further allege that the Virginia Affiliated
Transactions Law and the Virginia Control Share Act are unconstitutional and
should be declared invalid. Tyson alleges that the Virginia statutory scheme is
unconstitutional because, among other things, it conflicts with federal law
regulating tender offers.
In its counterclaims, Tyson seeks a declaration that: (1) both of the
Virginia statutes referred to above, as well as Section 13.1-646 of the VSCA,
are unconstitutional; (2) that the poison pill rights and the various severance
arrangements adopted by the Company's Board of Directors are invalid; (3) that
none of the Company's directors whose status was purported to be affected by the
actions taken on February 4, 1994 will be permitted to vote their shares at the
Special Meeting to which this Proxy Statement relates; and (4) that the
Company's directors breached their fiduciary duties to the Company's
shareholders in taking the actions described in Tyson's counterclaims.
Tyson is presently in the process of pursuing discovery with respect
to the claims and counterclaims that have been asserted in the Virginia Action.
The Court has set a trial date of September 12 through 15, 1994 for the case.
After additional discovery has been obtained,
15
<PAGE>
Tyson presently intends to file a motion to obtain a preliminary declaration
that the four directors whose statuses were purportedly altered on February 4,
1994 will not be permitted to vote their Shares on the Proposal at the Special
Meeting. Should the Court hold that the Virginia Control Share Act permits
these four inside directors to vote their Shares on the Proposal at the Special
Meeting, Tyson alternatively intends to seek a declaration that the Virginia
Control Share Act is unconstitutional. The Court has scheduled a May 26, 1994
hearing on the motion for preliminary relief that Tyson intends to bring.
OTHER MATTERS
Under the VSCA, only business within the purpose described in the
Notice of Special Meeting required to be given by the Company with respect to
the Special Meeting may be conducted at the Special Meeting. Since the Special
Meeting has been called at the Purchaser's request specifically for the purpose
of considering and acting upon the Proposal, Tyson and the Purchaser do not
believe that any other substantive matters will be considered at the Special
Meeting. However, if any procedural or other matter properly comes before the
Special Meeting, Tyson and the Purchaser will vote their Shares and all proxies
held by them as they may, in their discretion, determine with respect to such
matters.
The information concerning the Company contained in this Proxy
Statement has been taken from or is based upon documents and records on file
with the Securities and Exchange Commission and other publicly available
information. Although neither Tyson nor the Purchaser has any knowledge that
would indicate that any statements contained herein based upon such documents
and records and other publicly available information are untrue, neither Tyson
nor the Purchaser takes any responsibility for the accuracy or completeness of
any such information contained herein, or for any failure by the Company to
disclose events that may have occurred and may affect the significance or
accuracy of any such information but which are unknown to Tyson or the
Purchaser.
The Annexes to this Proxy Statement contain important information and
should be read by Shareholders before any decision is made with respect to the
voting of Shares at the Special Meeting.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY PROMPTLY. NO POST-
AGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND MAILING THE
ENCLOSED PROXY, ANY PROXY PREVIOUSLY SIGNED BY YOU WILL BE AUTOMATICALLY
REVOKED.
COST OF PROXY SOLICITATION
Proxies will be solicited by mail, telephone or telegraph and in
person. Solicitation will be made by officers and employees of Tyson. No such
persons will receive additional compensation for such solicitation. Banks,
brokerage houses, other custodians, nominees and fiduciaries have been requested
to forward the solicitation materials to the beneficial owners of the Shares
they hold of record, and Tyson will reimburse them for their reasonable
out-of-pocket expenses.
16
<PAGE>
In addition, Tyson has retained MacKenzie Partners, Inc. for
solicitation and advisory services in connection with the Offer and this Proxy
Statement and related proxy and authorization solicitations, for which it will
be paid not more than $_______ and will be reimbursed for its reasonable
out-of-pocket expenses. [Tyson has also agreed to indemnify MacKenzie Partners
against certain liabilities, including liabilities under the federal securities
laws]. MacKenzie Partners will solicit proxies from individuals, brokers, bank
nominees and other institutional holders.
The total expenditures relating to this solicitation will be borne by
Tyson and the Purchaser. Tyson and the Purchaser are also required under the
VSCA to reimburse the Company for its expenses of the Special Meeting. The
Company has not informed Tyson or the Purchaser of the expected amount of such
expenses.
Tyson and the Purchaser may seek reimbursement of the costs of this
and related solicitations from the Company to the extent legally permissible.
TYSON FOODS, INC.
WLR ACQUISITION CORP.
Dated: April __, 1994
17
<PAGE>
ADDITIONAL INFORMATION
If you have any questions, or require any additional information
concerning this proxy material or the Offer, please contact MacKenzie Partners
as set forth below. If your Shares are held in the name of a brokerage firm or
bank nominee or other institution, only they can vote your Shares. Accordingly,
please contact the person responsible for your account and give instructions for
your Shares to be voted.
[INSERT CAMERA READY PROOF
FOR MACKENZIE PARTNERS, INC.]
156 Fifth Avenue, 9th Floor
New York, New York 10010
(212) 929-5500 (call collect)
or
1-800-322-2885
18
<PAGE>
ANNEX B
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF TYSON AND THE PURCHASER
AND CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES
OF TYSON AND THE PURCHASER
The following table sets forth the name and present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of (1)
the directors and executive officers of Tyson and the Purchaser (who may assist
MacKenzie Partners in soliciting proxies from shareholders) and (2) certain
employees and other representatives of Tyson and the Purchaser who may also
assist MacKenzie Partners in soliciting proxies from shareholders. Unless
otherwise indicated, the principal business address of each director, executive
officer, employee or representative is 2210 West Oaklawn Drive, Springdale,
Arkansas 72762-6999.
DIRECTORS AND EXECUTIVE OFFICERS OF TYSON
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Don Tyson Chairman of the Board of Directors of Tyson.
Leland E. Tollett Vice Chairman of the Board of Directors and
President and Chief Executive Officer of
Tyson.
Neely Cassady Chairman of the Board and Chief Executive
Cassady Associates, Inc. Officer of Sunmark and Chairman of the Board
P.O. Box 1810 of Cassady Associates, Inc. and its
121 West College affiliate, H.H. Brewer Electric; Arkansas
Nashville, Arkansas 71852 State Senator; Director of Tyson.
Lloyd V. Hackley Chancellor and Tenured Professor of Political
Fayetteville State Science at Fayetteville State University,
University Fayetteville, North Carolina; Director of
1200 Murchison Road Tyson.
Fayetteville
North Carolina 28301-4298
Shelby Massey Farmer and private investor; Director of
Sparks Commodities Tyson
Brokerage House
889 Ridgelake Blvd.,
Suite 30
Memphis, TN 38120
Joe F. Starr Vice President of Tyson; Director of Tyson.
Barbara Tyson Vice President of Tyson; Director of Tyson.
<PAGE>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
John H. Tyson President, Beef and Pork Division and
Director of Governmental, Media and Public
Relations of Tyson; Director of Tyson.
Fred S. Vorsanger Private business consultant, Walton Arena
University of Arkansas Manager and Vice President (Emeritus) of the
P.O. Box 7777 University of Arkansas; Director of McIlroy
Fayetteville, AR 72701 Bank & Trust Co. of Fayetteville, Arkansas;
Director of Tyson.
Donald E. Wray Chief Operating Officer of Tyson; Director of
Tyson.
Ellis Brunton Group Vice President, Research and Quality
Assurance of Tyson.
Wayne Britt Vice President, International Sales of Tyson;
Vice President, Wholesale Club Division of
Tyson; Vice President and Treasurer of Tyson.
William Jaycox Group Vice President, Human Resources of
Tyson.
Gary Johnson Controller of Tyson.
Gerald Johnston Executive Vice President, Finance of Tyson.
Greg Lee Senior Vice President, Sales and Marketing of
Tyson.
Bill Moeller Group Vice President, Swine Division of
Tyson.
David S. Purtle Senior Vice President, Operations of Tyson.
Mary Rush Secretary and Director of Investor Relations
of Tyson.
2
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
James B. Blair President, Secretary and a Director of the
Purchaser; General Counsel of Tyson.
Gerald Johnston Vice President and a Director of the
Purchaser; Executive Vice President, Finance
of Tyson.
CERTAIN EMPLOYEES OF TYSON WHO MAY ALSO SOLICIT PROXIES
Name Present Position with Tyson
---- ---------------------------
R. Read Hudson Corporate Counsel
David Van Bebber Corporate Counsel
Dennis Leatherby Assistant Treasurer
Louis Gottsponer Cash Manager
Rocky Parsons Cash Manager
Ted Simmons Complex Manager
Bill Ray Northwest Regional Manager
Kenton Keith Southeast Regional Manager
David Purtle Sr. Vice President
Aubrey Cuzick Wester Division Manager
Gene Lovette Vice President of Fresh Retail Div.
Charles Glass Live Production Manager (Monroe Div.)
Myer Westmoreland Southwest Division Manager
Carroll Snyder Complex Manager (Monett)
David McGlanery Complex Manager (Monroe)
Sam Whittington Live Production Manager
Randy Moyer Breeder Service Man
Stanley Salyards Breeder Manager
3
<PAGE>
Name Present Position with Tyson
---- ---------------------------
Winston Turner Growout Manager
Fred Dove Broiler Service Man
Steve Burns Broiler Service Man
Merrill Ware Service Center Manager
Hank Bruining Personnel Manager
Jeff Cornwell Shift Superintendent
Danny Sutton Complex Manager
Jack Luster Live Haul Manager
Renz Falls Feedmill Manager
Ronnie Pittington Complex Purchasing
SHARES HELD BY TYSON AND THE PURCHASER, AND THEIR DIRECTORS
AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES OF TYSON
WHO MAY ALSO SOLICIT PROXIES
The Purchaser is the record owner and, as a result of its ownership of
the Purchaser Tyson is the beneficial owner, of 600,000 Shares, which Shares
were purchased during the period February 7, 1994 through February 24, 1994 in
open market transactions executed on the NASDAQ for prices ranging from $28.125
to $29.375 per Share. Tyson owns 63 Shares acquired through the acquisition of
two corporate entities in the 1980's.
Mr. James B. Blair, the President and a Director of the Purchaser and
General Counsel of Tyson, owns 100 Shares (constituting less than 1% of the
outstanding Shares) jointly with his wife, which Shares were purchased for
investment purposes in June, 1991. Mr. Wayne Britt, Vice President and
Treasurer of Tyson, owns 1,000 Shares (constituting less than 1% of the
outstanding Shares), which Shares were purchased for investment purposes in
November, 1992.
4
<PAGE>
Form of Proxy
[Front]
WLR FOODS, INC.
P.O. Box 7000
Broadway, Virginia 22815
This Proxy is solicited by Tyson Foods, Inc. and WLR Acquisition Corp.
for Special Meeting of Shareholders to be held ___________, 1994
The undersigned hereby appoints ____________, ___________ and ____________
and each of them proxies for the undersigned with full power of substitution, to
vote all shares of Common Stock of WLR Food, Inc. which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the Company to be
held on _______________, 1994, and any adjournments thereof, hereby revoking all
prior proxies on the matters set forth below as follows:
1. PROPOSAL TO APPROVE FULL VOTING RIGHTS FOR SHARES ACQUIRED PURSUANT TO OR
IN CONTEMPLATION OF THE PROPOSED SHARE ACQUISITION:
___ FOR ___ AGAINST ___ ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such matters
as may properly come before the meeting or any adjournments thereof.
THE SUBMISSION OF THIS PROXY IF PROPERLY EXECUTED REVOKES ALL PRIOR
PROXIES.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated ___________________, 1994
Please sign exactly as name appears at left
(Do not print)
_______________________________________
_______________________________________
_______________________________________
IMPORTANT: WHEN STOCK IS IN TWO OR MORE
NAMES, ALL SHOULD SIGN. WHEN SIGNING AS
EXECUTOR, TRUSTEE, GUARDIAN OR OFFICER
OF A CORPORATION, GIVE TITLE AS SUCH.
SPACE IS PROVIDED ON THE REVERSE SIDE HEREOF FOR ANY COMMENTS OR SUGGESTIONS
THAT YOU MAY HAVE.
(continued on the reverse side hereof)
<PAGE>
[Reverse Side]
PLEASE CHECK THIS BOX IF YOU WOULD LIKE THE OPPORTUNITY TO DISPOSE OF YOUR
SHARES ON A TAX-FREE BASIS: / / NOTE: THIS IS AN INDICATION OF YOUR INTEREST
ONLY, AND IS NOT INTENDED TO BE LEGALLY BINDING OR TO CONSTITUTE A VOTE ON ANY
SPECIFIC TRANSACTION.
If you have any comments that you would like to communicate to Tyson Foods,
Inc., please do so here:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
2
