<PAGE> COVER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 23)
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
<PAGE>
<PAGE> 1
This Amendment No. 23 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 7. Certain Negotiations and Transactions by the Subject
Company.
Item 7 is hereby amended and supplemented by adding
thereto the following:
(b) On July 27, 1994, the Company entered into an Asset
Purchase Agreement ("Asset Purchase Agreement"), of same date, with Cuddy
Farms, Inc. ("Cuddy"), Cuddy International Corporation ("Cuddy
International") and Wampler-Longacre, Inc., the Company's wholly-owned
subsidiary ("Wampler-Longacre"). The closing (the "Closing") of the
transactions contemplated by the Asset Purchase Agreement is to be within
three (3) business days after Hart-Scott-Rodino clearance is obtained.
Pursuant to the terms of the Asset Purchase Agreement, the
Company and Wampler-Longacre will acquire substantially all of the assets
of Cuddy's turkey processing division, including, without limitation, its
processing facility, further processing facility, feed mill, three turkey
grow-out farms, a leasehold interest in a second further processing
facility, a partnership interest in a cold storage and distribution
facility and all working capital, machinery, fixtures, equipment and other
tangible personal property for, and inventory in, such facilities (the
"Assets").
The purchase price for the Assets is $73.3 million, $42.5
million of which is payable in cash and the balance to be issued in Shares.
The number of Shares issued will be based on a ten-day, pre-closing
weighted average stock market value, subject to a floor of $24 per Share
and a ceiling of $28 per Share. The Agreement provides for certain post-
closing adjustments which are not expected to be material.
The Shares issued in this transaction will not be registered
under the Securities Act of 1933 and will be subject to a Voting Trust
Agreement by and among the Company, Cuddy and an independent corporate
trustee. The Voting Trust Agreement will terminate upon the earlier of
(a) the fourth anniversary of the Closing date; (b) the date on which a
business acquisition by the Company occurs in which in excess of five
percent (5%) of its then outstanding common stock is issued without voting
and transfer restrictions similar to the Voting Trust Agreement and Cuddy's
stock ownership in the Company after such acquisition is less than five
percent (5%) of the total outstanding shares of the Company's common stock;
or (c) the date on which a "Change of Control" in the Company occurs. For
purposes of the Voting Trust Agreement, a Change of Control means the
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of more than 30 percent
(30%) of either the then outstanding shares of common stock of the Company
or the combined voting power of the then outstanding voting securities
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<PAGE> 2
of the Company entitled to vote generally in the election of directors.
During the term of the Voting Trust Agreement, the trustee will vote in
accordance with the recommendation of the Company's Board of Directors, as
it exists at the time of the vote of the Company's shareholders, or if
there is no recommendation, as directed by the registered holder of the
voting trust certificate representing the shares held by the trustee.
Unless otherwise agreed to in writing by the Company, the voting trust
certificates are not transferable except that (a) the holder thereof may
pledge, mortgage or otherwise encumber the certificates and (b) the holder
thereof may transfer the certificates to Cuddy International or a wholly-
owned subsidiary of Cuddy International. Any transferee shall also be
subject to the Voting Trust Agreement. After termination of the Voting
Trust Agreement, Cuddy will have certain demand and incidental registration
rights.
Upon the closing of the transaction contemplated by the Asset
Purchase Agreement, Cuddy, Cuddy International, A.M.C. Family Holdings,
Ltd. and A.M. Cuddy (the "Cuddy Group") will enter into a Non-Competition
and Name Use Agreement by which the Cuddy Group will covenant not to
compete with Wampler-Longacre in the business of poultry production for
processing, further processing or marketing of processed poultry products
(exclusive of production of eggs and poults) (the "Protected Business") in
the geographical area in the continental United States in which Wampler-
Longacre or its affiliates currently conduct business. Sales to certain
existing customers of the Cuddy Group are excluded. The Company will pay
Cuddy $500,000 in cash at Closing in consideration of this Agreement.
Pursuant to the Non-Competition and Name Use Agreement, Cuddy will also
grant Wampler-Longacre a five (5)-year exclusive right and license to the
"Cuddy" name within the continental United States for the Protected
Business. The Non-Competition and Name Use Agreement contains "standstill"
provisions by which the Cuddy Group agrees, for so long as the Voting Trust
Agreement is not terminated, not to: solicit proxies or participate in an
election contest relating to election of the directors; act together with
others to acquire, hold or vote the Company's common stock; purchase or
otherwise acquire the Company's common stock; or act alone or together with
any person to acquire, or propose a business combination with, the Company.
The Asset Purchase Agreement also requires Cuddy and Wampler-
Longacre, before Closing, to enter into certain administrative, supply and
processing agreements.
The Asset Purchase Agreement provides that a Cuddy
representative will be appointed to the Company's Board of Directors who
shall serve until the next annual meeting of shareholders and shall be
recommended by the Company's Board of Directors for election at such
meeting. The Closing is subject to customary "due diligence" conditions
and contains mutual indemnifications except that Cuddy and Cuddy
International (the "Cuddy Corporations") shall not be required to indemnify
the Company and Wampler-Longacre (collectively, "Wampler") for losses not
in excess of $250,000. The Voting Trust further requires WLR Foods to
indemnify Cuddy and the trustee for losses, including legal fees and
expenses, in connection therewith.
The parties to the Agreement also signed separate
indemnification agreements, mutually agreeing to certain indemnifications.
On the part of the Cuddy Corporations, indemnification of Wampler is
required in connection with certain possible litigation relating to
stockholder and employee complaints. On the part of Wampler,
indemnification of the Cuddy Corporations is required in connection with
pending or possible litigation relating to the efforts of Bidder to acquire
the Company. Both agreements terminate upon final termination of all
actions, suits, proceedings or investigations relating to the respective
litigations.
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Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding
thereto the following:
Exhibit 53 -- Press Release, dated July 28, 1994.
Exhibit 54 -- Form of Letter to Shareholders of the Company,
dated July 28, 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: July 28, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
<PAGE> 1
Exhibit 53
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contacts: Delbert L. Seitz
Chief Financial Officer
703-896-7001
Gail E. Price, Director of
Corporate Communication
703-896-0403
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
Broadway, Virginia, July 28, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
announced the signing of a definitive agreement to purchase the turkey
processing and production assets of Cuddy Farms Inc. in a transaction that
will grow WLR Foods into the nation's second largest turkey company. WLR
Foods will acquire Cuddy's three turkey processing facilities, a feed mill
and growout operations, and Cuddy's interest in a cold storage and
distribution facility, all in North Carolina, with additional growout
operations in South Carolina. Cuddy Farms is headquartered in North
Carolina and is a subsidiary of Canada-headquartered Cuddy International.
-more-<PAGE>
<PAGE> 2
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 2
The purchase price for the Cuddy assets is approximately $73.8 million and
includes a five-year non-competition agreement. WLR Foods will pay
$43 million in cash and issue common stock for the balance. The
transaction will be handled as a purchase of assets, and not as a pooling
of interest. The purchase price is subject to certain post-closing
adjustments which are not expected to be material.
In making the announcement, James L Keeler, president and chief executive
officer of WLR Foods, commented: "WLR Foods has been talking with Cuddy
about this acquisition for several years, and we are excited to have Cuddy
now join the WLR Foods family and our first-rate turkey division. The
board's decision to acquire Cuddy's food division is another example of its
commitment to building shareholder value through smart, friendly
acquisitions. We are most pleased to expand WLR Foods significantly,
especially in further processed foods, without expanding the industry's
capacity. With Cuddy, we will become the nation's second largest turkey
processor, supplying 11% of the American turkey market sales in the coming
year. Building value for WLR
-more-<PAGE>
<PAGE> 3
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 3
Foods shareholders has been our top priority, and we expect a positive
impact on earnings per share even before improvements and economies of
scale from this acquisition are realized. WLR Foods will achieve a billion
dollars in sales in 1995, ahead of our projected management goals."
Following the acquisition, Cuddy is expected to own between nine and 10.5%
of WLR Foods outstanding common stock. According to terms of the
agreement, Cuddy's stock will be voted with recommendations of WLR Foods
board of directors for four years unless there is an earlier change of
control in WLR Foods. Peter Green, chief executive officer of Cuddy
International, will be named to the WLR Foods Board of Directors at the
closing of the acquisition, which is expected within 30 days.
Cuddy will retain its farm division, a major supplier of turkey eggs and
poults.
WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-
-more-<PAGE>
<PAGE> 4
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 4
Longacre(r) label and retail ice under the Cassco(r) label. This
Fortune 500 company, with current annual revenues of $720 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 54
[WLR FOODS, INC. LETTERHEAD]
July 28, 1994
Dear Fellow Shareholder:
We are very pleased to enclose your quarterly dividend check. If you
participate in our dividend reinvestment plan, you will receive your
activity statement within two weeks. But most importantly, I'm pleased to
enclose our announcement of the agreement to acquire Cuddy Farms, Inc. --
Food Division.
Cuddy's production numbers right now, when coupled with Wampler-Longacre,
Inc.'s, clearly make us second in the nation in the turkey industry without
changing market supply. Cuddy's product line is excellent, diversified and
further processed, exactly into the strategic direction WLR Foods is
headed. Close to us geographically, yet taking us into new market areas,
Cuddy will enable us to expand our entire distribution line.
Timing couldn't be better as we look forward to the Thanksgiving holiday
season with strong tom prices and quite adequate hen prices. We expect
this proposed merger to receive regulatory approval and to be completed by
late August. As turkey clearly becomes the meat of choice in the 1990s for
the American lifestyle and diet, Wampler-Longacre, with the new addition of
Cuddy Farms, will be even better positioned to meet customer needs.
On behalf of the Board of Directors, we appreciate your investment and
belief in WLR Foods and the promising future that each day becomes reality
at our company. Our commitment to enhance shareholder value continues day-
by-day, and we expect the market to reflect the success of our producers
and employees. Thank you for your continuing investment in WLR Foods.
Sincerely,
James L. Keeler
President and Chief Executive Officer
- over -<PAGE>
<PAGE> 2
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contacts: Delbert L. Seitz
Chief Financial Officer
703-896-7001
Gail E. Price, Director of
Corporate Communication
703-896-0403
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
Broadway, Virginia, July 28, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
announced the signing of a definitive agreement to purchase the turkey
processing and production assets of Cuddy Farms Inc. in a transaction that
will grow WLR Foods into the nation's second largest turkey company. WLR
Foods will acquire Cuddy's three turkey processing facilities, a feed mill
and growout operations, and Cuddy's interest in a cold storage and
distribution facility, all in North Carolina, with additional growout
operations in South Carolina. Cuddy Farms is headquartered in North
Carolina and is a subsidiary of Canada-headquartered Cuddy International.
-more-<PAGE>
<PAGE> 3
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 2
The purchase price for the Cuddy assets is approximately $73.8 million and
includes a five-year non-competition agreement. WLR Foods will pay
$43 million in cash and issue common stock for the balance. The
transaction will be handled as a purchase of assets, and not as a pooling
of interest. The purchase price is subject to certain post-closing
adjustments which are not expected to be material.
In making the announcement, James L Keeler, president and chief executive
officer of WLR Foods, commented: "WLR Foods has been talking with Cuddy
about this acquisition for several years, and we are excited to have Cuddy
now join the WLR Foods family and our first-rate turkey division. The
board's decision to acquire Cuddy's food division is another example of its
commitment to building shareholder value through smart, friendly
acquisitions. We are most pleased to expand WLR Foods significantly,
especially in further processed foods, without expanding the industry's
capacity. With Cuddy, we will become the nation's second largest turkey
processor, supplying 11% of the American turkey market sales in the coming
year. Building value for WLR
-more-<PAGE>
<PAGE> 4
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 3
Foods shareholders has been our top priority, and we expect a positive
impact on earnings per share even before improvements and economies of
scale from this acquisition are realized. WLR Foods will achieve a billion
dollars in sales in 1995, ahead of our projected management goals."
Following the acquisition, Cuddy is expected to own between nine and 10.5%
of WLR Foods outstanding common stock. According to terms of the
agreement, Cuddy's stock will be voted with recommendations of WLR Foods
board of directors for four years unless there is an earlier change of
control in WLR Foods. Peter Green, chief executive officer of Cuddy
International, will be named to the WLR Foods Board of Directors at the
closing of the acquisition, which is expected within 30 days.
Cuddy will retain its farm division, a major supplier of turkey eggs and
poults.
WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-
-more-<PAGE>
<PAGE> 5
WLR FOODS ANNOUNCES AGREEMENT TO ACQUIRE
CUDDY FARMS INC. FOOD DIVISION
July 28, 1994
Page 4
Longacre(r) label and retail ice under the Cassco(r) label. This
Fortune 500 company, with current annual revenues of $720 million, exports
to more than 40 countries and has processing operations in Virginia, West
Virginia and Pennsylvania, close to its major mid-Atlantic markets.
###
