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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 14D-1
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
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.
- -------------------------------------------------------------------------------
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)
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) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
- -------------------------------------------------------------------------------
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)
5.47%
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
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)
NOT APPLICABLE
- -------------------------------------------------------------------------------
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) / /
- -------------------------------------------------------------------------------
9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
5.47%
- -------------------------------------------------------------------------------
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/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NOT APPLICABLE
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
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)
5.47%
- -------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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This Statement constitutes Amendment No. 1 to the Statement on
Schedule 14D-1, dated March 9, 1994, 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. 2 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.
(a) 99.12 -- Letter to Shareholders from Tyson dated March 9, 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: March 11, 1994
TYSON FOODS, INC.
By /s/ Gerald Johnston
--------------------------------
Name: Gerald Johnston
Title: Executive Vice President,
Finance
Dated: March 11, 1994
7
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EXHIBIT INDEX
Exhibit Page No.
- ------- --------
99.12 Letter to Shareholders from Tyson dated March 9, 1994
8
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[Letterhead]
March 9, 1994
Dear WLR Shareholder:
I am pleased to enclose for your consideration a copy of Tyson Foods' $30
cash per share tender offer for all of the outstanding common shares of WLR
Foods, Inc. We believe that this offer represents a full and fair value for
WLR's shares.
Tyson views a business combination between Tyson and WLR as an excellent fit
which is sound both financially and operationally. Tyson is similar in many
respects to WLR. Tyson is an old-line, family business founded back before World
War II, publicly-owned, a leader in its markets for poultry and other related
food products and deeply committed to employees and the communities in which we
live and work.
WE RECOGNIZE THAT MANY SHAREHOLDERS ARE ALSO GROWERS, CUSTOMERS AND/OR
SUPPLIERS OF WLR. WE ARE PARTICULARLY AWARE OF THE CRITICAL ROLE THESE
CONSTITUENCIES -- ESPECIALLY WLR'S TEAM OF 570 GROWERS THROUGHOUT VIRGINIA, WEST
VIRGINIA, MARYLAND AND PENNSYLVANIA -- WOULD PLAY IN THE SUCCESS OF A COMBINED
TYSON -- WLR. WE WANT TO ASSURE ALL OF THEM OF THE STRONG SUPPORT THEY WOULD
RECEIVE FROM TYSON AND EXPRESS HOW IMPORTANT THEIR ENDORSEMENT OF THIS
TRANSACTION IS TO US. TYSON COULD NOT HAVE BECOME A MARKET LEADER WITHOUT A LONG
HISTORY OF BEING COMMITTED TO THE SUCCESS OF OUR OWN GROWERS AND SUPPLIERS. OUR
COMMITMENT TO WLR'S GROWERS AND SUPPLIERS WOULD UNQUESTIONABLY BE JUST AS
STRONG.
Tyson's tender offer follows our recent attempts to commence discussions of
a friendly merger with the WLR Board of Directors, who refused even to meet with
us. TYSON REMAINS WILLING TO NEGOTIATE WITH WLR CONCERNING AN ACQUISITION AND,
IN PARTICULAR, REMAINS WILLING TO NEGOTIATE A TRANSACTION WHICH WOULD PROVIDE
SHAREHOLDERS WITH THE OPPORTUNITY TO DISPOSE OF THEIR SHARES ON A TAX-FREE
BASIS.
On February 4, 1994, WLR's Board and management flatly rejected our offer,
without a single attempt to negotiate with us and without consulting you, the
shareholders, who are the true owners of WLR. INSTEAD, THE WLR BOARD AND
MANAGEMENT WENT TO WORK WITH THEIR LAWYERS CONSTRUCTING ELABORATE AND EXPENSIVE
DEFENSES TO OUR ACQUISITION PROPOSAL AND COMMENCING LITIGATION AGAINST TYSON.
You should be aware that, rather than negotiating with us to seek the most
favorable terms on behalf of all WLR shareholders, WLR management has instead
taken a series of actions on its own behalf and in furtherance of its own
interests.
- - WLR granted lucrative "golden parachute" contracts to senior management and
adopted broad severance arrangements for all salaried and hourly clerical
employees, rewarding them with significant additional compensation if a
change in control of WLR occurs.
[Letterhead-Trademark]
<PAGE>
- - Based on its analysis of publicly available information, Tyson believes that
the golden parachute contracts granted to the top officers of WLR could
result in pre-tax cash payments by WLR to such individuals aggregating
several million dollars, plus continued health and life insurance benefits
for a period of 18 to 36 months. Tyson has been advised that the amount of
such payments is so excessive that, under existing tax regulations designed
to discourage excessive severance payments, a significant portion of such
payments will not even be deductible by WLR for tax purposes. IS THIS HOW
YOU WANT WLR TO SPEND THE MONEY YOU HAVE INVESTED IN IT?
- - As of today's date, WLR has not even disclosed the severance terms awarded
to some other employees or disclosed sufficient information to calculate
precisely the amount of the payments that would be made to its top
executives under these parachutes, depriving you of the opportunity to
calculate the true cost to WLR and its shareholders.
- - WLR also took a series of elaborate actions which purport to alter the
status of four of its directors -- William D. Wampler, George E. Bryan,
Herman D. Mason and Charles W. Wampler, Jr. -- so as to enable WLR to claim
that these directors are not officers or employees of WLR. Under Virginia
law, directors who are officers or employees of WLR would not be allowed to
vote their shares in an important shareholder vote that could be required in
connection with Tyson's offer and could block Tyson's efforts to acquire
WLR.
- - Through this scheme, these four directors -- who appear to control well over
10% of WLR's shares -- sought to become, virtually overnight,
"disinterested" directors who would be entitled to participate in a vote of
WLR's independent shareholders. WE SEE THIS AS NOTHING MORE THAN A SLY LEGAL
MANEUVER WHOSE PURPOSE WAS ONLY TO DILUTE THE VOTING POWER OF WLR'S
GENUINELY INDEPENDENT SHAREHOLDERS, THEREBY FURTHER ENTRENCHING MANAGEMENT.
You should also be aware that WLR did not even inform shareholders of
certain of these self-serving actions until 11 days after they had occurred and
has yet to be forthright about its overall scheme to block Tyson's offer.
We encourage you to consider our offer and to tender your shares to Tyson if
you agree that $30 per share is a fair price. By tendering to us, you can send a
message to WLR management that WLR shareholders will decide what is in their own
best interests.
LET ME CLOSE BY REPEATING MY PERSONAL ASSURANCE TO THOSE WLR SHAREHOLDERS
WHO ARE ALSO GROWERS, SUPPLIERS AND CUSTOMERS OF OUR CONTINUED COMMITMENT TO
THEM. WE WELCOME YOUR TELEPHONE CALLS AND ASK FOR YOUR SUPPORT IN THIS
TRANSACTION. IF YOU HAVE QUESTIONS OR WISH TO EXPRESS YOUR OPINION, PLEASE CALL
ME OR LELAND TOLLETT, OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER, AT
1-800-643-3410. WE ARE MORE THAN WILLING TO TAKE WHATEVER TIME IS NECESSARY TO
PERSONALLY ADDRESS YOUR CONCERNS.
Please carefully review the enclosed documents, which contain important
information concerning our offer. If you have any questions regarding the offer,
or if you need help in completing the forms to tender your shares, please
contact MacKenzie Partners, Inc., which is assisting us in this transaction, at
1-800-322-2885.
Sincerely,
[Signature]
Don Tyson
CHAIRMAN
