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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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[TYSON LETTERHEAD]
May 3, 1994
YOUR MESSAGES TO TYSON ARE COMING THROUGH LOUD AND CLEAR
Dear WLR Shareholder:
Thank you for taking the time to send your messages to us over the past
weeks. From them we have learned:
1. Most of you want Tyson to keep bidding for your WLR stock.
2. Many of you want a tax-free alternative from Tyson.
3. All of you want a good corporate citizen committed to the Shenandoah
Valley.
4. Growers, you want and have Tyson's commitment to maintain grower pay and
to allow your continued use of double-decker houses.
Tyson is ready and willing to negotiate a deal with WLR today that you would
be pleased to vote "FOR." We are convinced that most of you want a friendly
deal between WLR and Tyson.
James L. Keeler and the WLR Board want you to believe that Tyson is not
listening to you. THEY'RE WRONG. WE HEAR YOU LOUD AND CLEAR.
James L. Keeler and the WLR Board are willing to have you gamble with the
value of your WLR investment. They are telling you to vote "AGAINST" our
proposal to see if Tyson will go away. If 50% or more of WLR's independent
shareholders fail to vote "FOR" our proposal:
- Tyson will terminate its tender offer.
- Tyson will sell its 600,000 WLR shares and take its losses along with you.
- Tyson will invest the $330 million -- which it had planned to use to pay
WLR shareholders -- elsewhere in plant expansions and other acquisitions
to build a better future for its shareholders.
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DON'T GAMBLE WITH THE VALUE OF YOUR WLR INVESTMENT.
If Tyson goes away, so may more than $10 per share of your stock's value.
Remember -- 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.
VOTE "FOR" THE TYSON PROPOSAL
Give us a chance to negotiate a deal that's fair to WLR shareholders and
growers. If we cannot reach a deal that a majority of you would support, we will
terminate our offer and sell our WLR stock.
Send a message to the WLR Board. Sign, date and mail your BLUE proxy card.
Vote "FOR" the Tyson proposal and please provide any comments you may have on
the proxy card. We'll keep listening.
Very truly yours,
Don Tyson
Chairman
