UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER 0-17060
WLR FOODS, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1295923
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
P.O. Box 7000
Broadway, Virginia 22815
(Address including Zip Code of Registrant's principal executive offices)
(703) 896-7001
(Registrant's telephone number, including area code)
Indicate by cross mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ()
The number of shares outstanding of Registrant's Common Stock, no
par value, at November 4, 1994 was 12,200,704 shares.
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
EARNINGS
<CAPTION>
(unaudited) Thirteen Weeks Ended
Dollars in thousands, except per share data October 1, 1994 October 2, 1993
<S> <C> <C>
Net sales $210,285 $179,028
Cost of sales 178,176 156,391
-------- --------
Gross profit 32,109 22,637
Selling, general and administrative
expenses 20,286 15,344
-------- --------
Operating income 11,823 7,293
Other expense:
Interest expense 1,330 1,258
Miscellaneous expense (income) (112) (144)
-------- --------
Other expense 1,218 1,114
-------- --------
Earnings before income taxes and
minority interest 10,605 6,179
Income tax expense 4,083 2,379
Minority interest in net earnings of
consolidated subsidiary 14 16
-------- --------
NET EARNINGS $6,508 $3,784
======== ========
NET EARNINGS PER COMMON SHARE $0.57 $0.35
AVERAGE COMMON SHARES OUTSTANDING 11,440,698 10,956,192
DIVIDENDS DECLARED PER COMMON SHARE $0.08 $0.08
</TABLE>
See accompanying Notes to Consolidated
Financial Statements.
1
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands October 1, 1994 July 2, 1994
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $917 $771
Accounts receivable, less allowance for 70,519 52,305
doubtful accounts of $462 and $360.
Inventories (Note 2) 115,988 83,047
Other current assets 1,563 2,270
--------- --------
Total current assets 188,987 138,393
Investments 2,501 954
Property, plant and equipment, net 173,293 139,854
Other assets 4,810 3,850
-------- --------
TOTAL ASSETS $369,591 $283,051
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to banks $20,700 $9,400
Current maturities of long-term debt
(Note 4) 9,640 6,275
Excess checks over bank balances 9,823 8,511
Trade accounts payable 30,605 20,937
Accrued expenses 17,502 16,103
Federal and state income taxes 1,996 -
Deferred income taxes 7,196 6,297
Other current liabilities 976 881
-------- --------
Total current liabilities 98,438 68,404
Long-term debt, excluding current
maturities (Note 4) 67,798 46,368
Deferred income taxes 9,813 9,813
Minority interest in consolidated
subsidiary 489 475
Other liabilities and deferred credits 2,877 1,834
Common stock subject to repurchase (Note 5) 17,750 -
Shareholders' equity :
Common stock, no par value. Authorized
100,000,000 shares; issued and outstanding
12,196,563 and 11,009,328 shares. 72,153 61,416
Additional paid-in capital 3,253 3,253
Retained earnings 97,020 91,488
-------- --------
Total shareholders' equity 172,426 156,157
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $369,591 $283,051
======== ========
</TABLE>
See accompanying Notes to Consolidated
Financial Statements.
2
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(unaudited) Thirteen Weeks Ended
Dollars in thousands October 1, 1994 October 2, 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $6,508 $3,784
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 5,611 5,194
Gain on sale of property, plant and equipment (1) (15)
Deferred income taxes 899 4,895
Other,net 172 37
Change in operating assets and liabilities:(net of acquired assets)
(Increase) decrease in accounts receivable 446 (3,215)
Increase in inventories (4,569) (2,392)
(Increase) decrease in other current assets 733 (2,367)
Increase (decrease) in accounts payable (90) 1,641
Increase (decrease) in accrued expenses and
other 1,505 (2,898)
-------- --------
Net Cash Provided by Operating Activities 11,214 4,664
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (3,715) (2,991)
Cash used in acquisition, (including costs) (43,921) -
Proceeds from sales of property, plant and
equipment 9 30
Investments in other assets (68) 15
Minority interest in net earnings of consolidated
subsidiary 14 16
-------- --------
Net Cash Used in Investing Activities (47,681) (2,930)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (205) (134)
Proceeds from long-term debt 25,000 -
Notes payable to banks (net of principal payments) 11,300 (800)
Increase (decrease) in checks drawn not presented 1,312 (277)
Issuance of common stock 87 128
Dividends paid (881) (876)
-------- --------
Net Cash Provided by (Used in) Financing Activities 36,613 (1,959)
-------- --------
Increase (Decrease) in Cash and Cash Equivalents 146 (225)
Cash and Cash Equivalents at Beginning of Fiscal
Year 771 680
-------- --------
Cash and Cash Equivalents at End of Period $917 $455
======== ========
Supplemental cash flow information:
Cash paid for:
Interest $530 $458
Income taxes 498 31
</TABLE>
The Company considers all highly liquid investments of maturity of
3 months or less at purchase to be cash equivalents.
Non cash transactions:
The Company issued 1,183,333 shares of common stock valued at
$28,400,000, in addition to $921,429 for professional fees incurred to
date in the acquisition of Cuddy Farms, Inc. USA Foods Division on
August 29, 1994. (Note 3 and 5)
See accompanying Notes to Consolidated Financial
Statements.
3
<PAGE>
Notes to Consolidated
WLR Foods, Inc. and Subsidiaries
1. Accounting Policies
The consolidated financial statements presented herein, include
the accounts of WLR Foods, Inc. and its wholly-owned and
majority-owned subsidiaries. All material balances have been
eliminated in consolidation. The consolidated balance sheet as
of October 1, 1994, and the consolidated statements of earnings
and cash flows for the thirteen weeks ended October 1, 1994 and
October 2, 1993 are unaudited. In the opinion of management, all
adjustments necessary for fair presentation of such consolidated
financial statements have been included. Such adjustments
consisted only of normal recurring accruals and the use of
estimates. Interim results are not necessarily indicative of
results for the entire fiscal year.
The consolidated financial statements and notes are presented as
permitted by Form 10-Q and do not contain certain information
included in the Company's annual consolidated financial
statements and notes.
The Company's unaudited interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements included in the Annual Report to Shareholders for the
fiscal year ended July 2, 1994. In both, the accounting policies
and principles used are consistent in all material respects.
Certain fiscal 1994 amounts have been reclassified to conform
with fiscal 1995 presentations.
2. Inventories
A summary of inventories at October 1, 1994 and July 2, 1994
follows:
(unaudited)
Dollars in thousands October 1, 1994 July 2, 1994
Live poultry and breeder flocks $53,169 $39,719
Processed poultry and meat products 37,648 22,969
Packaging supplies, parts and other 17,088 11,824
Feed, grain and eggs 8,083 8,535
-------- -------
Total inventories $115,988 $83,047
======== =======
3. Acquisition of Cuddy Farms, Inc. -USA Foods Division
On August 29, 1994, the Company acquired the turkey processing
and production assets of Cuddy Farms, Inc. for $43 million in
cash and 1,183,333 shares of common stock valued at $28.4
million. The acquisition was accounted for as a purchase, and,
accordingly all acquired accounts and transactions of Cuddy Foods
are included in the Company's consolidated financial statements
subsequent to the acquisition. The transaction was recorded at
fair market values of assets acquired and liabilities assumed as
follows:
4
Dollars in thousands (unaudited)
Accounts receivable $14,758
Inventories 28,372
Other current assets 30
Property, plant and equipment, net 35,343
Other assets 2,611
-------
Total assets acquired 81,114
Cash paid (including costs) (43,921)
Issuance of common stock (28,400)
Due from seller for post closing
audit adjustments 3,900
-------
Total operating liabilities assumed $12,693
=======
The following table shows the pro forma results of the Company,
as if Cuddy Farms, Inc. Food Division had been acquired at the
beginning of the respective fiscal years presented. This
information is presented only for comparative purposes and is not
indicative of the results which may have occurred if the
transaction had been consummated at the beginning of the periods
presented.
(unaudited) Thirteen weeks ended
Dollars in thousands,
except earnings per share Oct. 1, 1994 Oct. 2, 1993
Net sales $248,708 $229,654
Net earnings $5,148 $3,238
Net earnings per common share $0.42 $0.27
4. $25 million long-term debt facility
The Company took down the $25 million variable rate term debt on
August 29, 1994 to fund the acquisition mentioned above. The note
is priced based on LIBOR plus 1.0% with repricing the first of
each month. Beginning November 1, 1994 principle payments of
$308,641 are due along with the interest payment, with the final
payment in 2001.
5. Common stock subject to repurchase
The common stock subject to repurchase arises because Cuddy
Farms, Inc. , WLR Foods, Inc. and Cuddy's lenders entered into an
agreement wherein WLR Foods could be required to purchase the
shares held by Cuddy for $17,750,000 in cash, if Cuddy has a
payment default under its credit facilities. The account on the
balance sheet reflects the potential liability under the
agreement.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
WLR Foods, Inc.(the Company) is a fully-integrated poultry
production, processing and marketing business with operations in
Virginia, West Virginia, Pennsylvania and North Carolina. On
August 29, 1994, the Company acquired substantially all of the
net assets of the Food Division of Cuddy Farms, Inc. for $43.0
million in cash and 1,183,333 shares of common stock valued at
$28.4 million. The purchase agreement provided for the issuance
of an additional 100,000 shares if required by a post closing
audit. On October 27, as a result of the post closing audit, WLR
Foods did not issue additional shares of stock and received $3.9
million in cash from Cuddy Farms, Inc. The acquisition which has
been accounted for as a purchase, is reflected in the
consolidated financial statements of the Company as of the date
of acquisition.
The Company elected to draw on a $25 million term note which
had been put in place in mid June 1994 to fund the acquisition.
The note is a variable-rate facility, based on LIBOR plus 1.0%,
with the term being seven years. Interest is due monthly and
principal payments commence November 1, 1994 with the final
payment due August 1, 2001.
The Company was notified August 5, 1994 that Tyson Foods,
Inc. terminated its tender offer for all of its common shares.
The original offer had been issued on March 9, 1994 and extended
several times. WLR Foods has incurred costs in defending the
offer which management and the shareholders determined to be
inadequate. In the first quarter of fiscal 1995, the Company
incurred $0.6 million in costs with the total defense costs
incurred-to-date approximately $3.7 million. Management expects
the costs to decrease further in the second and third quarter;
however because court proceedings are still pending, costs could
be incurred beyond the third quarter.
6
<PAGE>
The table of Changes in Results of Operations shows dollars and
percentage changes in the components of operating results over
the past thirteen weeks compared to the corresponding period in
fiscal 1994.
Changes In Results of Operations Thirteen Weeks Ended
October 1, 1994 vs October 2, 1993
In millions, except per share $ Increase %
(Decrease) Change
--------- -----------
Net sales $31.2 17.4%
Cost of sales 21.8 13.9
------ ------
Gross profit 9.4 41.8
Selling, general and administrative
expenses 4.9 32.2
------ ------
Operating profit 4.5 62.1
Other expense, net 0.1 9.3
------ ------
Earnings before income taxes and
minority interest 4.4 71.6
Income tax expense and minority
interest 1.7 71.1
------ ------
Net earnings $2.7 72.0%
====== ======
Net earnings per
common share $0.22 62.9%
====== ======
For the periods indicated this table sets forth selected
information from the Company's Consolidated Statements of
Earnings expressed as a percentage of sales.
Thirteen Weeks Ended
Operations as a Percentage of October 1, 1994 vs. October 2, 1993
Net Sales
Net sales 100.0% 100.0%
Cost of sales 84.8 87.4
------ ------
Gross profit 15.2 12.6
Selling, general and administrative
expenses 9.6 8.6
------ ------
Operating profit 5.6 4.0
Other expense, net 0.6 0.6
------ ------
Earnings before income taxes and
minority interest 5.0 3.4
Income tax expense and minority
interest 1.9 1.3
------ ------
Net earnings 3.1% 2.1%
====== ======
7
<PAGE>
Results of Operations
Net sales increased $31.2 million or 17.4%, to $210.3
million for the thirteen weeks ended October 1, 1994, compared to
$179.0 million for the same period in fiscal 1994. The increase
was the result of a 10.8% increase in total pounds sold and an
increase in prices realized. Chicken pounds sold were up 5.8%.
While turkey pounds sold were up 17.4% over the same period last
year, including Cuddy pounds sold since August 29, 1994. Average
quoted commodity prices for whole chicken were down 3.8%;
however, improved dark meat parts prices in the export market, a
stronger customer base and greater operating efficiencies helped
the Company realize an average revenue increase of 5% per pound
for chicken sold. Average quoted commodity prices for turkey
were up 3.4% over the same period last year.
For October, average quoted commodity prices for whole
chickens are down 5.6% compared to October 1993, but the Company
continued to benefit from export prices, a stronger customer base
and greater operating efficiencies. Average quoted commodity
prices for retail whole turkeys are approximately two cents per
pound higher than last October. Both of these comparisons reflect
the seasonality of the commodity markets for chickens and
turkeys. The Company's second quarter is generally strong for
turkey commodity prices and lower for commodity chicken prices.
The second quarter is expected to be seasonally normal for turkey
and chicken demand, although there are significant supplies of
pork and beef in the marketplace.
Cost of sales increased $21.8 million or 13.9% to $178.2
million for the thirteen weeks ended October 1, 1994. The
increase was the result of higher volumes sold, and slightly
higher feed costs for poultry processed compared to the same
period last year. Although feed costs have moderated since mid
summer with the record corn and soy bean harvests, the growing
cycles for chickens and turkeys delay the full realization of a
change in the price of grains by approximately seven and sixteen
weeks, respectively. By the end of the December 1994 quarter, the
Company's cost of sales will reflect lower grain costs throughout
the entire operation.
The Company may use a combination of four methods to
purchase its grain used as a major component in feed. They
include: cash purchasing, forward pricing, and hedging with both
options and futures contracts. At the present time the Company
has forward priced approximately 43% of its soybean meal needs
through March 1995. As of late October the current delivered spot
market is slightly higher than the locked in price. The Company
does not have any corn forward priced as expectations are that
prices may be even lower with the large crop projected.
Disease in birds is another risk when raising poultry, but
the Company uses strict bio-security measures throughout its
operations to minimize the risk. Currently, management is not
aware of any serious poultry disease out-breaks in the areas
where the Company grows poultry, except North Carolina, where the
entire state has experienced early mortality in turkey flocks.
While this condition raises the cost of growing poultry in North
Carolina above normal, it generally does and this year has
8
<PAGE>
subsided in the fall and winter and is not expected to have a
material effect on the entire Company's operation.
On a period-to-period comparison the gross profit increased
$9.5 million to $32.1 million. The gross profit margin improved
from 12.6% a year ago, to 15.2% for the thirteen week period just
ended. The Company's operation continues to improve as added
efficiencies are achieved in the processing plants generating a
lower cost per pound processed. Management continues to take
advantage of cost improvement opportunities and ways to improve
the quality of products produced.
Selling, general and administrative expenses rose $4.9
million over the same period last year. Higher volumes sold plus
the inclusion of the Cuddy operation are the main factors for the
dollar increase. Selling expenses rose $2.0 million, of which
$1.7 million were in the Cuddy operation. Plans are in progress
to reorganize the total Company sales function to better utilize
and integrate selling efforts company-wide to control costs more
effectively in the future. Delivery costs rose $1.8 million due
to higher volumes sold, while general and administrative costs
were up $1.1 million. The Company incurred $0.6 million of
expense related to the defense of the Tyson takeover. Management
expects selling, general and administrative costs will remain at
this level or trend slightly lower as synergies are realized and
the Cuddy operation is assimilated into the organization.
Operating income increased $4.5 million or 62.1%, the result
of a higher gross margin, offset somewhat by higher selling,
general and administrative expenses.
Other expense is up $0.1 million or 9.3% to $1.2 million.
Higher interest expense is the result of additional funds
borrowed used in the acquisition of the North Carolina operation.
Management expects the interest charge to increase in the second
quarter due to the acquisition. As the year progresses, cash
generated from the operation should lower the short term
borrowing and interest expense.
Earnings before taxes and minority interest are up $4.4
million over the same period last year driven by the higher
operating margin mentioned above.
Income tax expense is up $1.7 million to $4.1 million due to
higher profits. The effective tax rate for the tax expense is
38.5% for both periods presented.
Net income rose $2.7 million or 72% to $6.5 million.
Earnings per share were up $0.22 or 63% for the thirteen weeks,
from $0.35 in fiscal 1994 to $0.57 in fiscal 1995.
Financial Condition
The Company closed the first quarter of fiscal 1995 with a
strong balance sheet. Working capital grew to $90.5 million,
while the current ratio was 1.9 to 1. With the acquisition of the
North Carolina operation, total assets increased to $369.6
million. Total debt increased to $115.9 million. Total debt
includes the common stock subject to repurchase which is
classified between debt and equity as a potential liability.
Cuddy's banks have the right to require WLR Foods to repurchase
9
the 1,183,333 shares at $15.00 per share if Cuddy does not meet
its debt payments. Total debt to total capitalization was 40.2%
as of October 1, 1994. The Company's total equity was $172.4
million not including the common stock subject to repurchase.
Book value per share, including the dollars and shares related to
the common stock subject to repurchase, increased to $15.59.
Capital Resources
Management expects the $35 million revolving line of credit,
currently in place will be adequate until its renewal March 31,
1995. As of October 1, 1994 the amount available to borrow was
$14.3 million, and as of October 31, because of decreased
borrowing, the amount available to borrow had increased to $23.6
million. Management plans to expand the line of credit to provide
for added working capital flexibility in the future.
Capital spending for fiscal 1995 is projected at $23 million
with an additional $3.7 million of lease financing. The leases
will be operating leases. Projected depreciation and amortization
remains at $24.5 million which includes $3.5 million at the North
Carolina division.
Capital spending for the quarter was $3.7 million while
depreciation and amortization were $5.8 million. Of the $3.7
million spent, $0.6 million was disbursed for the completion of
the Cassco refrigerated warehouse project. Also, there was $0.2
million spent in the North Carolina operation. The remaining $2.9
million was spent on normal replacements and enhancements.
The Board of Directors declared an $0.8 per share dividend
payable on October 28, 1994 to shareholders of record as of
October 14, 1994. This dividend was the regular quarterly
dividend and management expects to be able to generate cash from
the operation to more than meet its debt obligations and payment
of dividends.
{THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK}
10
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was
held on October 29, 1994 at 10:00 a.m. in Bridgewater,
Virginia. The voting results were as follows:
______________________________________________________________________________
Votes
----- Broker
Proposal For Against Withheld Abstention Non-Votes
______________________________________________________________________________
#1 Election of
Class A Directors
(to serve until 1997
Annual Meeting
of Shareholders)
Peter A.W. Green 9,730,102 833,707
J. Craig Hott 9,745,658 833,707
Charles W. Wampler 9,739,569 833,707
Herman D. Mason 9,740,997 833,707
#2 Ratification of
Appointment of
Independent
Auditor 9,506,370 761,563 358,456
#3 Approval of
Amended and Restated
Employee Stock
Purchase Plan 9,241,329 1,069,228 294,139
#4 Approval of
Poultry Producer
Stock Purchase
Plan 9,236,339 1,273,434 291,554
#5 Amendment of
Bylaws to Narrow the
Range of Directors
to 10 to 12 7,206,873 1,620,846 23,186
#6 Amendment of
the Articles of
Incorporation
to Increase the
Shareholder Vote
Required for Bylaw
Amendments
to two-thirds 6,712,313 2,043,061 28,615
11
<PAGE>
______________________________________________________________________________
Votes
----- Broker
Proposal For Against Withheld Abstention Non-Votes
______________________________________________________________________________
#7 Amendment of
Articles of Incorporation
to Authorize 100,000,000
Shares of Class B
Common Stock 6,810,909 1,973,388 93,879
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
99 Press Release dated November 3, 1994,
issued by the Registrant announcing results of annual
shareholders' meeting.
(b) Form 8-K
Reporting Date August 19, 1994. Item Reported -
Item 2, Acquisition of Assets. WLR Foods, Inc. reported on the
acquisition of the Food Division of Cuddy Farms, Inc.
Reporting Date August 11, 1994. Item Reported -
Item 5, Other Events. WLR Foods, Inc. reported the issuance of a
press release regarding the upholding by the U.S. District Court
of Virginia's anti-takeover statutes, and reported that Tyson
Foods, Inc. had withdrawn its nomination of eight persons for
election to the Registrant's Board of Directors.
Reporting Date August 9, 1994. Item Reported -
Item 5, Other Events. WLR Foods, Inc. reported the issuance by
the Registrant's Chief Financial Officer of a memorandum to
analysts and brokers providing certain information concerning the
proposed Cuddy acquisition.
Reporting Date July 29, 1994. Item Reported -
Item 5, Other Events. WLR Foods, Inc. reported the agreement by
the Registrant to purchase the Food Division of Cuddy Farms, Inc.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, this report is signed this 15th day of November, 1994 by
the Registrant's principal financial officer who is also
authorized by the Registrant to sign on its behalf.
WLR FOODS, INC.
____/S/_Delbert L. Seitz_____________
Delbert L. Seitz, Chief Financial
Officer and duly authorized signator
for Registrant
27802
13
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
99 Press Release dated November 3, 1994 announcing
results of annual shareholders' meeting
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> JUL-01-1995
<PERIOD-START> JUL-03-1994
<PERIOD-END> OCT-01-1994
<EXCHANGE-RATE> 1.0
<CASH> 917
<SECURITIES> 0
<RECEIVABLES> 70,519
<ALLOWANCES> 462
<INVENTORY> 115,988
<CURRENT-ASSETS> 188,987
<PP&E> 307,581
<DEPRECIATION> 134,288
<TOTAL-ASSETS> 369,591
<CURRENT-LIABILITIES> 98,438
<BONDS> 77,438
<COMMON> 89,903
0
0
<OTHER-SE> 100,273
<TOTAL-LIABILITY-AND-EQUITY> 369,591
<SALES> 210,285
<TOTAL-REVENUES> 210,285
<CGS> 178,176
<TOTAL-COSTS> 178,176
<OTHER-EXPENSES> 20,286
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,330
<INCOME-PRETAX> 10,605
<INCOME-TAX> 4,083
<INCOME-CONTINUING> 6,508
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,508
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</TABLE>
EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS ANNOUNCES VOTING RESULTS OF ANNUAL MEETING:
ALL PROPOSALS APPROVED
Broadway, Virginia, November 3, 1994 WLR Foods Inc. (NASDAQ: WLRF)
has announced the results of its Annual Meeting of Shareholders, held
on October 29, 1994 in Bridgewater, Virginia. In addition to
ratifying WLR Foods independent auditors and reelecting four members
of the board of directors, shareholders were asked to approve three
modifications to WLR Foods organizational documents and stock purchase
plans for the company's employees and poultry producers. Voting on
the seven proposals recommended by the board of directors was
continued until 2:00 pm Wednesday to provide shareholders with
sufficient time to review supplementary information mailed to the
shareholders dated October 20.
The Election Inspectors reported that all seven proposals were
approved by the shareholders, receiving sufficient shareholder support
assuming all 12,196,563 shares of record on the record date were
entitled to vote. The company and Tyson Foods Inc. have disagreed as
to Tyson's eligibility to vote shares it controls. Tyson has taken
the position that it is entitled to vote its shares notwithstanding
the May 21, 1994 vote of the shareholders of WLR Foods denying voting
rights to those shares. WLR Foods maintains that those shares are not
eligible to vote pursuant to Virginia's Control Share Acquisitions
Statute.
Shareholders overwhelmingly reelected Charles W. Wampler, Jr., Herman
D. Mason, J. Craig Hott, and Peter A. W. Green to the board of
directors. Shareholders ratified the
more
WLR FOODS ANNOUNCES VOTING RESULTS OF ANNUAL MEETING:
ALL PROPOSALS APPROVED
November 3, 1994
Page 2
appointment of KPMG Peat Marwick as Independent Auditors and approved
the Employee Stock Purchase Plan and the Poultry Producer Stock
Purchase Plan.
The specific results of the voting, as reported by the Election
Inspectors, for proposals requiring a majority of all votes entitled
to be cast (a majority being 6,098,282) are as follows: for the
amendment to the Bylaws to narrow the size of the board of directors,
7,206,873 for, 1,620,846 against, 23,186 abstentions; for the
amendment to the Articles of Incorporation to require two-thirds vote
for bylaw amendments, 6,712,313 for, 2,043,061 against, 28,615
abstentions; and for the authorization of Class B Common Stock,
6,810,909 for, 1,973,388 against, 93,879 abstentions.
James L. Keeler, president and chief executive officer of WLR Foods
Inc., commenting on the results, stated: "We enjoyed again a turnout
of nearly 500 shareholders at Saturday's Annual Meeting. We
appreciate the shareholders' support of the board of directors'
recommendations on these proposals as we look forward to a promising
fiscal 1995."
WLR Foods is a fully integrated provider of high quality turkey and
chicken products primarily under the Wampler-Longacre and Cuddy
Family Farms labels and retail ice under the Cassco label. This
Fortune 500 company, with current annual revenues of $758 million, has
processing operations in Virginia, North Carolina, West Virginia, and
Pennsylvania, close to its major mid-Atlantic markets.
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