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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 8)
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. 8 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 April 14, 1994, the Bidder delivered a control
share acquisition statement to the Company and requested a
special meeting of the Company's shareholders for the purpose
of considering a proposal to grant full voting rights to the
Shares to be acquired by the Bidder or its "associates" (as
defined in the Virginia Control Share Acquisitions Statute)
pursuant to the Offer. The Company is reviewing the adequacy
of the Bidder's request under Virginia law. Pursuant to the
Company's bylaws, assuming such request complies with Virginia
law, the record date for such special meeting is April 14,
1994, the date on which the Bidder requested such special
meeting. The Company expects to announce the date of the
meeting not later than April 24, 1994.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 25 -- Press Release, dated April 15, 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: April 15, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 25
[WLR Foods, Inc. Letterhead]
FOR IMMEDIATE RELEASE CONTACT: Gail Price, Director of
Corporate Communication
PHONE: (703) 896-0403
WLR FOODS REVIEWS REQUEST
Broadway, Virginia, April 15, 1994 -- WLR Foods Inc. today
announced that on April 14, 1994, it received a formal request
from Tyson Foods Inc. and its newly created subsidiary, WLR
Acquisition Corp., to call a Special Meeting of WLR Foods
Shareholders to consider a proposal whether or not to grant
Tyson voting rights on any WLR Foods shares it may acquire.
Tyson's request was made pursuant to the Virginia Control
Share Acquisition Statute.
Tyson's request is part of its ongoing effort to take control
of WLR Foods and one of many conditions to Tyson's $30 hostile
tender offer to purchase all outstanding shares of WLR
Foods Inc. common stock. WLR Foods board of directors has
unanimously rejected Tyson's offer as inadequate.
The company is reviewing the adequacy of Tyson's request under
Virginia law. If Tyson's request complies with Virginia law,
WLR Foods shareholders of record at the close of business on
April 14, 1994 are entitled to notice of and to vote at the
Special Meeting of Shareholders. WLR Foods will announce the
date of the special meeting shortly.
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 over $700 million, exports to
more than 40 countries and has processing operations in Virginia,
West Virginia and Pennsylvania, close to its major mid-Atlantic
markets.
