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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 18)
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
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This Amendment No. 18 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 8. Additional Information to be Furnished.
Item 8(c) is hereby amended and supplemented by adding thereto
the following:
On Monday, May 23, 1994, The Corporation Trust Company, acting
as inspectors of election of the special meeting, provided preliminary
results of the special meeting to the Company and the Bidder in a
conference call. The preliminary results indicate only 3,152,834 shares
voted in favor of the Tyson Proposal. This represents less than 29% of
the Company's outstanding common stock, less than 31% of the common stock
the Company believes was eligible to vote, and only approximately 36% of
the common stock the Bidder has asserted is eligible to vote. A final
result is subject to a review by the Company and the Bidder of proxies and
may be subject to judicial review in connection with pending litigation.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 44 -- Press Release, dated May 23, 1994.
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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: May 23, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 44
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS ANNOUNCES PRELIMINARY VOTING RESULTS,
CLAIMS VICTORY IN PROXY CONTEST
Broadway, Virginia, May 23, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
announced that preliminary voting results, issued by the independent
inspectors of election, supported its claim of victory over Tyson Foods Inc.
(NASDAQ: TYSNA) in the proxy contest to decide whether Tyson and its
associates should be granted voting rights for shares of WLR Foods they may
acquire, or have acquired, in their unfriendly takeover attempt. Preliminary
tabulation results released today show that only 3,152,834 shares voted in
favor of the Tyson proposal. This represents less than 29% of WLR Foods
outstanding common stock, less than 31% of the common stock WLR Foods
believes was eligible to vote, and only approximately 36% of the common stock
Tyson has asserted is eligible to vote. Shareholder voting took place at a
Special Meeting of WLR Foods which was held Saturday.
James L. Keeler, President and Chief Executive Officer of WLR Foods, said,
"The preliminary tabulation of all proxies demonstrates broad support of WLR
Foods shareholders against the Tyson proposal which was soundly defeated.
WLR Foods shareholders have conclusively spoken and we now reiterate our
call to Don Tyson to listen to WLR Foods shareholders and live up to his
publicly announced promise to go away if he loses the vote. We look forward
to the immediate termination of his inadequate tender offer.
"The final count by the Corporation Trust Company, the independent inspector
of election, will probably not be completed for a few days," Mr. Keeler said.
"At that time, we will announce the final results," Mr. Keeler concluded.
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.
