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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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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.
UNDER THE ACT, FAILURE TO CAST A VOTE IS THE EQUIVALENT OF VOTING
AGAINST THE PROPOSAL. 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. YOUR VOTE IS, THEREFORE, EXTREMELY
IMPORTANT AND WE URGE YOU TO PROMPTLY
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[cover page continued]
SIGN AND MAIL THE ENCLOSED BLUE PROXY CARD IN FAVOR OF GRANTING VOTING RIGHTS
TO THE SHARES TO BE ACQUIRED IN THE OFFER.
Pursuant to the Company's Bylaws, __________, 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.
IF YOU WANT THE OPPORTUNITY TO RECEIVE $30.00 PER SHARE PURSUANT
TO THE OFFER OR WISH TO ENCOURAGE THE COMPANY'S BOARD OF DIRECTORS TO
NEGOTIATE AN ACQUISITION WITH TYSON, WE URGE YOU TO PROMPTLY EXECUTE AND MAIL
THE ENCLOSED BLUE PROXY IN FAVOR OF GRANTING VOTING RIGHTS TO THE SHARES TO BE
ACQUIRED IN THE OFFER.
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 a merger 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 power. 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 ____________, 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 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. 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 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 contemplated by the Offer.
The Company's Board of Directors rejected Tyson's proposal to acquire
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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 Directors. The vote on the Proposal at the Special
Meeting is an opportunity for you to express these 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, including the redemption of the "poison pill" rights issued
by the Company, which are within the control of the Company's Board of
Directors. Thus, if the Proposal is adopted, Tyson and the Purchaser will
continue to seek to negotiate an acquisition with the Company. 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 and entrenchment. 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. The
refusal of the Company to meet with Tyson has thus far been absolute. Tyson
believes that the Company's Board of 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
regarding the Offer and Tyson's proposed acquisition of the Company. 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.
SHAREHOLDERS ENTITLED TO VOTE.
Under the Virginia Control Share Act, adoption of the Proposal
requires the affirmative vote of a majority of the Company's 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 power 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
preserving their positions with the Company.
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As of the date hereof, Tyson and the Purchaser beneficially own
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 _____ Shares (constituting ____% of the then
outstanding shares) were beneficially owned by the executive officers and
directors of the Company, of which amount __________ Shares (constituting
____% of the then outstanding shares) were beneficially owned by directors who
at that time did not appear 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 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, agreed to terminate their 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 agreed to terminate their compensation from the Company. In
connection with these actions, all four of such directors were awarded
individual deferred compensation agreements which provide post-retirement
health insurance coverage for life for these directors and their families, and
will continue to serve as directors of the Company.
Through this scheme, these four directors (who appear to control
almost 12% 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", when in reality these moves deprive you, the truly
disinterested Shareholders, of your voting power. In the same letter, the
Company states that "all four of these men were part of the Founding Families
that created Wampler Foods, Inc. [the Company's predecessor] in 1969...[and]
have continued to serve the company in a variety of ways...[e]ach had voted
with all other directors to reject the takeover proposal." In fact, each of
these four directors has been either an officer or an employee of the Company
since its formation. The letter went on to say "I'm confident that the
majority of our shareholders support the Board of Directors' decision to
reject Tyson's offer."
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 with respect to the Offer. Tyson believes that these actions
also manifest a remarkable disregard on the part of the Board and management
for the purpose and
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spirit of the Control Share Act. Accordingly, 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".
BACKGROUND OF THE OFFER AND THE SPECIAL MEETING.
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."
Such letter also stated that the Company is "not for sale." On February 6,
1994, the Company announced that at a meeting of the Company's Board of
Directors held on February 4, 1994 (the "February 4 Board Meeting") the
Company's Board of Directors rejected Tyson's proposal. In a letter to
shareholders, dated February 6, 1994, announcing such rejection, it was stated
that the Company's 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 14, 1994, the Board of Directors of the Company disclosed
that it had met on March 11, 1994 to consider the Offer. The Board also
stated that it 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 Board of Directors
and management of the Company and the Company's 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. The Rights, if not redeemed or
invalidated, effectively preclude the consummation of the Offer, unless the
Company's Board of Directors approves the Offer. 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.
The Purchaser 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. The continuance of the Rights
to be outstanding 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 have the effect of entrenching
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 with
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 awarded to certain executives provide, among other
things, that in the event of a "change in control" of the Company (including
the acquisition of more than 20% of the Shares), the executives will be
entitled to receive certain benefits, including lump sum cash payments from
the Company, if they decide to resign or were terminated. 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 pre-tax cash payments by the Company to such individuals aggregating
several million dollars, plus continued benefits for a period of 18 to 36
months. The Purchaser has been advised that the amount of such payments is 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.
As of the date of this Proxy Statement, the Company has not even
disclosed the terms of the severance package awarded as of February 4, 1994 to
all salaried and hourly clerical employees of the Company or disclosed
sufficient information to calculate precisely the full amount of the payments
that would be made to its top executives under their parachutes, thereby
depriving shareholders of the opportunity to calculate the true cost of these
arrangements to the Company and its shareholders.
*** 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
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appear to control almost 12% 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. 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. [Update on pending litigation to come.]
* * *
THE COMPANY'S BOARD OF DIRECTORS AND MANAGEMENT ARE PURSUING AND
PROTECTING THEIR OWN INTERESTS, RATHER THAN YOURS, AND ARE NOT ALLOWING YOU TO
MAKE YOUR OWN DECISION CONCERNING THE OFFER.
YOU CAN TAKE SOME IMMEDIATE STEPS:
(1) RETURN YOUR BLUE PROXY CARD IN FAVOR OF ACCORDING VOTING
RIGHTS TO THE SHARES TO BE ACQUIRED PURSUANT TO THE OFFER,
(2) TENDER YOUR SHARES PURSUANT TO THE OFFER (YOU CAN WITHDRAW
TENDERED SHARES AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER), AND
(3) MAKE YOUR VIEWS KNOWN TO THE COMPANY'S BOARD OF DIRECTORS.
By taking these steps, you will give 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 and by allowing you to have
the opportunity to receive $30.00 per Share pursuant to the Offer.
THE PROPOSAL
In order to permit the Company's shareholders to have the
opportunity to receive $30.00 per Share pursuant to the Offer, 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:
"VOTED, 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, shall have the same voting rights as all other
Shares."
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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 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 the Secretary of 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.
YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE BLUE PROXY 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. 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. YOU ARE
URGED TO SUBMIT YOUR PROXY OR VOTE BECAUSE THE FAILURE TO DO SO IS THE
EQUIVALENT OF A VOTE AGAINST ALLOWING YOU TO HAVE THE OPPORTUNITY TO RECEIVE
$30.00 PER SHARE PURSUANT TO THE OFFER.
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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. 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. Such
approval will not be required as a condition to the purchase of Shares
pursuant to the Offer if the Purchaser is satisfied that the Act is
inapplicable to the Purchaser, Tyson and the Offer. 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 ___________, 1994.
On ________ __, 1994, Tyson and the Purchaser delivered to the
Company a Control Share Acquisition Statement (the "Information 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 conformed copy of the
Information Statement is annexed 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
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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 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.
CERTAIN MATTERS RELATING TO THE CONTROL SHARE ACT
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 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.
If shareholders do not approve the Proposal, the Company would be
entitled, if so provided in its articles of incorporation or bylaws, to redeem
the Shares acquired by Tyson, the Purchaser or their associates pursuant to
the Offer at a price equal to the average per Share price paid by Tyson, the
Purchaser and such other persons for such Shares. Based on publicly available
information as of the date hereof, the Company's Bylaws currently contain such
a provision.
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 WHO WANT THE
OPPORTUNITY TO RECEIVE $30.00 IN CASH FOR EACH OF THE SHARES PURSUANT TO THE
OFFER VOTE "FOR" THE PROPOSAL.
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 Proposed Share Acquisition. Based upon publicly
available information, on the date hereof, the Company's Articles of
Restatement and Bylaws do no 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
10
<PAGE>
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 in the event the Company and
Tyson enter into a negotiated acquisition agreement following adoption of the
Proposal and prior to consummation of the Offer, Tyson may require that the
Bylaws of the Company to be amended to eliminate the right of shareholders to
exercise the dissenter's rights described above. The elimination of such
rights may be necessary in the event that Tyson and the Company determine to
negotiate a transaction which provides shareholders with the opportunity to
dispose of their Shares on a tax-free basis.
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.
11
<PAGE>
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.
12
<PAGE>
PRINCIPAL SHAREHOLDERS OF THE COMPANY
According to Schedules 13D filed with the Securities and Exchange
Commission as of the date hereof, the following persons owned, beneficially or
of record, 5% or more of the outstanding Shares:
AMOUNT AND PERCENTAGE
NATURE OF OF
NAME AND ADDRESS BENEFICIAL OUTSTANDING
OF BENEFICIAL OWNER OWNERSHIP SHARES(1)
--------------------- -------------- --------------
Tyson Foods, Inc. 600,063(2) 5.47%
WLR Acquisition Corp.
2210 West Oaklawn Drive
Springdale, Arkansas 72762
William D. Wampler 608,550(3) 5.4%
Route 8, Box 112
Harrisonburg, Virginia 22801
- ----------------------
(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) 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. W, Sr.
Charitable Annuity Trust. Mr. Wampler disclaims beneficial interest in
the shares owned by his wife or held by the Trusts.
According to the Company Proxy Statement, 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 No. 94-
13
<PAGE>
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 in any shareholder referendum that might be held under the
Virginia Control Share Act; 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.
[To be Updated]
14
<PAGE>
PRELIMINARY DRAFT
OTHER MATTERS
Neither Tyson nor the Purchaser is aware of any other substantive
matter to be considered at the Special Meeting. However, if any 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 POSTAGE 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.
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 to
reimburse the Company for its expenses for the Special Meeting[, other than
the Company's expenses in resisting approval of voting rights]. The Company
has not informed Tyson or the Purchaser of its expected expenses.
15
<PAGE>
PRELIMINARY DRAFT
Tyson and the Purchaser will seek reimbursement of the costs of
this and related solicitations from the Company to the extent legally
permissible. The question of the Company's reimbursement of the solicitation
expenses will not be submitted to a vote of shareholders unless such
submission is required by law or the Company chooses to do so.
TYSON FOODS, INC.
WLR ACQUISITION CORP.
Dated: _____________, 1994
16
<PAGE>
PRELIMINARY DRAFT
ADDITIONAL INFORMATION
If you have any questions, would like a copy of the Offer to
Purchase and related documents, 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
17
<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 University Science at Fayetteville State University,
1200 Murchison Road Fayetteville, North Carolina;
Fayetteville, N.C. 28301-4298 Director of Tyson.
Shelby Massey Farmer and private investor;
Sparks Commodities Director of Tyson.
Brokerage House
889 Ridgelake Blvd., Suite 30
Memphis, Tennessee 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
P.O. Box 7777 the University of Arkansas; Director
Fayetteville, Arkansas 72701 of McIlroy 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>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---- ------------------------------------------
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 AND OTHER REPRESENTATIVES
OF TYSON AND THE PURCHASER WHO MAY ALSO SOLICIT PROXIES
[TO COME]
SHARES HELD BY TYSON AND THE PURCHASER, AND THEIR DIRECTORS
AND EXECUTIVE OFFICERS AND CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF TYSON AND THE PURCHASER 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.
<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 AUTHORIZE 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.
(continued, and to be signed on the reverse side hereof)
THE SUBMISSION OF THIS PROXY IF PROPERTY EXECUTED REVOKES ALL PRIOR
PROXIES
[Reverse Side]
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
PROPOSED SHARE ACQUISITION.
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.
