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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 transactions applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(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
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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D.F. King & Co., Inc.
April, 1994
WLR FOODS, INC.
SPECIAL MEETING OF SHAREHOLDERS - MAY 21, 1994
INSTRUCTIONS TO CALLERS
WLR Foods has scheduled a Special Meeting of Shareholders to be held
on Saturday, May 21, 1994 at 1:00 pm at Turner Ashby High School, 800 North
Main Street, Bridgewater, Virginia. The Special Meeting follows the
Virginia Poultry Festival Parade to be held in Harrisonburg that morning.
The purpose of the Meeting, which has been requested by Tyson Foods,
Inc., is to consider a proposal whether or not Tyson should be granted
voting rights on any WLR Foods shares it has acquired, or may acquire, it
its efforts to take over control of WLR Foods (See Proposal No. 1 in the
proxy statement).
The Special Meeting involves a proxy contest. Both WLR Foods and
Tyson will be contacting WLR Foods shareholders in an effort to solicit
shareholder votes through the execution of proxies. It is important to
remember that in a proxy contest only the latest dated proxy will count. A
properly executed later dated proxy will cancel any proxies previously
received from the same shareholder with an earlier date. This is important
since there will be multiple mailings by both WLR Foods and Tyson
throughout the course of the contest and each mailing will contain a new
proxy card. Shareholders will sometimes change their minds, mistakenly
execute a card, or send an opposition card as a vote of protest. The
occurrence of any of these events will invalidate a previously received
card.
WLR FOODS WILL BE USING A WHITE PROXY THROUGHOUT THE CONTEST.
TYSON IS USING A (COLOR) PROXY.
Because of the number of mailings from both sides, experience has
taught us that it is very helpful to always refer to the color of the card
(WHITE, in WLR Foods' case) in conversations with shareholders. For
example, "To support WLR Foods, sign the WHITE card and discard the (color)
Tyson card."
WLR Foods shareholders should be encouraged to execute their proxies
at the earliest possible time. This will help us to assess our level of
support. Remember, in
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WLR Foods, Inc.
Instructions to Callers
page two
a proxy contest we will never know what proxies Tyson has received until
after the meeting when the votes are counted because Tyson supporters
return their cards directly to Tyson in almost all cases. Even if a
shareholder plans to attend the meeting - you should still urge
them to return their WHITE proxy. Plans change and people are sometimes
subject to intervening events. If a shareholder does attend the meeting,
return of the WHITE proxy will not prevent them voting in person.
To the extent possible we will want to encourage the return of each
WHITE proxy we mail. While this may seem like overkill, we have found that
shareholders returning multiple proxies will be less likely to subsequently
change their mind. If you are absolutely convinced of support, one card
will suffice.
Tyson's offer to purchase all of the outstanding stock of WLR Foods
at $30 per share continues. Tyson has extended its offer and withdrawal
rights until June 3, 1994. The offer is still conditioned upon a number of
factors set forth in the offer to purchase dated March 9, 1994, including
Tyson's obtaining voting rights for any WLR Foods Shares it has acquired or
may acquire.
I. INTRODUCTION
A. You will be asked to contact shareholders of WLR Foods, Inc. by
telephone or in person in connection with the proxy contest and
motivate such holders to participate in voting for WLR Foods,
that is, AGAINST the Tyson Proposal. Proxies must be received
by May 21, 1994, the date of the Special Meeting.
B. (i) WLR Foods commenced mailing its proxy materials on
Thursday, April 21, 1994.
(ii) We expect that Tyson will distribute its materials
shortly.
(iii) There is but one item on the agenda for shareholders to
consider- whether or not Tyson should be granted voting
rights for WLR Foods shares it has acquired or may
acquire.
THE BOARD OF DIRECTORS OF WLR FOODS URGES SHAREHOLDERS TO VOTE
AGAINST THE TYSON PROPOSAL (PROPOSAL NO. 1).
C. We will commence calls to shareholders immediately. Registered
shareholders will first be contacted followed by NOBO (street
name) shareholders.
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WLR Foods, Inc.
Instructions to Callers
page three
II. OUTLINE AND OBJECTIVE OF THE CAMPAIGN.
A. The primary objective is to, communicate to WLR shareholders
the position taken by WLR Foods Board of Directors in
connection with the Tyson proposal and to urge shareholders to
vote AGAINST the Tyson proposal on the WLR Foods WHITE card.
B. To achieve our objectives we will be targeting a large number
of WLR Foods shareholders, similar to the telephone campaign in
connection with the tender offer. WLR Foods' management and
directors will contact a number of large shareholders, both
registered and NOBO (street name) holders, as well as
institutional holders. Through your efforts, we intend to
contact shareholders owning well in excess of 75% of the
Company's outstanding common stock.
III. CALLING ASSIGNMENTS
A. WLR participants will be contacting registered and NOBO
shareholders. In many cases you will know the shareholders
assigned to you for contact and in most cases they will be the
same shareholders you previously contacted.
B. Most of your calls will be simple and non-adversarial in
nature. As a rule, shareholders will be glad to hear from you.
You must be prepared, however, to answer questions pertaining
to Tyson's proposal to be considered at the Special Meeting,
Tyson's ongoing tender offer, WLR Foods' rejection of that
offer, as well questions relating to the general business and
operations of WLR Foods.
IV. PREPARATION AND READING MATERIALS
A. WLR Foods' proxy statement and letter to shareholders dated
April 21, 1994. Included with our mailing was Tyson's Control
Share Acquisition Statement.
B. Tyson's proxy statement and letter to shareholders;
C. You should also have available the following previously
distributed materials: (i) Tyson's Offer to Purchase and
related materials dated March 9, 1994 and Tyson's
subsequent letters to WLR Foods Shareholders; and (ii) WLR
Foods' Schedule 14D-9 (and amendments)
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WLR Foods, Inc.
Instructions to Callers
page four
and all WLR Foods' letters to shareholders. These documents
set forth the Company's response to the offer and provide the
Company's reasons why Tyson's offer was rejected.
V. RULES TO BE FOLLOWED
A. All communications are subject to the rules and regulations of
the Securities and Exchange Commission. The Company's
materials have been reviewed by legal counsel prior to mailing.
Stick to these materials when answering questions pertaining
to the Meeting.
B. No false or misleading statements.
C. No arguments or predictions on future events such as the market
price of the stock, revenues, profits, the outcome of the
Special Meeting (do not predict victory), the offer, or the
outcome of litigation between the parties.
D. Do not write letters to shareholders.
E. DO NOT GUESS. If you don't know the answer to a shareholder's
question, tell the shareholder you will call them back. Then
obtain the proper answer and return the call.
VI. TELEPHONE CALLING PROCEDURE
A. Introduction - give name and title. You may also mention that
you are a fellow WLR Foods shareholder, if that is true.
B. Verify that WLR Foods proxy materials have been received.
Remember that shareholders will also receive a copy of Tyson's
proxy materials.
C. Ask if the WLR Foods materials have been reviewed.
D. Ask if the shareholder has any questions.
E. Ask if the shareholder intends to follow the recommendation of
the Board of Directors of WLR Foods and vote against the Tyson
proposal. In such a case, shareholders should sign, date, mark
and mail the WLR Foods WHITE proxy card. WLR FOODS SHAREHOLDERS
WHO SUPPORT THE COMPANY'S POSITION SHOULD BE REMINDED NOT TO
SIGN THE TYSON CARD, NOT EVEN AS A VOTE OF PROTEST.
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WLR Foods, Inc.
Instructions to Callers
page five
F. Always thank the shareholder for his/her time and support. Let
the shareholder know you will be calling back in connection
with any further developments.
G. Answering machines - if you reach an answering machine, leave a
brief message asking the shareholder to return your call (ask
them to call you collect).
VII. REPORTING FORMS
A. We will be using reporting forms to capture shareholder
responses. Each reporting form sets forth the shareholder's
name as it appears on the registered or NOBO (street name)
shareholder list, his/her address, share amount, and telephone
number.
B. Each time you attempt or complete a call note the date and time
of the call. Further, note any feedback which you believe is
important. Callers did an excellent job of providing feedback
from the last round of calls which proved helpful in assessing
shareholder support. There is also a place on the form to
indicate calling results. If the shareholder has sold his/her
shares please so note in the comment section. Ask if all
shares were sold. If a shareholder has received a proxy card
they will be a record date owner with the power to vote,
notwithstanding the sale of the underlying shares. These
holders should be encouraged to execute a WHITE WLR Foods
proxy.
C. You should make copies of your completed forms and forward them
to each week to Gayle Payne. Retain your original forms.
D. In the future, you will be informed if your assigned
shareholder returns his/her proxy (registered shareholders
only).
VIII. COMMENCEMENT OF CALLS/BEST TIME TO CALL
A. Commence calls immediately.
B. Generally, calls are best made in the evening - between 6:00
and 9:00 p.m., but use your judgment.
C. In the event of a business registration, calls should be during
normal business hours.
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WLR Foods, Inc.
Instructions to Callers
page six
D. Saturdays are an ideal time (use your judgment). No calls on
Sundays or Holidays unless you know the shareholder.
IX. TELEPHONE TIPS
A. Call should be simple and brief.
B. Calls should always be friendly and low pressure.
C. Read and be familiar with all materials.
D. Be a good listener.
E. Be specific in terms of the recommendation of the Board of
Directors and the action shareholders should take. Remember to
support the position of the WLR Foods Board of Directors,
shareholders should sign, date, mark and mail the WHITE proxy
card.
X. OTHER
A. Multiple Accounts Shareholders should return a proxy card for
each and every separate account maintained whether a registered
shareholder, street name shareholder, or both.
B. Proper Execution of the Card The proxy card should be signed
exactly as the shareholder name appears thereon. When stock is
registered in two or more names (joint tenants or tenants-in-
common, for example), all registered owners should sign. When
signing as an attorney-in-fact, executor, administrator,
trustee, guardian, partner or officer of a corporation,
shareholders should sign and give title as such. If a
corporation, shareholders should sign in corporate name by
president or other authorized officer (i.e. WLR Foods, Inc. by
James L. Keeler, President). If a partnership, please sign in
partnership name by an authorized person. (i.e. WLR Foods,
L.P. by James L. Keeler, General Partner).
C. Proper Dating of the Card Each card should be dated as well as
signed. Only the latest dated card will count.
D. Street Name Holders When stock is held in street name, through
a bank, broker or nominee, generally the bank, broker or nominee
votes on behalf of the shareholder, but only after receiving
the shareholder's specific
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WLR Foods, Inc.
Instructions to Callers
page seven
instructions. Shareholders must return to their broker each
card they receive for their shares to be voted. If a
shareholder has multiple street name accounts, they must return
a card for each account.
Shareholders may also call their broker with voting
instructions but it is preferable that they also return the
proxy card.
We will never be privy to actual voting results for street name
holders. Brokers collect voting instructions from all their
clients and issue one card just prior to the meeting with
cumulative voting responses from all their clients. As such,
it is entirely possible for shareholders to make a mistake,
or to tell you one thing then do another. We simply will not know.
We do have the names of many street name holders from our first
calling campaign (NOBO holders who have not objected to
disclosure of their identities). These are the street name
holders you will be calling. Again, their proxies must be
returned to their respective brokers. Note that some of these
individuals may have sold their shares since this list is
somewhat dated. If a NOBO holder has sold all their shares and
did not receive a proxy, please note this information on your
forms. No further contacts will then be necessary.
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[WLR FOODS, INC. LETTERHEAD]
(Date)
Dear [Name of Shareholder]:
By now you should have received your WLR Foods proxy materials and
white proxy for the Company's special meeting of shareholders scheduled to
be held on Saturday, May 21, 1994. As you probably know, at the meeting
shareholders will vote on a proposal whether or not to grant Tyson Foods
voting rights for any shares of stock of WLR Foods it has acquired, or may
acquire, in connection with its ongoing hostile effort to take over control
of your Company.
The Board of Directors unanimously recommends that you vote AGAINST
the Tyson proposal and ask that you return only your WHITE proxy card to
WLR Foods.
I would sincerely appreciate the opportunity to personally discuss
with you the special meeting. Accordingly, I would appreciate it if you
would take a moment to please call me collect at ( ) - any weekday
from 9:00 a.m. to 4:00 p.m.
On behalf of your Board of Directors, thank you for your continued
support of WLR Foods. We appreciate your cooperation and I look forward to
hearing from you.
Sincerely yours,
_______________________
[WLR Foods Director]
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WLR FOODS, INC. LETTERHEAD
DEAR FELLOW SHAREHOLDER:
On behalf of the Board of Directors of WLR Foods, thank you for
sending in your WHITE proxy for the Special Meeting of Shareholders
scheduled to be held on May 21, 1994.
To avoid the possibility of your shares being challenged or
disqualified from voting for reason(s) indicated below, we ask that you
sign, date, mark and mail the enclosed new WHITE proxy in the envelope
provided for your convenience.
[ ] YOUR PREVIOUS PROXY WAS UNSIGNED OR NOT LEGIBLE. (If signing as
attorney, executor, administrator, corporate officer, authorized
officer of a partnership, trustee or guardian, please sign and give
your full title as such.)
[ ] YOUR PREVIOUS PROXY WAS UNDATED. (Please date and sign to conform
with the name shown on the proxy.)
[ ] YOUR PREVIOUS PROXY WAS NOT SIGNED BY ALL OWNERS. (If shares are
registered in the name of more than one person, each person should
sign the proxy. If a joint tenant is deceased, please indicate that
you are the surviving joint owner. If a tenant-in-common is
deceased, the proxy should be signed by the executor or administrator
of the deceased tenant-in-common, and proof of such person's status
as executor or administrator should be sent with the proxy.)
[ ] YOUR PREVIOUS PROXY OMITTED YOUR TITLE OF AUTHORITY. (If signing as
attorney, executor, administrator, corporate officer, authorized
officer of a partnership, trustee or guardian, please sign and give
your full title as such.)
[ ] YOUR PREVIOUS PROXY, AS MARKED, DID NOT CLEARLY SPECIFY YOUR VOTING
INSTRUCTIONS. (Please sign, date and clearly mark your proxy.)
[ ] OTHER______________________________________________________________
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SINCE THE SPECIAL MEETING IS SCHEDULED TO BE HELD ON SATURDAY, MAY
21, 1994, WE WOULD SINCERELY APPRECIATE YOUR SIGNING, DATING, MARKING AND
PROMPTLY MAILING THE ENCLOSED WHITE PROXY CARD.
On behalf of your Board of Directors, thank you for your cooperation
and continued support.
Sincerely,
/sig cut/
James L. Keeler
President and Chief
Executive Officer
