<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 21)
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. 21 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 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 49 -- Press Release, dated June 29, 1994.
Exhibit 50 -- Form of Letter to Shareholders of the Company, dated
June 29, 1994.
Exhibit 51 -- Form of letter to Producers of the Company, dated
June 29, 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: June 29, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
<PAGE>1
EXHIBIT 49
FOR IMMEDIATE RELEASE Contact: Gail Price,
Director of
Corporate
Communication
Phone: 703-896-0403
WLR FOODS BOARD WRITES SHAREHOLDERS
Broadway, Virginia, June 29, 1994 -- WLR Foods Inc.'s board of
directors yesterday sent a letter to its shareholders advising
them that "Having lost the Special Meeting vote, Tyson's latest
effort is to attack Virginia laws pertaining to Tyson's takeover
attempt ... We believe Tyson will lose this fight as well. It's
pretty clear to us that Tyson is just stalling." The complete
text of the letter follows:
June 29, 1994
Dear Fellow Shareholder:
Thanks to your overwhelming support, Tyson decisively lost the
vote at the May 21 Special Meeting on whether Tyson and its
associates should be granted voting rights for shares of WLR
Foods stock they may acquire, or have acquired, in their hostile
takeover attempt.
On June 21, a federal court issued a favorable ruling which
served to confirm WLR Foods victory over Tyson. The Court
rejected Tyson's arguments, ruling that the 1,272,919 shares of
directors George Bryan, Herman Mason, Charles Wampler and Bill
Wampler were eligible to vote at the Special Meeting. Tyson's
loss was so overwhelming that even if Tyson had been persuasive
in Court, it still lost the Special Meeting vote by a wide
margin.
Final voting results show that only 3,152,830 shares, or less
than 31% of those the Court determined were entitled to vote,
voted for the Tyson proposal. Tyson can no longer hide behind
so-called issues of fairness. Tyson lost -- fair and square.
more
<PAGE>2
Having lost the Special Meeting vote, Tyson's latest effort is to
attack Virginia laws pertaining to Tyson's takeover attempt. A
hearing is scheduled for July 7, 1994, again before the U.S.
District Court, for Tyson to challenge the constitutionality of
laws which the Virginia legislature enacted for the protection of
Virginia companies and their shareholders. We believe Tyson will lose
this fight as well. It's pretty clear to us that Tyson is
just stalling.
In fact, on June 3, Tyson once again extended its same inadequate
tender offer, this time until July 29. This $30 cash per share
tender offer -- an offer which has been clearly rejected by WLR
Foods shareholders -- has not changed from its original March 9
offer, despite Don Tyson's indications to the contrary. We had
hoped Don Tyson would have honored his personal promise to go
away if he lost the Special Meeting vote.
Your company has benefited from a tremendous outpouring of
support over the last five months support from our
shareholders, producers, employees and friends. Thanks to you,
WLR Foods is stronger today than when Tyson started his takeover
attempt. Until Tyson admits defeat, however, we need to stay
unified. You can help us do that by holding onto your investment in
WLR Foods, just as we are. As a Board, we pledge ourselves to making
that choice profitable for you. Growing shareholder value is, and
will continue to be, our top priority.
Yesterday your Board declared a $0.08 quarterly dividend to all
shareholders of record on July 15, 1994, payable July 29, 1994. This
is WLR Foods 98th consecutive dividend. In contrast, Tyson's
quarterly dividend is $0.02. You might be interested to know that
Tyson announced a buy back plan for 10% of its stock
last week -- something he criticized our Board for considering.
Recently, we announced our ranking among America's prestigious
Fortune 500 companies. We just received word of another ranking. In
the June issue of Prepared Foods, our new Moorefield, West
Virginia operation was ranked among the 10 best food plants in
America. We're proud to be "the largest and most modern poultry plant
in the nation," recognized for our pro-worker attitudes,
worker morale and productivity, and meeting customer needs
consistently while striving to continually improve.
As always, please call us at (703) 896-7001, if you have any
questions. You may also call D. F. King & Co., Inc. which is
assisting us toll free at (800) 669-5550. In the event you
tendered any of your shares to Tyson, D. F. King will be pleased to
assist you in withdrawing your shares.
more
<PAGE>3
Sincerely yours,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief
Executive Officer
Herman D. Mason William D. Wampler
Vice Chairman, Board of Directors Director
George E. Bryan Stephen W. Custer
Director Director
Charles L. Campbell William H. Groseclose
Director Director
Calvin G. Germroth J. Craig Hott
Director Director
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.
###
<PAGE>1
EXHIBIT 50
June 29, 1994
Dear Fellow Shareholder:
Thanks to your overwhelming support, Tyson decisively lost the
vote at the May 21 Special Meeting on whether Tyson and its
associates should be granted voting rights for shares of WLR
Foods stock they may acquire, or have acquired, in their hostile
takeover attempt.
On June 21, a federal court issued a favorable ruling which
served to confirm WLR Foods victory over Tyson. The Court
rejected Tyson's arguments, ruling that the 1,272,919 shares of
directors George Bryan, Herman Mason, Charles Wampler and Bill
Wampler were eligible to vote at the Special Meeting. Tyson's
loss was so overwhelming that even if Tyson had been persuasive
in Court, it still lost the Special Meeting vote by a wide
margin.
Final voting results show that only 3,152,830 shares, or less
than 31% of those the Court determined were entitled to vote,
voted for the Tyson proposal. Tyson can no longer hide behind
so-called issues of fairness. Tyson lost -- fair and square.
Having lost the Special Meeting vote, Tyson's latest effort is to
attack Virginia laws pertaining to Tyson's takeover attempt. A
hearing is scheduled for July 7, 1994, again before the U.S.
District Court, for Tyson to challenge the constitutionality of
laws which the Virginia legislature enacted for the protection of
Virginia companies and their shareholders. We believe Tyson will lose
this fight as well. It's pretty clear to us that Tyson is
just stalling.
In fact, on June 3, Tyson once again extended its same inadequate
tender offer, this time until July 29. This $30 cash per share
tender offer -- an offer which has been clearly rejected by WLR
Foods shareholders -- has not changed from its original March 9
offer, despite Don Tyson's indications to the contrary. We had
hoped Don Tyson would have honored his personal promise to go
away if he lost the Special Meeting vote.
Your company has benefited from a tremendous outpouring of
support over the last five months support from our
shareholders, producers, employees and friends. Thanks to you,
WLR Foods is stronger today than when Tyson started his takeover
attempt. Until Tyson admits defeat, however, we need to stay
unified. You can help us do that by holding onto your investment in
WLR Foods, just as we are. As a Board, we pledge ourselves to making
that choice profitable for you. Growing shareholder value is, and
will continue to be, our top priority.
Yesterday your Board declared a $0.08 quarterly dividend to all
shareholders of record on July 15, 1994, payable July 29, 1994. This
is WLR Foods 98th consecutive dividend. In contrast,
Tyson's quarterly dividend is $0.02. You might be interested to know
that Tyson announced a buy back plan for 10% of its stock
last week -- something he criticized our Board for considering.
<PAGE>2
Recently, we announced our ranking among America's prestigious
Fortune 500 companies. We just received word of another ranking. In
the June issue of Prepared Foods, our new Moorefield, West
Virginia operation was ranked among the 10 best food plants in
America. We're proud to be "the largest and most modern poultry plant
in the nation," recognized for our pro-worker attitudes,
worker morale and productivity, and meeting customer needs
consistently while striving to continually improve.
As always, please call us at (703) 896-7001, if you have any
questions. You may also call D. F. King & Co., Inc. which is
assisting us toll free at (800) 669-5550. In the event you
tendered any of your shares to Tyson, D. F. King will be pleased to
assist you in withdrawing your shares.
Sincerely yours,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief
Executive Officer
Herman D. Mason William D. Wampler
Vice Chairman, Board of Directors Director
George E. Bryan Stephen W. Custer
Director Director
Charles L. Campbell William H. Groseclose
Director Director
Calvin G. Germroth J. Craig Hott
Director Director
<PAGE>1
EXHIBIT 51
June 29, 1994
Dear Poultry Producer:
We continue to be pleased with both the financial performance of our
company and the ongoing, strong opposition to Tyson and his
inadequate bid by shareholders, the community and now the courts.
We appreciate the trust you've placed in us, but we still are
very concerned about Tyson keeping his promise to terminate his
offer. To date, he's failed to honor his promise to go away if
he lost the vote. For your information, I'm enclosing our most
recent letter to shareholders that summarizes developments to
date.
Your excellent contributions to the success of WLR Foods are
appreciated by all of us and enjoyed by our customers every day. Your
efforts help make this company great! And so I am pleased
to announce two new services available to you.
Many of you will soon be able to enjoy a new company store
planned at our Harrisonburg plant. This store adds another
convenient location to our Moorefield, New Oxford, Timberville
and the Dayton Farmers Market sites. We'll be inviting you to
the Grand Opening this fall and I look forward to seeing you
there.
As soon as the Board of Directors of the WLR Foods Employees
Federal Credit Union is able to authorize our proposal, we will
offer all poultry producers the opportunity to join the Credit
Union. The Credit Union offers members opportunities to save and to
borrow money at competitive rates. I hope that many of you
will be able to take advantage of this benefit. Details will be sent
to you shortly.
I will keep you updated and appreciate your concerns and
continued support. Please call us if you have any questions.
Sincerely,
James L. Keeler
President and Chief Executive Officer
<PAGE>2
June 29, 1994
Dear Fellow Shareholder:
Thanks to your overwhelming support, Tyson decisively lost the
vote at the May 21 Special Meeting on whether Tyson and its
associates should be granted voting rights for shares of WLR
Foods stock they may acquire, or have acquired, in their hostile
takeover attempt.
On June 21, a federal court issued a favorable ruling which
served to confirm WLR Foods victory over Tyson. The Court
rejected Tyson's arguments, ruling that the 1,272,919 shares of
directors George Bryan, Herman Mason, Charles Wampler and Bill
Wampler were eligible to vote at the Special Meeting. Tyson's
loss was so overwhelming that even if Tyson had been persuasive
in Court, it still lost the Special Meeting vote by a wide
margin.
Final voting results show that only 3,152,830 shares, or less
than 31% of those the Court determined were entitled to vote,
voted for the Tyson proposal. Tyson can no longer hide behind
so-called issues of fairness. Tyson lost -- fair and square.
Having lost the Special Meeting vote, Tyson's latest effort is to
attack Virginia laws pertaining to Tyson's takeover attempt. A
hearing is scheduled for July 7, 1994, again before the U.S.
District Court, for Tyson to challenge the constitutionality of
laws which the Virginia legislature enacted for the protection of
Virginia companies and their shareholders. We believe Tyson will lose
this fight as well. It's pretty clear to us that Tyson is
just stalling.
In fact, on June 3, Tyson once again extended its same inadequate
tender offer, this time until July 29. This $30 cash per share
tender offer -- an offer which has been clearly rejected by WLR
Foods shareholders -- has not changed from its original March 9
offer, despite Don Tyson's indications to the contrary. We had
hoped Don Tyson would have honored his personal promise to go
away if he lost the Special Meeting vote.
Your company has benefited from a tremendous outpouring of
support over the last five months support from our
shareholders, producers, employees and friends. Thanks to you,
WLR Foods is stronger today than when Tyson started his takeover
attempt. Until Tyson admits defeat, however, we need to stay
unified. You can help us do that by holding onto your investment in
WLR Foods, just as we are. As a Board, we pledge ourselves to making
that choice profitable for you. Growing shareholder value is, and
will continue to be, our top priority.
Yesterday your Board declared a $0.08 quarterly dividend to all
shareholders of record on July 15, 1994, payable July 29, 1994. This
is WLR Foods 98th consecutive dividend. In contrast, Tyson's
quarterly dividend is $0.02. You might be interested to know that
Tyson announced a buy back plan for 10% of its stock
last week -- something he criticized our Board for considering.
<PAGE>3
Recently, we announced our ranking among America's prestigious
Fortune 500 companies. We just received word of another ranking. In
the June issue of Prepared Foods, our new Moorefield, West
Virginia operation was ranked among the 10 best food plants in
America. We're proud to be "the largest and most modern poultry plant
in the nation," recognized for our pro-worker attitudes,
worker morale and productivity, and meeting customer needs
consistently while striving to continually improve.
As always, please call us at (703) 896-7001, if you have any
questions. You may also call D. F. King & Co., Inc. which is
assisting us toll free at (800) 669-5550. In the event you
tendered any of your shares to Tyson, D. F. King will be pleased to
assist you in withdrawing your shares.
Sincerely yours,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief
Executive Officer
Herman D. Mason William D. Wampler
Vice Chairman, Board of Directors Director
George E. Bryan Stephen W. Custer
Director Director
Charles L. Campbell William H. Groseclose
Director Director
Calvin G. Germroth J. Craig Hott
Director Director
