<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-1
(AMENDMENT NO. 18)
AND
SCHEDULE 13D
(AMENDMENT NO. 19)
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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (A) / /
(B) /x/
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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) / /
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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/
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
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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) / /
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9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.37%
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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/
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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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. 18 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. 19 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.
99.41 -- Tyson Foods, Inc. Press Release, dated June 3, 1994, relating to
the Inspectors Report.
99.42 -- Tyson Foods, Inc. Press Release, dated June 3, 1994, relating to
the extension of Tyson's offer.
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: June 6, 1994
TYSON FOODS, INC.
By /s/ Gerald Johnston
--------------------------------
Name: Gerald Johnston
Title: Executive Vice President,
Finance
Dated: June 6, 1994
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
- ------ --------
99.41 Tyson Foods, Inc. Press Release, dated June 3, 1994, relating
to the Inspectors Report.
99.42 Tyson Foods, Inc. Press Release, dated June 3, 1994, relating
to the extension of Tyson's offer.
<PAGE>
[TYSON LETTERHEAD]
NEWS RELEASE
------------
INSPECTORS RELEASE REPORT ON VOTING AT WLR MEETING;
TYSON TO CONTINUE TO CHALLENGE VOTE BY WLR INSIDERS
SPRINGDALE, ARKANSAS (JUNE 3, 1994) -- Tyson Foods, Inc. (NASDAQ:TYSNA)
announced today that the voting results received from the inspectors of
election confirm that WLR Foods, Inc. (NASDAQ:WLRF) shareholders did not
approve Tyson's voting rights proposal at the May 21 special meeting. Tyson
noted, however, that the inspectors report counted as eligible about 1,400,000
shares that they had not counted in their preliminary report two weeks ago,
which were voted in favor of management and held by persons that Tyson claims
are ineligible to vote under Virginia's Control Share Act.
Final results from the special meeting cannot be determined accurately
until the Federal District Court for the Western District of Virginia rules
with regard to precisely which officers and directors of WLR and their
immediate families and associates were ineligible to vote because they own
"interested" shares under Virginia law. A hearing on the matter was held on
Thursday, May 26 and the judge is expected to rule now that the inspectors
results have been released. A hearing is also scheduled for July 7, 1994, on
Tyson's claims that the entire Virginia antitakeover statutory scheme is
unconstitutional.
In the event of a favorable determination by the court, Tyson has
previously said it would consider amending its offer to provide shareholders
the opportunity to exchange their WLR shares for shares of Tyson stock.
Tyson stated it continues to believe WLR's manipulative tactics prevented a
truly fair vote. These tactics included effectively stuffing the ballot box
with interested shares from interested shareholders, the setting of a record
date without notice, thereby potentially disenfranchising the owners of more
than a million shares and the "sham resignations" of management directors from
their employee positions.
As previously stated, 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 are 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 are ineligible
to be voted.
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Tyson Foods, Inc.
Page 2-2-2
June 3, 1994
According to the inspector's report, 10,896,672 shares were eligible to
vote, of which 3,152,830 shares were voted for the proposal; 5,977,118 were
voted against, and 53,547 abstained. Slightly more than 1,600,000 shares,
including Tyson's ineligible shares, did not vote at all in person or by proxy.
The inspectors did not count in their shares voted a number of proxies
received, including certain proxies representing one of WLR's large long-term
institutional shareholders that voted for the proposal, which were excluded
for technical reasons. The inspectors also ruled that they did not have
sufficient information to exclude from their calculation of total shares
eligible to vote the 600,063 shares owned but not voted by Tyson.
With respect to Tyson's challenge of the voting of interested shares held
by WLR officers and directors and their immediate families and their
associates, the inspectors ruled that they did not have sufficient information
to disqualify almost all of such shares, including the shares held by the four
officer-directors who resigned, leaving the final determination on this crucial
issue for the court to decide. The inspectors said it would be inappropriate
for them to consider all the information before the court, which Tyson believes
would be necessary for the inspectors to refine under Virginia law their list
of insider shares that were "interested" and accordingly not eligible to be
voted.
Tyson added that the inspectors advised both parties that the inspectors
recognized that the court would make the final determination on the issue of
which shares are "interested" and therefore not eligible to be voted in a
control share act election.
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.
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NEWS RELEASE
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TYSON FOODS EXTENDS $30 TENDER OFFER FOR WLR FOODS TO JULY 29
SPRINGDALE, ARKANSAS, (JUNE 3, 1994) - Tyson Foods, Inc. (NASDAQ:TYSNA)
announced today that it has extended its $30 cash per share tender offer for
all outstanding common shares of WLR Foods, Inc. (NASDAQ:WLRF) until 12:00
midnight, EDT on Friday, July 29, 1994. Tyson's offer was scheduled to expire
at 12:00 midnight, EDT on Friday, June 3, 1994.
Tyson stated it was extending its offer again to allow time for current and
upcoming litigation with respect to WLR's numerous takeover defenses to be
resolved. Tyson and WLR are currently awaiting a ruling from the U.S. District
Court for the Western District of Virginia in connection with a May 26th
hearing to determine under the Virginia Control Share Act precisely which WLR
shareholders were ineligible to vote in the recent election contest because the
shares held by them are "interested" shares under the Act. Another hearing with
regard to Tyson's claims that the entire Virginia anti-takeover statutory
scheme is unconstitutional has been scheduled to commence on July 7.
The Company reported that 2,715,617 WLR shares had been validly tendered as
of the close of business on Friday, June 3rd. Such shares, together with the
600,063 shares owned by Tyson represent approximately 30.2% of WLR's 10,970,878
outstanding shares.
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.
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