October 20, 1994
Dear WLR Foods, Inc. Shareholders:
In advance of our annual meeting of shareholders on
Saturday, October 29, 1994 at 10:00 a.m. at Turner Ashby High
School, Bridgewater, Virginia, we want to share the following
additional information with you:
1. In the "Outstanding Shares and Voting Rights"
section on Page 2 of our Proxy Statement, an additional sentence
to the first full paragraph should be added after the first
sentence as follows:
In addition, Tyson has advised the Company
that it believes it is entitled to vote its
shares, irrespective of the outcome of the
pending legal proceedings regarding the
constitutionality of the Control Share
Statute, because it is not now engaged in a
"control share acquisition."
2. The Bylaw amendment must be approved by the
affirmative vote of a majority of all votes entitled to be cast,
with abstentions counting as opposing votes, instead of by a
majority of votes actually cast, therefore, the last paragraph of
the "Outstanding Shares and Voting Rights" section on Page 2,
should be restated to read as follows.
If a quorum is established, directors will be
elected by a plurality of the votes cast by
shareholders at the Annual Meeting. For the
ratification of the independent auditors, and
the approval of the Amended and Restated
Employee Stock Purchase Plan, and the Poultry
Producer Stock Purchase Plan to be considered
at the Annual Meeting, if a quorum is
established, the proposal will be approved if
the votes cast in favor exceed the votes cast
opposing the proposed action. For the
foregoing proposals, votes that are withheld
and Broker Shares that are not voted will not
be included in determining the number of
votes cast, and therefore will have no effect
in the outcome of the proposals. For the
following proposals, abstentions will count
as opposing votes. For the Articles of
Incorporation amendment proposals and the
Bylaw amendment, if a quorum is established,
the proposals will be approved if they
receive the affirmative vote of a majority of
all votes entitled to be cast on the
proposals.
<PAGE>
October 20, 1994
Page 2
3. In the footnote at the top of Page 3 in the
"Security Ownership of Certain Persons" section, an additional
sentence should be added at the end:
Cuddy Farms, Inc. may not transfer its
interest in the Cuddy Voting Trust except (a)
to pledge, mortgage or otherwise encumber its
interest or (b) to transfer its interest to
Cuddy International Corporation or a wholly
owned subsidiary of Cuddy International
Corporation.
4. The table on Page 3, should be revised to read as
follows:
Name Number Beneficially Owned Percent of Class<F1>
George E. Bryan 1,487,379<F2,17> 11.9%
Charles L. Campbell 1,191,685<F3,17> 9.6%
Stephen W. Custer 1,245,435<F4,17> 10.0%
Calvin G. Germroth 1,195,353<F5,17> 9.6%
William H. Groseclose 1,185,465<F6,17> 9.5%
Henry L. Holler 1,209,073<F7> 9.7%
J. Craig Hott 1,253,380<F8,17> 10.0%
James L. Keeler 1,332,508<F9,17> 10.7%
Kenneth D. Marshall 1,229,670<F10> 9.9%
Herman D. Mason 1,380,945<F11,17> 11.1%
James L. Mason 1,273,393<F12> 10.2%
V. Eugene Misner 1,246,766<F13> 10.0%
Charles W. Wampler, Jr. 1,531,333<F14,17> 12.3%
William D. Wampler 1,783,828<F15,17> 14.3%
All directors and executive 3,051,442<F16> 24.5%
officers as a group (consisting
of 17 persons, including those
named above)
_____________________________
<PAGE>
October 20, 1994
Page 3
Footnote 16 needs to include the following additional sentence:
This number also does not reflect the sum of all of the preceding
number of shares beneficially owned by all of the above-named
directors and officers since 1,183,333 shares held by the Cuddy
Voting Trust have been taken into account in determining the
number of shares beneficially owned by each of the director.
Additional footnote 17 should read as follows:
[FN]
<F17> Includes 1,183,333 shares held by Crestar Bank, NA,
Voting Trustee for the benefit of Cuddy Farms, Inc.
which must vote its shares pursuant to the Cuddy Voting
Trust in accordance with the recommendation of the
Board of Directors of the Company as to any proposal to
be submitted to shareholders. Each director disclaims
beneficial ownership in the shares owned by the Cuddy
Voting Trust.
Although each director and executive officer may vote
in any manner he determines advisable, the Company believes that
all shares beneficially owned by directors and executive
officers, totalling 24.5% of the Company's outstanding shares,
will vote for all proposals set forth herein which are
recommended by the Board.
We look forward to seeing you at our annual meeting on
Saturday, October 29, 1994. All customary business other than
the closing of the polls will take place at that time. To
provide you with adequate time to review this supplemental
information, the polls will remain open until Wednesday,
November 2, 1994, at 2:00 p.m. The conclusion of the meeting for
the sole purpose of accepting all final proxies and ballots is to
be held on Wednesday, November 2 and will take place at Company
headquarters in Broadway, Virginia.
We urge all shareholders to return a proxy even if you
plan to attend the annual meeting. If you have already voted and
you wish to change your vote based on the information contained
in this proxy statement supplement, you may do so by returning
the enclosed proxy card by completing, dating and signing the
card and returning it as soon as possible even if you plan to
attend the meeting. You may use the enclosed postage prepaid
envelope to return the proxy. If your shares are registered in
your own name, you may also fax the proxy to WLR Foods at
(703) 896-0498. For shares held in "street name" on your behalf,
you may contact the person responsible for your account to ensure
that your shares are voted. You may revoke your proxy at any
time prior to the closing of the polls of the annual meeting.
Thank you for your continued support, and we look
forward to seeing you at the annual meeting on Saturday,
October 29, 1994.
By Order of the Board of Directors
Delbert L. Seitz, Secretary
