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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report (Date of earliest
event reported) August 29, 1994
WLR Foods, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-17060 54-1295923
(State of (Commission File Number) IRS Employer
incorporation) Identification No.)
P.O. Box 7000 22815
Broadway, Virginia (Zip Code)
(Address of principal executive offices)
(703) 896-7001
(Registrant's telephone number,
including area code)
Exhibit Index is on Page 4
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Item 7 Exhibits
Item 7 is hereby amended to substitute the following, in
place of the Registrant's press release dated July 28, 1994, which was
previously filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K on September 13, 1994:
Exhibit 99.1 Press release dated August 30, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WLR Foods, Inc.
By: /s/______________________
Delbert L. Seitz
Chief Financial Officer
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
99.1 Press Release dated August 30, 1994 5
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Exhibit 99.1
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 PURCHASE OF CUDDY FARMS INC. FOOD DIVISION,
NAMES PETER GREEN TO BOARD OF DIRECTORS,
AND DECLARES REGULAR QUARTERLY CASH DIVIDEND
BROADWAY, Virginia August 30, 1994 WLR Foods Inc. (NASDAQ:WLRF)
today announced the completion of the purchase of the turkey
processing and production assets of Cuddy Farms Inc., making WLR Foods
the nation's second largest turkey company. WLR Foods paid $43
million in cash and issued 1,183,333 shares of its common stock to
acquire a turkey processing complex, a further processing plant, the
lease of a second further processing plant, 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 retains its farm division, a major
supplier of turkey eggs and poults.
In making the announcement, James L. Keeler, president and chief
executive officer of WLR Foods, commented: "We are proud to welcome
the Cuddy Farms Food Division people and operations into WLR Foods.
Cuddy is right for WLR Foods their specialty of processed foods and
their Carolina markets take us closer toward our long-range corporate
goals more quickly.
"We have a successful industry record in turkey processing and expect
Cuddy and WLR Foods to be more successful together as one company.
The timing is particularly good with strong turkey prices going into
the high consumption holiday quarter. We're looking forward to
Cuddy's contribution to enhancing value for WLR Foods shareholders."
more
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The 1,183,333 common shares, valued at $24 per share for purposes of
the transaction, represent 9.7% of WLR Foods common stock outstanding
after the Cuddy acquisition. Additional common shares may be issued
subject to post-closing adjustments. According to the terms of a
voting trust, the shares will be voted with the recommendations of WLR
Foods board of directors for four years unless there is an earlier
change of control in WLR Foods.
Cuddy, WLR Foods, and Cuddy's lenders have entered into an agreement
wherein WLR Foods could be required to purchase these shares for up to
approximately $19 million in cash if Cuddy defaults under its credit
facilities. Of the $30.8 million of equity issued in this
transaction, WLR Foods will allocate up to $19 million to a temporary
equity account to reflect the Company's potential liability under this
agreement.
Additionally, Peter A. W. Green, chief executive officer of Cuddy
International, parent company of Cuddy Farms, was named to WLR Foods
board of directors today.
The board of directors of WLR Foods today also declared a regular
quarterly cash dividend of $0.08 per common share. The dividend is
payable on October 28, 1994 to common shareholders of record on
October 14, 1994. This will be the 98th consecutive dividend paid to
shareholders by the company.
WLR Foods is a fully integrated provider of high quality turkey and
chicken products primarily under the Wampler-Longacre(S) and Cuddy
Family Farms(S) label and retail ice under the Cassco(S) label. This
Fortune 500 company, with current annual revenues of $727 million,
exports to more than 40 countries and has processing operations in
Virginia, North Carolina, West Virginia and Pennsylvania, close to its
major mid- Atlantic markets.
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