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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 17)
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. 17 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 Saturday, May 21, 1994, pursuant to a control share
acquisition statement delivered by the Bidder to the Company on April 14,
1994, a special meeting of shareholders was held to consider the Tyson
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
Acquisition Statute) pursuant to the Offer and any other Shares that may be
deemed to be a part of the control share acquisition. Pursuant to the
Company's by-laws, the record date for the special meeting was April 14,
1994. Shareholders of record as of the record date, except holders of
"interested shares", were entitled to vote at the special meeting.
At the special meeting, James L. Keeler, President and Chief Executive
Officer of the Company, stated that the Company delivered almost six
million votes against the Tyson Proposal. Preliminary results of the
special meeting tabulated by the inspectors of election are expected to be
announced shortly thereafter. Following the special meeting, the Company
issued two press releases. The first press release claimed that Bidder's
proposal had been soundly defeated and summarized Mr. Keeler's remarks
regarding the Company's preliminary tabulation of votes received by the
Company and is filed as Exhibit 42 hereto. The second press release
attached the speech of Mr. Keeler and comments made at the special meeting
by Charles W. Wampler, Jr., Chairman of the Board, and is filed as Exhibit 43
hereto.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 42 -- Press Release, dated May 21, 1994.
Exhibit 43 -- Press Release, dated May 21, 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 42
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS CLAIMS VICTORY IN PROXY CONTEST
Broadway, Virginia, May 21, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
claimed victory over Tyson Foods Inc. (NASDAQ: TYSNA) in the proxy contest
to decide whether Tyson and its affiliates should be granted voting rights
for shares of WLR Foods they may acquire, or have acquired, in their
unfriendly takeover attempt. Shareholder voting took place at a Special
Meeting of WLR Foods Inc. which was held today.
James L. Keeler, President and Chief Executive Officer of WLR Foods said,
"Our preliminary tabulation of management's proxies indicates broad support
of WLR Foods shareholders against the Tyson proposal which appears soundly
defeated. We now call upon Don Tyson to live up to his promise to go away
if he loses the vote and look forward to the immediate termination of his
inadequate tender offer.
"The vote count by the Corporation Trust Company, the independent inspector
of election, will probably not be completed for a few days. We will
release the preliminary results as soon as they are available.
"The proxy contest has taken an enormous amount of energy and resources and
we look forward to refocusing all our energies toward continuing to build
long-term shareholder value. On behalf of the entire WLR Foods family,
thanks to everyone involved -- our shareholders, producers, employees and
friends -- for their strong support."
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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Exhibit 43
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS HOLDS SPECIAL SHAREHOLDERS' MEETING
Broadway, Virginia, May 21, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
released the statements from Chairman of the Board of Directors Charles W.
Wampler, Jr. and President and Chief Executive Officer James L. Keeler made
today at a Special Meeting of WLR Foods Shareholders. The meeting was held
to decide whether Tyson Foods Inc. (NASDAQ: TYSNA) and its affiliates should
be granted voting rights for shares of WLR Foods they may acquire, or have
acquired, in their unfriendly takeover attempt. The statement is attached.
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.
###
-- more --
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Speech of James L. Keeler, President and Chief Executive Officer
Special Shareholders Meeting of WLR Foods, Inc.
May 21, 1994
Good afternoon, ladies and gentlemen.
Having the opportunity to lead WLR Foods during the most challenging
moment of its history has been the most remarkable experience of my career.
The leadership of the people who have build this Company -- our
shareholders, producers, employees and our Board -- will make Wall Street
history today.
Let me say right now that we look forward to the inspectors' report
on today's vote since we are turning in to them today almost six million
votes against the Tyson proposal. And, Don, let me say to you directly that
we expect you to keep your promise to go away if you don't get 51% of the
vote today.
I always try to find a silver lining in everything, even difficult
experiences like responding to a hostile takeover attempt. For me personally,
the silver lining has been the support this company has experienced in the
last five months. I do not take credit for the reputation that is the
strength of WLR Foods. The Wamplers, the Masons, the Frackeltons, the
Brosses and our many grower families get the credit for that. But it has
been my privilege to experience the amazing outpouring of support for this
company because of its reputation -- support from so many of you, from
producers, employees, community leaders and citizens, charities, customers
and suppliers. Even our competitors have encouraged us in our response to
Tyson's hostile takeover attempt.
It shows you what you know but don't say enough:
. that the standard and habit of treating people honestly and
fairly matters a whole lot.
. that supporting hospitals and schools and people down on their
luck, even when no one is looking, matters.
. that the honor and character of managers and directors matter.
These things matter and, when the chips are down, make you stronger.
The shareholders sitting here today know this too. You know the true
value of a company is something more than the last stock quote. You know
that the important things are not just valued
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for what they get you today, but for their benefits over time. Professional
traders, called arbitrageurs, buy and sell companies for an eighth of a
dollar, with no mind to communities, farmers, jobs, stability, history.
Since Tyson showed up, they've been trying to add WLR Foods to their list
of casualties, but you haven't let them. I can't tell you the number of
nervous and threatening calls we've gotten from these short-term investors
in the last few days, worried that you shareholders might reject Tyson's
inadequate offer.
And so to you, I say thank you. Thank you very much. Now let me tell
you what WLR Foods is doing for you. Let's look at the future of WLR Foods.
That's the story worth telling, worth hearing and worth sticking around
for.
First, our stock price. When rumors began to circulate that Tyson was
going to lose the vote today, some of the New York arbitrageurs started
selling blocks of stock to cut their losses. You know that predicting the
stock market can be as difficult as predicting the poultry cycle. The stock
could drop further after Tyson and the arbitrageurs drop us. But we believe
the stock of this company will recover and again reach $30 and higher.
This company made a strategic decision several years ago to grow --
internally and with friendly acquisitions -- during a down poultry cycle.
Our instincts told us to get ready to take advantage of an upturn in
poultry commodity prices. And that's exactly what's happening. Our
$150 million capital investment program -- a program that has made WLR
Foods a Fortune 500 company and 115% bigger than in 1988 -- was completed
just in time for the current upswing in the poultry cycle. Our third
quarter financial results demonstrate it and we are excited about this
quarter and our future.
Tyson wants WLR Foods now that we've done the work, just as the
payoffs are starting, yet before the rewards have shown up in our stock
price. In other words, he wants what is yours without having to pay you for
it. This future belongs to you. Most of you here today, along with each
member of our Board, agree that now is not the time to trade that future in
for Tyson's inadequate offer.
Another thing that is working so well for us right now is the recent
consolidation of our chicken and turkey companies. We're just beginning to
see the bottom line benefits of getting chicken and turkey people to work
together to produce, process and sell poultry. In a business where a penny
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a pound can translate into millions of dollars in earnings, efficient
operations is more than a nice-sounding phrase. It's real money.
And we are not finished. In addition to efficiently producing the
best product mix in response to the always changing customer demand and
market prices, we've got a pretty good knack for smart acquisitions.
Without a doubt, we've got some of the best managers in the business. They
know how to earn money, save money and make acquisitions work.
We believe that WLR Foods is the industry's growth company of the
future. Our growth, internally and through strategic acquisitions, have
been a part of corporate strategy since we went public.
And we intend to keep growing as an independent company,
headquartered right here in Rockingham County.
Finally, there's another silver lining that is also part of our
future. Successfully fighting this hostile takeover has been a tremendous
opportunity to tell the WLR Foods story -- especially here in Virginia
where we are the topic of conversation. We anticipate significant interest
in our company from new shareholders all across this Commonwealth. We
believe the short-term investors will be replaced by loyal long-term
investors who have a better appreciation for what this company stands
for and its growth prospects.
Your Board has recommended that you vote against Tyson's proposal
today because if Tyson gets voting rights on its shares, it will use that
power to try and force this company into a deal on Tyson's terms. As a
legal matter, today's vote is a battle, not the war, in Tyson's hostile
takeover attempt, but Tyson has repeatedly said that if he loses today, he
will go back to Arkansas.
Don, we don't know for sure how many blue cards you have, but we do
know this. Of the total shares eligible to vote at this meeting, our office
and our proxy solicitors have received white cards representing almost six
million shares which voted against your proposal.
You have sued each member of our Board, personally, and have
subpoenaed each director, as well as several key managers, of our company to
appear in court next week in your attempt to declare the shares voted by
George Bryan, William Wampler, Charles Wampler and Herman Mason as well as
others. Based on the white cards we have received, and eliminating all the
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controlled by those four individuals, we still have more than enough white
cards to reject your proposal.
How many of you shareholders out there want Tyson Foods to do what
Don promised and go back to Arkansas?
Don, a good man knows when he's been turned down. And a good man
keeps his word. We hope when you find out that you've been turned down,
you'll stick to your word to go home. We wish Tyson Foods business success
- -- we welcome the competition -- but WLR Foods wants its own success for
its shareholders.
In closing, I would like to again express the deep appreciation of
every director for the tremendous support shown by shareholders, producers,
employees and our local community throughout this hostile takeover. This
support has meant everything to us and we are highly aware of the trust
you've placed in us to continue to grow the value of your investment in WLR
Foods. We are optimistic about our ability to do that and will devote our
very best efforts on your behalf.
Thank you.
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Comments of Charles W. Wampler, Jr., Chairman of the Board of Directors
Special Shareholders' Meeting of WLR Foods, Inc.
May 21, 1994
I take great pleasure in announcing to you the company's opinion that the
Tyson proposal has been soundly rejected, based on the white cards received
by WLR Foods and our proxy solicitors' projection of the number of blue
cards received by Tyson.
The inspectors of election will proceed as promptly as practicable to tally
the votes and when WLR Foods receives its report, the results will be
publicly announced.
