<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-1
(AMENDMENT NO. 16)
AND
SCHEDULE 13D
(AMENDMENT NO. 17)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________________
WLR FOODS, INC.
(Name of Subject Company)
____________________
WLR ACQUISITION CORP.
(Bidder)
____________________
Common Stock, no par value
(Title of Class of Securities)
____________________
929286 10 2
(CUSIP Number of Class of Securities)
____________________
James B. Blair
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Telephone Number (501) 290-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
Copies to:
Leslie A. Grandis, Esq. Lawrence Lederman, Esq.
McGuire, Woods, Battle & Boothe Michael W. Goroff, Esq.
One James Center Milbank, Tweed, Hadley & McCloy
901 East Cary Street 1 Chase Manhattan Plaza
Richmond, Virginia 23219 New York, New York 10005
Telephone: (804) 775-4322 Telephone: (212) 530-5000
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CUSIP No. 929286 10 2 14D-1
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TYSON FOODS, INC.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A) / /
(B) /x/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,063 COMMON SHARES
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.37%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
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CUSIP No. 929286 10 2 14D-1
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
WLR ACQUISITION CORP.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A) / /
(B) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,000 COMMON SHARES
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.37%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
- -------------------------------------------------------------------------------
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CUSIP No. 929286 10 2 14D-1
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
TYSON LIMITED PARTNERSHIP
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A) / /
(B) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,063 COMMON SHARES
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.37%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 929286 10 2 14D-1
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MR. DON TYSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A) / /
(B) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,063 COMMON SHARES
- -------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.37%
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10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
This Statement constitutes Amendment No. 16 to the Statement on
Schedule 14D-1, dated March 9, 1994, as amended, filed by WLR Acquisition
Corp., a Delaware corporation (the "Purchaser"), and a wholly-owned subsidiary
of Tyson Foods, Inc., a Delaware corporation ("Tyson"), and Tyson, relating to
the offer by the Purchaser to purchase all outstanding shares of Common Stock,
no par value (the "Shares"), of WLR Foods, Inc., a Virginia corporation (the
"Company"), at a price of $30.00 per share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
March 9, 1994 (the "Offer to Purchase") and in the related Letter of
Transmittal.
This Statement also constitutes Amendment No. 17 to the Statement on
Schedule 13D, dated March 4, 1994, as amended, filed by the Purchaser, Tyson,
Tyson Limited Partnership and Mr. Don Tyson, relating to their beneficial
ownership of Shares.
1. Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99.39 -- Tyson Foods, Inc. Press Release, dated May 21, 1994.
99.40 -- Tyson Foods, Inc. Press Release, dated May 23, 1994.
6
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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 this statement is true,
complete and correct.
WLR ACQUISITION CORP.
By /s/ James B. Blair
--------------------------------
Name: James B. Blair
Title: President
Dated: May 24, 1994
TYSON FOODS, INC.
By /s/ Gerald Johnston
--------------------------------
Name: Gerald Johnston
Title: Executive Vice President,
Finance
Dated: May 24, 1994
7
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
- ------- -------
99.39 Tyson Foods, Inc. Press Release, dated May 21, 1994.
99.40 Tyson Foods, Inc. Press Release, dated May 23, 1994.
8
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[TYSON LETTERHEAD]
NEWS RELEASE
------------
WLR SHAREHOLDERS FAIL TO APPROVE PROPOSAL TO GRANT TYSON
VOTING RIGHTS; TYSON BELIEVES FAIR VOTE WOULD HAVE PRODUCED
DIFFERENT RESULT; PLANS TO PURSUE SUIT AGAINST WLR
BRIDGEWATER, VIRGINIA (MAY 21, 1994) -- Tyson Foods, Inc. (NASDAQ:TYSNA)
announced today that shareholders of WLR Foods, Inc. (NASDAQ:WLRF) apparently
failed to approve voting rights for shares to be acquired by Tyson in its
tender offer for WLR. Based on its own review of today's vote, however, Tyson
believes that the results would have been different if the votes of only the
truly independent shareholders had been counted and if WLR had conducted a
fair vote on the proposal.
Tyson also understands that the preliminary results of today's vote will not
be available until early next week. Final results cannot be determined until
the Federal District Court for the Western District of Virginia rules with
regard to Tyson's and WLR's motions to determine under the Virginia Control
Share Act precisely which officers of WLR are ineligible to vote in the
election contest because they are "interested" shareholders under the act.
A hearing is scheduled to commence Thursday, May 26.
Tyson Foods believes that in addition to its own 600,000 WLR shares which are
classified as interested shares, and therefore ineligible to be voted, there
are additional interested shares totaling at least 15.7% of WLR and
potentially 20% or more of the Company's approximately 10.9 million
outstanding shares. These additional interested shares are controlled by
officers and directors of WLR, their immediate families and associates.
The Company added it currently plans to challenge the results of the voting
because it believes that the WLR Board and management undertook a number of
tactics which have had the effect of disenfranchising shareholders and
tainting the results through their efforts to stuff the ballot box by voting
shares held by interested shareholders. Their entrenchment actions prevented a
truly fair vote. Their manipulations of the voting process, including the
setting of a record date to disenfranchise the owners of more than a million
shares and the sham "resignations" of employee positions, should be illegal
and Tyson hopes the court will rule in its favor.
Don Tyson, Chairman of the Board of Tyson Foods, commented, "I appreciated the
opportunity to address personally the several hundred WLR shareholders,
employees and growers, who attended today's meeting, concerning our view of
the merits of a combination of these two companies. As I've said many times,
we continue to be willing to sit down with WLR at any time and negotiate a
deal that could include a tax-free alternative for shareholders."
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Tyson Foods, Inc. - WLR Shareholders Vote
Page 2-2-2
Mr. Tyson added, "We hope that, notwithstanding the outcome of today's vote,
the WLR board finally will either negotiate with us or give their shareholders
a true chance, without any legal impediments, to consider our offer. A merger
between Tyson and WLR would greatly benefit all shareholders and give WLR
employees and growers numerous additional opportunities to prosper in the
future. With the considerable financial and operational resources of the
world's largest poultry processing company supporting them, their chance for
success in the future would surely be enhanced."
Mr. Tyson continued, "WLR's plan to take on a great deal of debt to buyback
WLR shares - a plan which Jim Keeler now says is only one alternative -is an
ill-conceived and futile attempt to temporarily prop up the price of WLR
shares. The millions they would have to spend should be invested in WLR to
build a better company for all. WLR's local investors who have been most loyal
to the company will suffer most if the company carries through on a major
leveraged buyback plan."
For further information, contact Tyson's Director of Media, Public and
Governmental Affairs, Archie Schaffer, III at 501-290-7232 or Stan Kay, Senior
Vice President of MacKenzie Partners, Inc. at 212-929-5940.
-30-
<PAGE>
[TYSON LETTERHEAD]
NEWS RELEASE
------------
TYSON RECEIVES PRELIMINARY VOTING REPORT ON WLR MEETING
SPRINGDALE, ARKANSAS (MAY 23, 1994) -- Tyson Foods, Inc. (NASDAQ:TYSNA)
announced today that the preliminary voting results received from the
inspectors of election indicate that WLR Foods, Inc. (NASDAQ:WLRF)
shareholders apparently failed to approve Tyson's voting rights proposal.
Tyson noted, however, that the independent inspectors report also confirmed
its view that a majority of all truly independent WLR shareholders did not
vote with WLR management against Tyson's proposal at the Special Meeting of
shareholders held on Saturday, May 21, in Bridgewater, Virginia.
As previously announced, Tyson believes that WLR did not conduct a fair vote,
significantly affecting the results by trying to vote many shares owned by
interested shareholders, who should have been ineligible to vote. Tyson
believes there are at least 15.7% and potentially as much as 20% or more of
WLR's approximately 10.9 million outstanding shares which were ineligible to
be voted under Virginia law because such shares are controlled by officers and
directors of WLR, their immediate families and associates. Tyson also owns
600,063 shares which were ineligible to be voted.
Tyson stated it continues to plan to challenge the results of the voting
because it believes WLR's manipulative tactics prevented a truly fair vote.
These tactics included stuffing the ballot box with shares from interested
shareholders, the setting of a record date to disenfranchise the owners of
more than a million shares and the sham "resignations" of management directors
from their employee positions.
Final results from Saturday's meeting cannot be determined until the Federal
District Court for the Western District of Virginia rules with regard to
precisely which officers of WLR and their associates were ineligible to vote
because they are "interested" shareholders under Virginia law. A hearing is
scheduled to commence Thursday, May 26.
According to the independent inspector's preliminary figures, 3,152,834 shares
were voted for the proposal; 4,575,774 were voted against and 53,547
abstained. The inspectors appear not to have counted a number of shares,
including certain shares that Tyson believes were eligible and which voted
for the proposal.
For further information, contact Tyson's Director of Media, Public and
Governmental Affairs, Archie Schaffer, III at (501) 290-7232 or Stanley
J. Kay, of MacKenzie Partners, Inc. at (212) 929-5940.
-30-
