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Previous: DREYFUS CASH MANAGEMENT, 497, 1994-08-08 |
Next: WARBURG INTERNATIONAL FUNDS INC, NSAR-B, 1994-08-08 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 3; Final)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WLR Foods, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
929286102
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 5, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this statement:
Page 1 of 11 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 2 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 343,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 343,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 3 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 20,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 20,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 4 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 96,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 96,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 5 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS L.P. 13-3544838
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 363,800 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 363,800 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 6 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 460,400 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 460,400 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,400 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 7 of 11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 460,400 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 460,400 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,400 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 3 to Schedule 13D (Final Amendment)
This statement amends the Schedule 13D, dated May 2, 1994,
as amended by Amendment No. 1 to Schedule 13D, dated May 20, 1994
and by Amendment No. 2 to Schedule 13d, dated May 23, 1994 (the
"Schedule 13D"), filed by Dickstein & Co., L.P. ("Dickstein &
Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"), Dickstein
International Limited ("Dickstein International"), Dickstein Partners,
L.P. ("Dickstein Partners"), Dickstein Partners Inc.
("Dickstein Inc.") and Mark Dickstein with respect to the Common Stock,
no par value, (the "Common Stock"), of WLR Foods, Inc., a
Virginia corporation (the "Company"). Notwithstanding this Amendment No. 3,
the Schedule 13D speaks as of its date. Capitalized terms used without
definition have the meanings ascribed to them in the Schedule 13D.
I. Items 5(a), 5(c) and 5(e) of the Schedule 13D,
"Interest in Securities of the Issuer" are amended and restated
as follows:
"(a) The Reporting Persons beneficially own an aggregate of 460,400
shares of Common Stock, representing approximately 4.2% of the shares of
Common Stock. 1/ Dickstein & Co. beneficially owns 343,300 of such shares of
Common Stock (approximately 3.1% of the share outstanding); and Dickstein
Focus beneficially owns 20,500 of such shares of Common Stock (approximately
.2% of the shares outstanding); and Dickstein International beneficially
owns 96,600 of such shares of Common Stock (approximately .9% of the shares
outstanding)."
"(c) Except as set forth on Schedule II annexed hereto, none of the
persons identified in Item 2 has effected any transactions in the Common
Stock during the past 60 days."
"(e) The Reporting Persons ceased to be the beneficial owner of
more than 5% of the Common Stock on August 5, 1994. Accordingly, the
Reporting Persons no longer have a reporting obligation under Section
13(d) of the Exchange Act, and the Reporting Persons intend not to further
amend their report on Schedule 13D to reflect changes in the facts set forth
herein which may occur after the date hereof."
1/ Based on 10,971,776 shares of Common Stock reported to be
outstanding on May 12, 1994 as set forth in the Company's Quarterly
Report on Form 10-Q for the quarter ending April 2, 1994.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: August 8, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.,
the general partner of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc.,
the agent of Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein Partners, L.P.,
the general partner of Dickstein Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
<PAGE>
TRANSACTIONS IN COMMON SCHEDULE II
STOCK OF WLR FOODS, INC.
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/13/94 10,700 26.5000 25.00 283,525.00
6/14/94 8,400 28.0000 25.00 235,175.00
7/28/94 4,000 25.9375 25.00 103,725.00
8/1/94 26,500 23.6250 25.00 626,037.50
8/2/94 30,000 23.5830 25.00 707,465.00
8/5/94 61,000 20.4770 25.00 1,249,072.00
Shares Sold by Dickstein International Limited
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/13/94 2,600 26.5000 25.00 68,875.00
6/14/94 2,100 28.0000 25.00 58,775.00
8/5/94 18,000 20.4770 25.00 368,561.00
Shares Sold by Dickstein Focus Fund L.P.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
6/13/94 700 28.0000 25.00 19,575.00
6/14/94 500 28.0000 25.00 13,975.00
7/28/94 500 25.9375 25.00 12,943.75
8/1/94 2,500 23.6250 25.00 59,037.50
8/5/94 1,000 20.4770 25.00 20,452.00
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