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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:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ 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 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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WLR SHAREHOLDERS,
IT'S TIME TO VOTE ON TYSON'S PROPOSAL!
- IF YOU WANT TYSON TO CONTINUE BIDDING ON YOUR WLR SHARES,
- IF YOU WANT A TAX-FREE ALTERNATIVE FROM TYSON,
- IF YOU WANT WLR AND TYSON TO NEGOTIATE A FRIENDLY DEAL THAT IS
FAIR TO ALL WLR SHAREHOLDERS, THEN VOTE "FOR":
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| |
| WLR FOODS, INC. |
| Special Meeting of Shareholders-Saturday, May 21, 1994 |
| This Proxy is solicited by Tyson Foods, Inc. and WLR |
| Acquisition Corp. |
| |
| /X/ For / / Against |
| |
| |
| Dated ________________, 1994 |
| Signature __________________ |
| Signature __________________ |
| Title ______________________ |
| |
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A VOTE "FOR" TYSON'S PROPOSAL DOES NOT
--------
MEAN YOU HAVE TO SELL YOUR WLR SHARES TO TYSON.
A VOTE "AGAINST," HOWEVER, MAY MEAN
YOU WILL NEVER HAVE A CHANCE TO SELL AT THESE PRICES.
If you want to follow James L. Keeler's suggestion to tell Tyson to go
away, gambling that WLR's stock price will not plummet from the $30+ price
created by Tyson's offer back down to the $17-1/2 - $19-1/4 range it was
trading at before, then simply vote "AGAINST."
THE CHOICE IS YOURS.
TIME IS SHORT.
PLEASE VOTE TODAY, AND INCLUDE ANY
COMMENTS ON THE BLUE PROXY CARD.
Very truly yours,
Don Tyson
