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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
WLR Foods, Inc.
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(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
929286 10 2
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(CUSIP Number)
James B. Blair
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Tel. (501) 290-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
Copies to:
Leslie A. Grandis, Esq. Lawrence Lederman, Esq.
McGuire, Woods, Battle & Boothe Milbank, Tweed, Hadley & McCloy
One James Center 1 Chase Manhattan Plaza
901 E. Cary Street New York, New York 10005
Richmond, Virginia 23219 Tel. (212) 530-5732
Tel. (804) 775-1000
August 10, 1994
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(Date of Event which Requires filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
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SCHEDULE 13D
CUSIP No. 929286 10 2
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 63
8 SHARED VOTING POWER 600,000
9 SOLE DISPOSITIVE POWER 63
10 SHARED DISPOSITIVE POWER 600,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,063
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 929286 10 2
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WLR Acquisition Corp.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER 600,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER 600,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 929286 10 2
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyson Limited Partnership
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER 600,063
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER 600,063
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,063
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 929286 10 2
1 NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Don Tyson
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
8 SHARED VOTING POWER 600,063
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER 600,063
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,063
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37%
14 TYPE OF REPORTING PERSON*
IN
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This Statement constitutes Amendment No. 25 to the Statement
on Schedule 13D, dated March 4, 1994, as amended, filed by WLR
Acquisition Corp., a Delaware corporation (the "Purchaser"),
Tyson Foods, Inc., a Delaware corporation ("Tyson"), Tyson
Limited Partnership, a Delaware limited partnership and Mr. Don
Tyson, relating to their beneficial ownership of shares of Common
Stock, no par value (the "Shares"), of WLR Foods, Inc., a
Virginia corporation (the "Company").
1. Item 4 is hereby amended to add the following:
"On August 10, 1994, Tyson and the Purchaser announced by
way of press release, and notified the Company by way of a
letter dated August 10, 1994, that the Purchaser no longer
intended to nominate persons for election as directors of
the Company at the Company's 1994 Annual Meeting of
Stockholders. Copies of such press release and letter are
attached hereto as Exhibits 99.51 and 99.52, respectively."
2. Item 7 is hereby amended to add the following:
Item 7. Material to be Filed as Exhibits.
99.51 Tyson Foods, Inc. Press Release, dated
August 10, 1994.
99.52 Letter dated August 10, 1994 from WLR
Acquisition Corp. to WLR Foods, Inc.
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
TYSON FOODS, INC.
August 10, 1994 By:/s/ Gerald Johnston
------------------
Name:Gerald Johnston
Title:Executive Vice President, Finance
WLR ACQUISITION CORP.
By:/s/ Gerald Johnston
-------------------
Name:Gerald Johnston
Title:Vice President
TYSON LIMITED PARTNERSHIP
By: TYSON FOODS, INC.*
By:/s/ Gerald Johnston
-------------------
Name:Gerald Johnston
DON TYSON
By: TYSON FOODS, INC.*
By:/s/ Gerald Johnston
-------------------
Name:Gerald Johnston
_______________________________
* Pursuant to Joint Filing Agreement previously filed as
Exhibit 99.1 to this Schedule 13D.
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Exhibit 99.51
[Tyson logo]
Tyson Foods, Inc.
P.O. Box 2020
Springdale, AR 72765-2020
(501) 290-4000
TYSON FOODS NOTIFIES WLR FOODS THAT IT HAS OFFICIALLY WITHDRAWN
NOMINATIONS FOR WLR BOARD
Springdale, Arkansas (August 10, 1994) -- Tyson Foods, Inc.
(NASDAQ;TYSNA) announced today that it has withdrawn all
nominations for candidates which were proposed to be elected at
WLR's next annual meeting. Tyson believes that WLR's agreement
to acquire certain turkey operations of Cuddy Farms, Inc. for
cash and shares representing up to 10.5% of WLR's outstanding
stock made the chances extremely unlikely of winning a proxy
contest at the annual meeting.
Don Tyson, Chairman of Tyson Foods, emphasized, "It is pointless
to pursue the election of our nominees, particularly in light of
the fact that this block of 10.5% of WLR shares is to be held in
a voting trust for four years and will be required to be voted in
accordance with the recommendations of the WLR Board."
Mr. Tyson also commented on the decision issued yesterday by
Judge James H. Michael of the U.S. District Court for the Western
District of Virginia denying Tyson's motions to have the Virginia
anti-takeover statutory "scheme" declared unconstitutional, "We
are disappointed that Judge Michael apparently is willing to give
the board and management of a Virginia company what in effect
amounts to virtual veto power to block any acquisition offer.
With the `scorched earth' tactics of the WLR Board and its
entrenchment actions at every turn, the Board has sent one clear
message to their stockholders: 'The Board, not WLR's
stockholders, will decide if, and when, WLR will be sold.'"
Tyson has previously stated, with respect to the 600,063 WLR
shares currently owned by Tyson, that, while it reserves the
right to maintain this position, it may choose at any time to
sell or otherwise dispose of all or any portion of these shares
in open market or privately negotiated transactions.
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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WLR ACQUISITION CORP.
2210 West Oaklawn Drive
Springdale, AR 72764
August 11, 1994
Mr. Delbert Seitz
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
Dear Delbert:
Reference is made to the July 21, 1994 notice from WLR
Acquisition Corporation to you with respect to our intention to
nominate candidates for election as Directors of WLR Foods, Inc.
(the "Company") at the Company's 1994 Annual Meeting of
Stockholders.
We hereby inform you that we no longer intend to
nominate candidates for election as Directors of the Company at
the Company's 1994 Annual Meeting of Stockholders. Accordingly,
the above referenced July 21, 1994 notice is hereby withdrawn.
Very truly yours,
/s/ James B. Blair
---------------------------
James B. Blair
President
cc: Sue Ann Vajda
(Cede & Co.)
