WLR FOODS INC
DEFC14A, 1994-05-18
POULTRY SLAUGHTERING AND PROCESSING
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                                SCHEDULE 14A
                               (Rule 14a-101)
                  INFORMATION REQUIRED IN PROXY STATEMENT

                          SCHEDULE 14A INFORMATION

              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934

Filed by the registrant /X/

Filed by party other than the registrant / /

Check the appropriate box:

/ /   Preliminary proxy statement

/ /   Definitive proxy statement

/X/   Definitive additional materials

/ /   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                              WLR FOODS, INC.
              (Name of Registrant as Specified in Its Charter)

                              WLR FOODS, INC.
                 (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

      / /   $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(1), or
            14a-6(j)(2).

      /X/   $125 FEE PAID WITH FILING PRELIMINARY MATERIAL

      / /   $500 per each party to the controversy pursuant to Exchange Act
            Rule 14a-6(i)(3).

      / /   Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
            and O-11.

      (1)   Title of each class of securities to which transaction applies:

      (2)   Aggregate number of securities to which transaction applies:

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      (3)   Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11:

      (4)   Proposed maximum aggregate value of transaction:

      / /   Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for which the
offsetting fee was paid previously.  Identify the previous filing by
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FOR IMMEDIATE RELEASE       Contact:  Gail Price, Director of
                                      Corporate Communication
                            Phone:    703-896-0403


WLR FOODS DENIES TYSON LETTER CLAIM OF A LEVERAGED BUY BACK


Broadway, Virginia, May 17, 1994 -- In reference to Don Tyson's letter of
May 17, 1994, WLR Foods Inc.'s (NASDAQ: WLRF) President and Chief
Executive Officer James L. Keeler denied Tyson's claim that the company
announced a leveraged buy back program in its recent shareholder letter. 
Keeler further stated, "This Tyson letter is all part of a scare campaign in the
eleventh hour of a shareholders' meeting -- a meeting we look forward to. 
Our most recent letter to shareholders did not speak to a leveraged buy back
program but instead spoke to options available to the board to increase our
capital base so that our company can continue growing profitably and
successfully for the future.  Included in those alternatives were acquisitions,
share repurchase and other business purposes.  Our recent and continued
performance and the improving economic environment further strengthens
our company's financial position and the options available to our company.

"Just as it always has done, the WLR Foods board of directors remains
committed to the best interests of its shareholders.  The same management
that has done such an excellent job to date in building a successful Fortune
500 company is continuing to plan for enhancing shareholder value.  We
have always run this company in a prudent manner with tremendous
success so far, and we are not about to change our business practices.  We
are dedicated to our shareholders to provide a prosperous future for them,
our employees and poultry producers for years to come."

                       -- more --<PAGE>
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WLR FOODS DENIES TYSON LETTER CLAIM OF A LEVERAGED BUY
BACK
May 17, 1994
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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 $710 million, exports to more than 40 countries and has
processing operations in Virginia, West Virginia and Pennsylvania, close to
its major mid-Atlantic markets.

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