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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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[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
KEELER SENDS LETTER TO TYSON
Broadway, Virginia, May 19, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
released the contents of a letter President and Chief Executive Officer
James L. Keeler sent to Don Tyson, chairman of Tyson Foods.
May 19, 1994
Mr. Don Tyson
Chairman, Board of Directors
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Dear Don:
You surprised me with your call yesterday afternoon suggesting that we get
together tomorrow so I could tell you more about WLR Foods. After all these
months you haven't offered anything new to our shareholders and yet you still
want to meet and obtain more information about WLR Foods. Because WLR Foods
is a public company and one of your competitors, I think I gave you all the
information I could provide in good conscience during our discussions earlier
this year.
As we've told you before, if you make a proposal, WLR Foods will give it full
and fair consideration. Even on our call yesterday, I told you I was ready to
listen to anything you had to say. You've had almost four months to make a
proposal other than the one our shareholders have overwhelmingly rejected.
Given the proposal you've made, I don't believe any more meetings between us
would be in the best interests of WLR Foods shareholders.
--over--<PAGE>
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KEELER SENDS LETTER TO TYSON
May 19, 1994
Page 2
I personally am looking forward to the results of Saturday's meeting. I'll
see you then.
Sincerely,
James L. Keeler
President and Chief Executive Officer
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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SPECIAL MEETING OF SHAREHOLDERS
SATURDAY, MAY 21
THANK YOU
SHAREHOLDERS, PRODUCERS
EMPLOYEES AND FRIENDS
for your strong support of WLR Foods in our efforts to prevent Tyson Foods'
hostile takeover attempt. We believe our future together as an independent
company is brighter than Don Tyson's inadequate offer. And so do so very
many of you. In our view, it's time for Don Tyson to go back to Arkansas.
We deeply appreciate the support of all of you during this threat to WLR Foods
independence. We recognize our responsibilities to you and we intend to
continue to justify the confidence that you have expressed in us. And to
our shareholders, we will exert every effort to enhance the value of your
investment in WLR Foods.
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<C> <C> <C> <C>
/s/Charles W. Wampler, Jr. /s/James L. Keeler /s/Herman D. Mason
Charles W. Wampler, Jr. James L. Keeler Herman D. Mason
Chairman, Board of Directors President and Chief Vice Chairman,
Executive Officer Board of Directors
/s/ William D. Wampler /s/George E. Bryan /s/Stephen W. Custer
William D. Wampler George E. Bryan Stephen W. Custer
Director Director Director
/s/Charles L. Campbell /s/William H. Groseclose /s/Calvin G. Germroth /s/J. Craig Hott
Charles L. Campbell William H. Groseclose Calvin G. Germroth J. Craig Hott
Director Director Director Director
</TABLE>
[Logo of Wampler-Longacre] [Logo of WLR Foods] [Logo of Cassco Ice
& Cold Storage]
