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________________________________________________________________________________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________________
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[X] $125 FEE PAID WITH FILING OF 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 0-11.
_________________________
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11.1
____________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________________
__________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
_________________________
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(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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[WLR FOODS' LETTERHEAD]
April 21, 1994
Dear Fellow Shareholder:
You are cordially invited to attend a special meeting of shareholders of WLR
Foods scheduled to be held Saturday, May 21, 1994. The meeting will be held at
Turner Ashby High School, 800 North Main Street, Bridgewater, Virginia, at 1:00
in the afternoon, following the Virginia Poultry Festival parade in
Harrisonburg. Your Board of Directors and management look forward to greeting
personally those shareholders able to be present.
The meeting has been requested by Tyson Foods in order to continue its hostile
takeover attempt of WLR Foods. To further its objective, Tyson will be seeking
your vote for its own proposal to give Tyson and its associates voting rights in
connection with shares of WLR Foods they may acquire, or have acquired, in their
effort to take control of your Company.
Your Board of Directors remains steadfast in its opposition to Tyson's
continuing efforts to take over WLR Foods. We thank our many shareholders for
their unwavering support in the face of Tyson's hostile, unsolicited and highly
conditional tender offer for your shares of stock in WLR Foods -- an offer which
we believe is inadequate and not in your best interests. YOUR BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE 'AGAINST' TYSON'S PROPOSAL.
SEND DON TYSON A MESSAGE WITH YOUR VOTE
Our shareholders have told Tyson in many ways that they oppose Tyson's
unsolicited, hostile takeover attempt for WLR Foods. As you know, on the date
Tyson extended its offer to June 3, not even 7% of our stock had been tendered
to Tyson. Our shareholders have also told Don Tyson face to face, in letters,
phone calls, petitions and letters to the editor that they do not want WLR Foods
to be the latest acquisition by a corporate raider from Arkansas. Sadly, Tyson
has not heard you. Or maybe he's not a good listener. Therefore, your vote is
very important because it sends a loud and clear message about how you feel
about Tyson taking over
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your Company. It's now time for you -- the true owners of WLR Foods -- to send
that message by signing, dating, marking and promptly mailing your white proxy.
YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE 'AGAINST' TYSON'S PROPOSAL.
Remember, Tyson's tender offer is highly conditional so that Tyson can back out
if certain things don't go its way. One of those things is Tyson getting votes
from WLR Foods shareholders at this special meeting. We are not sure whether
Tyson will 'go away' if they don't get voting rights, but they have said they
would. Let's put Tyson to the test.
PLEASE SIGN, DATE AND MARK THE ENCLOSED WHITE
PROXY AND PROMPTLY MAIL IT IN THE ENCLOSED ENVELOPE,
EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING
Tyson will also be sending you its proxy statement and proxy trying to get you
to vote with them. We've read it and, as usual, Tyson is once again attacking
the Board you elected simply for defending WLR Foods and its shareholders
against an unsolicited, hostile tender offer which we believe is inadequate and
not in your best interests. We caution you not to sign any proxy sent to you by
Tyson -- not even as a vote of protest. REMEMBER, TYSON IS USING THE NAME 'WLR
ACQUISITION CORP.' DON'T BE MISLED. WLR ACQUISITION CORP. IS TYSON.
Enclosed with this letter is WLR Foods notice of special meeting and Proxy
Statement and a white proxy. You should read these materials for a more complete
description of the special meeting. Since this meeting is Tyson's idea, WLR
Foods also is required by law to enclose in this mailing a document Tyson
prepared, called a 'Control Share Acquisition Statement.' That's enclosed, but
it's Tyson's material, not ours.
WLR FOODS IS BUILDING VALUE FOR YOU
In a nutshell, we believe now is the wrong time to sell WLR Foods. Our recently
completed, five-year $133,700,000 capital spending program is now starting to
build value for our shareholders. Production has increased 115% over 1988 levels
and we expect to be fully enjoying the benefits of these substantial investments
in the near future. When you also consider the benefits of our recent
restructuring program and acquisitions, WE THINK YOU WILL AGREE THAT WLR FOODS
IS ENTERING A STRONG GROWTH PERIOD WITH EXCELLENT PROSPECTS TO ACHIEVE ITS FULL
POTENTIAL.
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Your Board of Directors firmly believes that the actions it has taken in the
last few months have been in the best interests of WLR Foods shareholders. Yet
Tyson has sued WLR Foods directors and is challenging everything we've done to
protect WLR Foods and you. Tyson is even attacking the statutes which Virginia
put on the books to protect Virginia's companies and their shareholders from
situations exactly like this.
Tyson has forced WLR Foods to spend a great deal of time and money defending
your interests and has created a tremendous drain on our people and operations
simply because we have decided that our future -- and the future of all our
shareholders -- is better as WLR Foods than as the latest purchase, in the line
of many, of a corporate raider from Arkansas. If you agree with us and believe
that the future of WLR Foods holds great promise, we urge you to vote 'AGAINST'
Tyson's proposal by signing, dating, marking and promptly mailing the enclosed
white proxy. Please act today to ensure that your proxy is received timely.
Sending in your proxy will not prevent you from voting at the meeting if you
plan to attend.
On behalf of everyone at WLR Foods, we thank you for your continued support. We
renew our commitment to act in the best interests of you and your Company.
Please call any of us if you have any questions. The number for WLR Foods is
(703) 896-7001.
Sincerely yours,
<TABLE>
<S> <C>
/s/ Charles W. Wampler, Jr. /s/ James L. Keeler
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief Executive Officer
/s/ Herman D. Mason /s/ William D. Wampler
Herman D. Mason William D. Wampler
Vice Chairman, Board of Directors Director
/s/ George E. Bryan /s/ Stephen W. Custer
George E. Bryan Stephen W. Custer
Director Director
/s/ Charles L. Campbell /s/ William H. Groseclose
Charles L. Campbell William H. Groseclose
Director Director
/s/ Calvin G. Germroth /s/ J. Craig Hott
Calvin G. Germroth J. Craig Hott
Director Director
</TABLE>
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IMPORTANT
Your vote is important. Regardless of the number of shares of WLR Foods
common stock you own, please vote as recommended by your Board of Directors by
voting AGAINST the Tyson proposal (Proposal 1). To do so, please take these two
simple steps:
1. PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL THE ENCLOSED
WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
2. DO NOT RETURN ANY PROXY CARDS SENT TO YOU BY TYSON.
IF YOU VOTED TYSON'S PROXY CARD BEFORE RECEIVING YOUR WLR FOODS WHITE PROXY
CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY SIGNING, DATING,
MARKING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL CANCEL YOUR EARLIER
VOTE SINCE ONLY YOUR LATEST DATED PROXY CARD WILL COUNT AT THE SPECIAL MEETING.
WARNING: TYSON IS USING THE NAME 'WLR ACQUISITION CORP.'
DO NOT BE CONFUSED. WLR ACQUISITION CORP. IS TYSON.
If you own your shares in the name of a brokerage firm, only your
broker can vote your shares on your behalf and only after receiving your
specific instructions. Please call your broker and instruct him/her to execute a
white card on your behalf. You should also promptly sign, date, mark and mail
your white card when you receive it from your broker. Please do so for each
separate account you maintain.
You should return your white proxy card at once to ensure that your
vote is counted. This will not prevent you from voting in person at the meeting
should you attend.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL US AT (703) 896-7001. YOU MAY ALSO CALL D.F. KING & CO., INC., WHICH
IS ASSISTING US, TOLL-FREE, AT 800-669-5550.
