<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-1
(AMENDMENT NO. 14)
AND
SCHEDULE 13D
(AMENDMENT NO. 15)
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
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC, BK
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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
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
600,063 COMMON SHARES
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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)
CO
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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
WLR ACQUISITION CORP.
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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)
BK
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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
DELAWARE
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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) / /
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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)
CO
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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 LIMITED PARTNERSHIP
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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
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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
DELAWARE
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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) / /
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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
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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
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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
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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. 14 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. 15 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.
99.35 -- Letter to the Board of Directors of WLR Foods, Inc. from
Tyson Foods, Inc., dated May 17, 1994.
99.36 -- Tyson Foods, Inc. Press Release dated May 17, 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 18, 1994
TYSON FOODS, INC.
By /s/ Gerald Johnston
--------------------------------
Name: Gerald Johnston
Title: Executive Vice President,
Finance
Dated: May 18, 1994
7
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
- ------- -------
99.35 Letter to Board of Directors of WLR Foods, Inc. from Tyson
Foods, Inc., dated May 17, 1994.
99.36 Tyson Foods, Inc. Press Release, dated May 17, 1994.
8
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[Tyson Letterhead]
May 17, 1994
Board of Directors
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815-7000
Dear Members of the Board of Directors:
You have built a fine company and have every reason to be proud of your
accomplishments on behalf of your many constituents. Unfortunately, you now
appear willing to throw away much of the good work you have done for the sake
of preventing a merger which would benefit your shareholders greatly and
provide a prosperous future for your employees and poultry producers for many
years to come.
In December 1993 and January 1994, WLR stock was languishing between
$17-1/2 and $19 -- well below the $22 per share price at which you raised $41
million in your February 1993 equity offering. Those new investors must have
been pretty disappointed because WLR went straight down while the stock market
took off to record highs. Luckily, Tyson's offer bailed them all out.
Now with less than a week to go in our proxy contest, you suddenly appear
desperate to appease your short term shareholders. Your May 12 letter to
your shareholders indicates that, in the event that Tyson terminates its
offer, you plan to incur debt and use the proceeds thereof to repurchase
shares. Presumably such a leveraged buyback program would be intended to
prop up WLR's stock price temporarily and to alleviate somewhat the pressure
you no doubt are feeling from shareholders based on the glaring probability
that WLR shares will not trade anywhere near the $30 level if Tyson's offer
is terminated.
Our view is that a leveraged buyback program, if implemented, would
be even more outrageous than the other antitakeover devices you have employed
to date with respect to Tyson's offer. Such a program would, in effect, shrink
WLR and its business and, with it, diminish the long term opportunities for
WLR's shareholders, employees and growers.
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2
It is clear to us that the investors who are likely to take
advantage of any buyback program will be WLR's short term investors. Your
long term investors would presumably be thanked again for their loyalty and
offered little else. This hardly seems fair.
It is also clear to us that WLR will need to incur a very significant
amount of debt in order to undertake a buyback program that has any real
impact on WLR's stock price. No reasonable amount of money could hold up the
price of your stock for any meaningful period of time. How much would you
spend? What price will you pay? $30, $25, $20, $17-1/2? As you are no doubt
aware, over 8 million shares traded at prices of $28-$30 during the month
following our acquisition proposal.
Our view is that the millions that WLR would spend buying back shares
should instead be invested IN WLR -- opening new markets, developing new
products, building new plants and selling more poultry. Tyson is ready and
able to make these investments in WLR, and we believe that these investments
would create significant future opportunities for all. If WLR instead
devotes its resources to buying back shares from short term investors, you
will be needlessly diminishing the long term prospects and opportunities for
your employees, growers, long term shareholders and the communities of the
Valley.
We recognize that a leveraged buyback would be useful to you as a device
to entrench management by shrinking WLR's shareholder base. However, we think
it would be wrong -- and a clear disservice to your constituencies -- to
sacrifice WLR's future for the sake of entrenching management. Is there no
limit to the steps that you will take to resist our offer? We urge you to
reconsider your plans for a leveraged buyback or, at the very least, to be
honest with your stockholders, employees, growers and others about the costs
- -- the true long term costs -- of a leveraged buyback program.
You have already put up almost every possible legal roadblock to prevent
your shareholders from being able to accept our offer or any other higher
offer. Isn't it about time we sat down across the table and tried to
negotiate a deal that would please all WLR shareholders?
We stand ready to invest $330,000,000 or more to buy WLR stock from your
shareholders. We are also prepared to enter into immediate negotiations on a
merger agreement that would provide your shareholders with a tax free
alternative. You should be aware that we are in the process of completing
$1.5 billion refinancing of our existing credit facilities with Bank of
America that will enable us to continue our aggressive capital investment
and expansion
<PAGE>
3
programs building value for Tyson shareholders. Our expenditures on new plant
and equipment have averaged $175 million during the last four years.
I sincerely hope you will do more than consider resuming negotiations.
Please remember we are willing to negotiate any and all aspects of our offer.
You owe it to your shareholders to at least explore whether a mutually
acceptable transaction can be agreed upon. We are willing to meet at any time
and at any place you decide.
Sincerely,
Don Tyson
Chairman
<PAGE>
[Tyson Letterhead]
NEWS RELEASE
------------
TYSON SENDS LETTER TO WLR BOARD SEEKING MERGER
NEGOTIATIONS; TYSON LETTER CRITICAL OF WLR'S BUYBACK PLAN
SPRINGDALE, ARKANSAS (MAY 17, 1994) - Tyson Foods, Inc. (NASDAQ:TYSNA)
announced today that Don Tyson, Chairman of the Board, has sent a letter to
the Board of Directors of WLR Foods, Inc. (NASDAQ:WLRF) asking again for the
Board to open negotiations about "any and all aspects" of Tyson's $30 per
share offer. Mr. Tyson's letter also sharply questions WLR's plan, disclosed
for the first time in its May 12th letter to shareholders, to borrow funds to
buy back a substantial amount of WLR stock if Tyson loses the May 21st proxy
vote and terminates its offer.
Mr. Tyson writes, "You owe it to your shareholders at least to explore
whether a mutually acceptable transaction can be agreed upon. We stand ready
to invest $330 million to buy WLR stock..[and] to enter into negotiations on a
merger agreement that would provide a tax-free alternative to your
shareholders. You should be aware that we are in the process of completing a
$1.5 billion refinancing of our existing credit facility with Bank of America
that will enable us to continue our aggressive capital investment and
expansion programs."
Questioning the high cost and negative effects of WLR's plans to initiate
a leveraged buyback program -- which Mr. Tyson charges would diminish future
prospects
-MORE-
<PAGE>
TYSON SENDS LETTER TO WLR BOARD SEEKING MERGER
PAGE 2-2-2
for WLR shareholders, growers and employees -- Mr. Tyson writes, "We think it
would be wrong...to sacrifice WLR's future for the sake of entrenching
management" by shrinking the shareholder base.
Mr. Tyson notes that it would be WLR's short-term shareholders who would
stand to benefit from a buyback program and that long term investors would
"be thanked again for their loyalty and offered little else."
Mr. Tyson states that,"...the millions that WLR would spend buying back
shares should instead be invested in WLR -- opening new markets, developing
new products, building new plants and selling more poultry...Tyson is ready
and able to make these investments in WLR" and they would "create significant
future opportunities for all...isn't it about time we sat down across the
table and tried to negotiate a deal that would please all WLR shareholders."
For a copy of the letter or further information, contact Tyson's Director
of Media, Public and Governmental Affairs, Archie Schaffer, III at
501-290-7232.
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