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As filed with the Securities and Exchange
Commission on March 23, 1994
Registration No. 33-54692
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SUPPLEMENT TO
FORM S-3(D)
REGISTRATION STATEMENT
under the Securities Act of 1933
WLR FOODS, INC.
(Exact name of registrant as specified in its charter)
Virginia 2000 54-1295923
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorpor- Industrial Classi- Identification
ation or organization) fication Code Number) Number)
P.O. Box 7000
Broadway, Virginia 22815
(703)896-7001
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
John W. Flora
Wharton, Aldhizer & Weaver
100 S. Mason Street
Harrisonburg, Virginia 22801
(703)434-0316
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Attached hereto is a supplement to Registration Statement No. 33-54692,
filed with the Commission on November 18, 1992, relating to the
registration of 1,500,000 shares of common stock of the above-named
registrant in connection with a dividend reinvestment plan. This
Supplement is made pursuant to SEC Rule 424(c). The following cross
reference chart applies to this Supplement:
Page on which Page to which
change appears change relates
in this Supplement in Registration Statement
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1 1
2 2
3 3
4 5
5 6
6 10
7 11
8 12
Total Number of Sequentially
Numbered Pages 9
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PROSPECTUS
WLR FOODS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
This Prospectus relates to 1,500,000 shares of common stock, no par
value (the Common Stock) of WLR Foods, Inc. (WLR Foods or the Company)
which have been registered and which are reserved for issuance under WLR
Foods' Dividend Reinvestment and Stock Purchase Plan (the Plan). Shares
of WLR Foods' Common Stock may be purchased without payment of brokerage
commissions, fees or related administrative charges, either with
automatically reinvested dividends or with optional cash payments. The
price of such shares shall be market value, determined as provided in
the Plan.
WLR Foods Common Stock is listed on the National Market System of the
National Association of Securities Dealers' Automated Quotation System
(NASDAQ/NMS). The closing price of the Common Stock on November 16,
1992, as reported by the National Market System, was $18.75 per share.
An eligible shareholder may enroll in the Plan by completing the
enclosed Authorization Form and returning it to WLR Foods Inc., Director
of Shareholder Services who will serve as Administrator of the Plan.
The Administrator can be reached at the corporate offices of the
Company, P.O. Box 7000, Broadway, Virginia 22815 (703-896-7001).
For certain investment considerations associated with the Common Stock,
see "Investment Considerations," page 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is December 8, 1992.
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AVAILABLE INFORMATION
WLR Foods is subject to the information requirements of the Securities
Exchange Act of 1934 (the Exchange Act) and, in accordance therewith,
files reports and other information with the Securities and Exchange
Commission (Commission). Reports, proxy statements and other
information filed by WLR Foods can be inspected and copied at the public
reference facilities of the Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following
Regional Offices: 75 Park Place, New York, New York 10278, and 219
South Dearborn Street, Chicago, Illinois 60604. Copies can be obtained
by mail at prescribed rates. Requests should be directed to the
Commission's Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus: (1) the Company's Annual Report on
Form 10-K for the year ended June 27, 1992 (File No. 0-17160); (2) all
other reports filed by the Company pursuant to Sections 13 or 15(d) of
the Exchange Act since June 27, 1992; and (3) the description of the
Company's Common Stock contained in its Registration Statement on
Form 8-A (File No. 0-17060) and amendment to Form 8 filed September 21,
1990, including any further amendment or report filed subsequent to the
date of this Prospectus and prior to the termination of the offering
described herein for the purpose of updating such description. All
documents filed by WLR Foods pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering described herein shall be
deemed to be incorporated by reference into this Prospectus and to be
part hereof from the date of the filing of such documents.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of
the Company's last annual report to shareholders or any documents
incorporated herein by reference (other than exhibits to such
documents). Requests for such copies should be directed to Director of
Shareholder Services, WLR Foods, Inc., P.O. Box 7000, Broadway, Virginia
22815 (703-896-7001).
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the
offering made hereby and, if given or made, such information or
representation must not be relied upon as having been authorized by WLR
Foods. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or a solicitation of
an offer to
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buy to any person in any jurisdiction where it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any implication
that there has been no change in the information contained herein since
the date hereof.
THE COMPANY
WLR Foods, Inc., a Virginia corporation, is a fully-integrated provider
of turkey and chicken products with operations in Virginia, West
Virginia and Pennsylvania. The mailing address of the Company's
principal executive offices is P.O. Box 7000, Broadway, Virginia 22815,
and its telephone number is (703) 896-7001.
INVESTMENT CONSIDERATIONS
The following factors should be considered in evaluating an investment
in the Common Stock.
Nature of Poultry Industry
The poultry industry is influenced by a considerable number of
uncontrollable conditions including disease, weather and prices of both
commodity grain and poultry. Although the Company places great emphasis
on disease control through bio-security measures and testing, it is not
immune to the risks of avian influenza, salmonella and other microbial
contamination. No assurances can be given that disease, or adverse
publicity associated with the threat of disease, may not negatively
affect the demand for poultry and poultry products.
The poultry industry, both as to the poultry itself and the commodities,
such as grain, used in the industry, is subject to the adverse effects
of bad weather, such as drought and extreme heat or cold. Although the
Company has taken steps to minimize the effects of weather on its
chickens and turkeys, the Company has little control over the adverse
effect of bad weather on the price of grain which is used to make feed,
the largest single cost of the Company's operations. Additionally, the
prices of corn and soybeans are subject to other influences, such as
government programs and foreign competition.
Although poultry prices are affected by these costs of production,
poultry prices are controlled more by supply and demand, making the
poultry industry highly competitive. The pricing of poultry products is
so competitive that any company with a cost advantage is in a favorable
competitive position. Seasonal increases in production and demand
contribute to fluctuations in prices.
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Purchase and Pricing of Shares
3. Who purchases the shares for the Plan?
Open market purchases of Common Stock will be made by an Independent
Agent to be retained by WLR Foods. New issue shares of Common Stock may
be acquired directly from WLR Foods at its option.
4. When will purchases of Common Stock be made?
If Common Stock is purchased in the open market, the Independent Agent
shall purchase the stock during a period beginning five days before the
date on which Common Stock dividends are normally paid (generally, the
last Friday of January, April, July and October) (such Common Stock
dividend payment date being referred to herein as the "Investment Date")
and ending on the fifteenth calendar day of the month following the
month in which the Investment Date falls (Investment Period). If Common
Stock is purchased directly from WLR Foods, the Common Stock will be
issued as of the applicable Investment Date (that is, the Common Stock
dividend payment date).
5. What will be the price of Common Stock purchased by Participants
under the Plan?
WLR Foods will have sole discretion as to whether Common Stock purchased
under the Plan will be purchased in the open market by the Independent
Agent or purchase directly from WLR Foods. The Administrator will
notify the Independent Agent prior to the commencement of the Investment
Period with respect to each Investment Date whether to purchase shares
for the Plan in the open market or whether shares will be purchased
directly from WLR Foods.
If Common Stock is purchased in the open market, the price per share
will be the weighted average price, excluding brokerage commissions,
paid by the Independent Agent for all shares purchased during the
Investment Period for the applicable Investment Date. All open market
purchases will be the lowest current independent offer quotation
reported on NASDAQ/NMS, and WLR Foods will pay any administrative costs,
brokerage fees and commissions. If Common Stock is purchased directly
from WLR Foods, the price per share will be the average of the closing
bid and asked prices of the Common Stock as quoted by NASDAQ/NMS on the
applicable Investment Date. If shares are purchased both in the open
market and directly from WLR Foods with respect to an Investment Date,
the price paid by Participants for the shares so purchased will be the
weighted average price of all shares.
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Administration
6. Who administers the Plan for Participants?
The Shareholder Services Department of WLR Foods administers the Plan
for WLR Foods. The Administrator keeps a continuing record of
Participants' accounts, sends quarterly Statements of Account to
Participants, and performs for Participants other duties relating to the
Plan. Common Stock purchased under or transferred to the Plan will be
registered in the name of a nominee, which may be a nominee of WLR Foods
or an affiliate of WLR Foods.
Participation
7. Who is eligible to participate?
All holders of record of Common Stock of WLR Foods are eligible to
participate in the Plan. To be eligible to participate directly in the
Plan, beneficial owners of Common Stock whose shares are registered in
names other than their own (for instance, in the name of a broker or a
bank nominee) must become shareholders of record by having their shares
transferred into their names, or by requesting their holders of record
to participate on their behalf.
8. Can beneficial owners reinvest their dividends?
Certain brokers may permit the beneficial owners of Common Stock to
reinvest their dividends in shares of Common Stock under the Plan. Any
such dividend reinvestment may be on terms and conditions which differ
from those set forth in this Prospectus, in which case the terms and
conditions set by each such broker shall govern. The Company shall not
be responsible for the terms of any such participation, including the
tax consequences thereof. The term "Participant" as used in this
Prospectus refers to shareholders of record participating directly in
the Plan.
9. How does an eligible shareholder participate?
A holder of record of Common Stock may join the Plan by filling out the
accompanying Authorization Form and returning it to WLR Foods, Inc.,
Attention: Director of Shareholder Services, P.O. Box 7000, Broadway,
Virginia 22815. An Authorization Form may be obtained at any time by
written request to the Shareholder Services Department, or by calling
the Department at (703)896-7001.
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Shares credited to the account of a Participant under the Plan may not
be pledged as collateral. A Participant who wishes to pledge such
shares must request that certificates for such shares be issued in the
Participant's name.
An institution that is required by law to maintain physical possession
of certificates may request a special arrangement regarding the issuance
of certificates for Common Stock purchased under the Plan. This request
should be mailed to WLR Foods, Inc. Attention: Director of Shareholder
Services, P.O. Box 7000, Broadway, Virginia 22815.
Certificates for fractions of shares will not be issued under any
circumstances.
18. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which
certificates of the Participants are registered at the time they enter
the Plan. Consequently, certificates for whole shares issued upon the
request of Participants will be identically registered.
Withdrawal
19. When may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time. The notice will
be effective to stop investment as of the next Investment Date following
the Company's receipt of the notice provided it is received by the
Administrator no later than the record date corresponding to such
Investment Date.
20. How does a Participant withdraw from the Plan?
To withdraw from the Plan, the Participant must write to WLR Foods,
Inc., Attention: Director of Shareholder Services, P.O. Box 7000,
Broadway, Virginia 22815, notifying WLR Foods that the Participant
wishes to withdraw from the Plan and giving his account number. The
stub attached to the Statement of Account may be used for this purpose.
Withdrawal may be accomplished by checking the appropriate box on the
back of the stub and signing and returning the stub to WLR Foods'
Shareholder Services Department. When a Participant withdraws from the
Plan, or upon termination of the Plan by WLR Foods, certificates for
whole shares credited to the Participant's account under the Plan will
be issued and a cash adjustment will be made for any fraction of a
share.
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21. What happens to a fraction of a share when a Participant withdraws
from the plan or the Plan is terminated?
When a Participant withdraws from the Plan, a cash adjustment
representing any fraction of a share will be mailed directly to the
Participant. This cash adjustment will be the average of the closing
bid and asked prices of the Common Stock as quoted by NASDAQ/NMS on the
withdrawal date. Fractional adjustments would also be made upon
termination of the Plan.
Income Tax Information
22. What are the federal income tax consequences of participation in
the Plan?
A Participant whose dividends are reinvested under the Plan will be
treated for federal income tax purposes as having received a dividend
equal to the sum of his reinvested dividends an the brokerage commission
allocable to such purchases (whether such purchases are with reinvested
dividends or with Voluntary Contributions). Each of the year-end
statements on Form 1099-DIV sent to each Participant annually by WLR
Foods will indicate the total amount of dividends paid on the Company's
shares held for the Participant's account under the Plan and on all
shares registered in the Participant's name on the corporate books of
the Company. Each Form 1099-DIV sent by WLR Foods also will indicate
the total amount of dividends paid on shares held for the Participant's
account under the Plan and any brokerage commission paid by WLR Foods on
behalf of the Participant.
The tax basis for Common Stock purchased with reinvested dividends will
equal the amount of such dividends plus the amount of brokerage or
commissions allocable to such purchase. The tax basis of shares
purchased with any Voluntary Contributions will be the amount of such
Voluntary Contribution plus the amount of brokerage commissions
allocable to such purchase. A Participant's holding period for shares
of Common Stock acquired through the Plan will begin on the day
following the purchase of such shares.
A Participant who receives, upon withdrawal from or termination of the
Plan, a cash adjustment for a fraction of a share will realize a gain or
loss with respect to such fraction. Gain or loss will also be realized
by the Participant when whole shares are sold or exchanged by the
Participant after the shares have been withdrawn from the Plan. The
amount of such gain or loss will be the difference between the amount
which the Participant receives for the shares or fraction of a share,
and the tax basis thereof.
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23. What provision is made for foreign shareholders whose dividends are
subject to income tax withholding?
In the case of foreign shareholders whose dividends are subject to
United States income tax withholding, WLR Foods will apply the net
amount of any dividend which is being reinvested by such Participants,
after the deduction of taxes, to the purchase of shares of Common Stock.
Foreign shareholders who indicate Voluntary Contributions only on the
Authorization Form will continue to receive cash dividends on shares
registered in their names in the same manner as if they were not
participating in the Plan. Voluntary Contributions received from them
must be by check or money order drawn on a United States bank and
payable in United States dollars and will be invested in the same manner
as Voluntary Contributions from other Participants.
24. When will a Participant be subject to 31% backup withholding?
A Participant will have withheld 31% of their dividends if (i) he fails
to certify to WLR Foods on a Form W-9 that the Participant is not
subject to backup withholding, (ii) he fails to certify that the
taxpayer identification number provided is correct, or (iii) the
Internal Revenue Service notifies WLR Foods that the Participant is
subject to backup withholding.
25. What are the state income tax consequences of participation in the
Plan?
State income tax laws vary. Participants should consult with their own
income tax advisors to determine the applicable state income tax
consequences of participation in the Plan.
Other Information
26. What happens when a Participant who is reinvesting the cash
dividends on all or part of the shares of Common Stock registered in the
Participant's name sells or transfers a portion of such shares or
acquires more shares?
If a Participant who is reinvesting the cash dividends on all of the
shares of Common Stock registered in the Participant's name disposes of
a portion of such shares, WLR Foods will continue to reinvest the
dividends on the remainder of the shares. If a Participant who has
elected full dividend reinvestment for his shares acquires more shares
of Common Stock, registered identically, dividends on such new shares
will also be reinvested without further action by the Participant.
