<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 6)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
WLR FOODS, INC.
(Name of Subject Company)
WLR FOODS, INC.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
929286 10 2
(CUSIP Number of Class of Securities)
Delbert L. Seitz
Chief Financial Officer
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
(703) 896-7001
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Copies to:
Neil T. Anderson, Esq. John W. Flora, Esq.
Sullivan & Cromwell Wharton, Aldhizer & Weaver
125 Broad Street 100 South Mason Street
New York, New York 10004 Harrisonburg, Virginia 22801
(212) 558-4000 (703) 434-0316<PAGE>
<PAGE> 2
This Amendment No. 6 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 14,
1994, as amended (the "Schedule 14D-9"), filed by WLR Foods, Inc., a
Virginia corporation (the "Company"), relating to the tender offer
disclosed in the Schedule 14D-1, dated March 9, 1994, as amended (the
"Schedule 14D-1"), of the bidder, Tyson Foods, Inc., a Delaware corporation
(the "Bidder"), to, through its wholly-owned subsidiary, WLR Acquisition
Corp., purchase all of the outstanding Shares upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 9, 1994, and
the related Letter of Transmittal (together, the "Offer"). Capitalized
terms used and not defined herein shall have the meanings set forth in the
Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 22 -- Press Release, dated April 7, 1994.
<PAGE>
<PAGE> 3
SIGNATURE
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.
Dated: April 7, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
<PAGE> 1 EXHIBIT 22
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price,
Director of Corporate Communication
Phone: 703-896-0403
TYSON FAILS TO GET 7%
Broadway, Virginia, April 7, 1994 -- In response to Tyson Foods' tender
offer extension of $30 cash per share, WLR Foods President and Chief
Executive Officer James L. Keeler commented, "Tyson's extension until June
3 and the small number of shares tendered confirm the overwhelming lack of
support among WLR Foods shareholders for the $30 tender offer.
"We regret Tyson has elected to continue for another two months an offer
that has been decisively rejected by WLR Foods shareholders. Our
shareholders have now emphatically joined our Board of Directors in saying
no to Tyson's offer. So far, Tyson has failed to get the support of even
7% of our shares. We continue to recommend that WLR Foods shareholders
remain firm and not tender any shares to Tyson."
WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-Longacre(r) label and retail ice under
the Cassco(r) label. This Fortune 500 company, with current annual
revenues of over $700 million, exports to more than 40 countries and has
processing operations in Virginia, West Virginia and Pennsylvania, close to
its major mid-Atlantic markets.
###
