<PAGE>1
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
(703) 896-7001
Fax (703) 896-0498
April 15, 1994
Securities and Exchange Commission
Document Control Desk - EDGAR Room 1004
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: WLR Foods, Inc. (CIK No. 0000760775)
Preliminary Proxy Statement and Form of Proxy
Dear Sirs:
The accompanying EDGAR filing on behalf of WLR Foods, Inc., CIK No.
0000760775 ("WLR") is the Preliminary Proxy Statement and Form of Proxy
which WLR Foods, Inc. intends to mail to shareholders immediately
following clearance from the Securities and Exchange Commission which we
request as soon as possible, and in no event later than April 25, 1994.
The filing fee of $125 was wired to Mellon Bank immediately prior to
this filing.
A conforming paper copy of the Preliminary Proxy Statement and Form of
Proxy will be sent by first class mail to SEC Operations Center (OFICS),
6432 General Green Way, Mail Stop 0-7, Alexandria, Va. 22312, Attention:
Filer Support Unit, within six business days of the filing, and
additional courtesy conforming paper copies will be made available upon
request of the staff.
Very truly yours,
Gayle S. Payne
Assistant Secretary
<PAGE>1
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:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / 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):
/X/ $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $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:
(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.:
<PAGE>2
(3) Filing party:
(4) Date filed:
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS [WLR LETTERHEAD]
A special meeting of shareholders of WLR Foods, Inc. is scheduled to be
held on [date, time and place] for the following purposes:
1. To consider a proposal of Tyson Foods, Inc. to grant it and its
associates voting rights for the shares of WLR Foods stock it has
acquired or may acquire in connection with their offer to buy WLR
Foods.
2. To transact such other business as may properly come before the
meeting. The Board of Directors knows of no such business at this
time.
Only shareholders of record at the close of business on [April 14, 1994]
are entitled to notice of and to vote at the special meeting or any
adjournments of the special meeting. Certain "interested shares" (as
defined in the Virginia Control Share Acquisition Act) shall not be
entitled to vote on the Tyson proposal (Proposal No. 1). See the
accompanying Proxy Statement for a description of what shares are
"interested shares."
Shareholders who do not vote in favor of the Tyson proposal (Proposal
No. 1) and otherwise comply with the requirements of the dissenters'
rights provisions of the Virginia Stock Corporation Act will have the
right, if Tyson's proposal is approved and Tyson obtains the beneficial
ownership of a majority of WLR Foods common stock, to seek appraisal
rights of their shares of WLR Foods common stock. See "RIGHTS OF
DISSENTING SHAREHOLDERS" in the accompanying Proxy Statement and
Appendix III for a description of the procedures which should be
followed by shareholders wishing to exercise their dissenters' rights.
To assure that your shares are represented and voted at the special
meeting, please sign and date the enclosed white proxy, and return it as
soon as possible in the enclosed postage prepaid envelope. You may
revoke your proxy at any time until completion of the vote.
By Order of the Board of Directors,
Delbert L. Seitz, Secretary
-- YOUR VOTE IS VERY IMPORTANT --
WLR FOODS IS ENGAGED IN A PROXY CONTEST WITH TYSON FOODS AND EVERY
SINGLE VOTE IS IMPORTANT! TO SUPPORT YOUR BOARD OF DIRECTORS, YOU ARE
URGED TO SIGN, DATE AND MAIL YOUR WHITE PROXY CARD AT ONCE IN THE RETURN
ENVELOPE PROVIDED. DO NOT SIGN THE TYSON BLUE PROXY CARD, EVEN AS A
VOTE OF PROTEST. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE, PLEASE
CALL WLR FOODS AT (703)896-7001, OR D.F. KING & CO., INC., WHICH IS
ASSISTING US, TOLL-FREE, AT (800)669-5550.<PAGE>
<PAGE>3
________________________________________________________________________
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 Tyson's proposal. To do so, please take
these two simple steps:
1. PLEASE SIGN, DATE and PROMPTLY MAIL
the enclosed WHITE proxy card in the
postage-paid envelope provided.
2. DO NOT RETURN ANY BLUE CARDS
sent to you by Tyson.
IF YOU VOTED TYSON'S BLUE PROXY CARD BEFORE RECEIVING YOUR WLR
FOODS WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR
VOTE SIMPLY BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE
PROXY CARD. THIS WILL CANCEL YOUR EARLIER VOTE SINCE ONLY
YOUR LATEST 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 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.
______________________________________________________________________
<PAGE>4
WLR FOODS, INC.
P. O. Box 7000
Broadway, Virginia 22815
[PRELIMINARY]
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies for use at a special meeting of shareholders of
WLR Foods, Inc. ("WLR Foods" or the "Company") scheduled to be held
[date, time and place] and at any adjournments or postponements thereof
(the Special Meeting). The accompanying proxy is solicited by the Board
of Directors of the Company (the Board). The approximate mailing date
of this Proxy Statement and the accompanying proxy is [date].
All properly executed proxies will be voted at the Special Meeting
according to their instructions. In the absence of such instructions,
such proxies will be voted AGAINST the Tyson proposal (Proposal No. 1).
Any person signing and mailing the enclosed proxy may revoke the proxy
at any time until completion of the vote. For each shareholder who is
a participant in the Company's Dividend Reinvestment and Stock Purchase
Plan, the accompanying proxy covers the shares of Company common stock
in such shareholder's account, as well as shares registered in the
shareholder's name.
The cost of soliciting the enclosed proxies will be paid by the
Company. Solicitations will be made by mail, except that, if necessary,
officers, directors and regular employees of the Company and its
affiliates may solicit proxies by telephone, telegraph, facsimile or
other electronic means or by personal calls. The Company has also
retained D.F. King & Co., Inc. to assist in the solicitation of proxies
for a fee estimated at $65,000, plus reimbursement of expenses.
Brokerage houses and nominees will be requested to forward proxy
solicitation material to beneficial owners of WLR Foods stock held of
record by such persons, and the Company may reimburse them for their
charges and expenses in this regard.
<PAGE>
<PAGE>5
OUTSTANDING SHARES AND VOTING RIGHTS
Only shareholders of record at the close of business on [April 14,
1994] will be entitled to notice of and to vote at the Special Meeting.
As of such date, the Company had outstanding 10,970,248 shares of its
common stock, no par value. Except for "interested shares," as
described on the next page of this Proxy Statement, each share of
outstanding common stock is entitled to one vote at the Special Meeting
("Disinterested Shares"). A majority of all Disinterested Shares
constitutes a quorum. If a Disinterested Share is represented for any
purpose at the Special Meeting, it is deemed to be present for purposes
of establishing a quorum. Abstentions and shares held of record by a
broker or its nominee (Broker Shares) which are voted on any matter are
included in determining the number of votes present or represented at
the Special Meeting. Conversely, Broker Shares that are not voted on
any matter will not be included in determining whether a quorum is
present. If a quorum is established, the Tyson proposal (Proposal
No. 1) will be approved if it receives the majority vote of all
Disinterested Shares. Abstentions will have the same effect as opposing
votes.
TYSON'S PROPOSAL
On March 9, 1994, Tyson began a hostile, unsolicited tender offer
to purchase all outstanding shares of WLR Foods common stock for $30 per
share, as set forth in Tyson's Offer to Purchase dated March 9, 1994 and
the related Letter of Transmittal (the tender offer). Among the many
conditions to Tyson's tender offer is the requirement that it receive
voting rights under Virginia's Control Share Acquisition Statute (the
Control Share Statute) for all of the shares of WLR Foods common stock
Tyson and its "associates" (as such term is defined in the Control Share
Statute) have acquired, or intend to acquire, in their effort to take
control of the Company. A copy of the Control Share Statute is included
as Appendix I and the following description is qualified in its entirety
by reference to Appendix I and any amendments to the Control Share
Statute as may be adopted after the date of this Proxy Statement.
Tyson's prior acquisition of approximately 5% of the Company's
common stock, along with Tyson's tender offer, if successful, would
amount to a "control share acquisition" under the Control Share Statute.
Basically, a "control share acquisition" is the direct or indirect
acquisition (other than "excepted acquisitions," which are not relevant
<PAGE>6
here) of shares of the Company that, when added to all other Company
shares owned by the acquiror, would entitle the acquiror to vote, in the
case of Tyson's tender offer, a majority of the Company's shares. Since
the Company has not "opted-out" of the Control Share Statute, any shares
acquired in a control share acquisition or prior to a control share
acquisition and pursuant to a plan to make a control share acquisition
have no voting rights unless voting rights are granted by a resolution
approved by a majority of the Disinterested Shares. Thus, the Control
Share Statute will deny voting rights to the shares acquired by Tyson or
its associates pursuant to, or in contemplation of, Tyson's tender
offer, absent such resolution. Your Board of Directors unanimously
recommends that you vote AGAINST the Tyson proposal (Proposal No. 1).
For the Tyson proposal (Proposal No. 1) to be adopted, it must be
approved by a majority of the Company's outstanding common stock, other
than "interested shares." "Interested shares" are shares of the Company
the voting of which may be exercised or directed by (i) Tyson and its
associates, (ii) any officer of the Company, or (iii) any employee who
is also a director of the Company. According to the Company's bylaws,
the record date for determining which shareholders are entitled to vote
at the Special Meeting is the date on which Tyson requested the Special
Meeting. This is the same day that the determination of "interested
shares" is made. This date was [April 14, 1994].
Tyson has requested the Special Meeting and is seeking your vote to
determine whether the shares of Company stock Tyson and its associates
have acquired, and intend to acquire, in their efforts to take control
of the Company should have voting rights. The exact text of the Tyson
proposal (Proposal No. 1) is set forth in Appendix II. As required,
Tyson's request for this Special Meeting was accompanied by a "control
share acquisition statement," [which was previously delivered to you] [a
copy of which is enclosed with this Proxy Statement]. The Company has
been advised by its attorneys that, in the event Tyson amends its tender
offer, Tyson may be required under Virginia law to amend its control
share acquisition statement which could have the effect of delaying the
Special Meeting. You will be advised if the date of the Special Meeting
is changed.
As authorized by the Company's bylaws, if the Company's
shareholders do not approve the Tyson proposal (Proposal No. 1), then at
any time within sixty (60) days after the Special Meeting, the Company
may redeem (purchase) any shares of the Company's stock owned by Tyson
<PAGE>7
or its associates acquired in a "control share acquisition" at the
average price Tyson paid for the Company's stock.
Quite obviously, Tyson wants voting stock. Without voting rights
they will not be able to force WLR Foods into a merger with Tyson, like
they did with Holly Farms a few years ago. The Board strongly urges its
shareholders not to give them this chance. In short, if you want to
stop Tyson, don't give them voting rights -- do not sign the blue Tyson
proxy.
Your Board of Directors unanimously recommends
a vote AGAINST Proposal No. 1
To support your Board of Directors, please SIGN, DATE and MAIL the
enclosed WHITE proxy card in the postage-paid envelope provided. Voting
your proxy is very important even if you plan to attend the Special
Meeting in person. If you have voted Tyson's blue proxy card before
receiving this proxy material, or if you wish to change your mind, you
have every right to change your vote by signing, dating and mailing the
enclosed white proxy. Only your latest dated proxy card will count at
the Special Meeting. You may revoke your proxy at any time until
completion of the vote. PLEASE ACT TODAY -- SIGN, DATE AND MAIL YOUR
WHITE PROXY.
RIGHTS OF DISSENTING SHAREHOLDERS
If the shares acquired by Tyson and its associates pursuant to, or
in contemplation of, Tyson's tender offer are accorded full voting
rights by the adoption of the Tyson proposal (Proposal No. 1) at the
Special Meeting, and the Tyson tender offer is consummated so that Tyson
acquires beneficial ownership of shares of WLR Foods stock which are
entitled to cast a majority of the votes which could be cast in an
election of directors (Majority Control), WLR Foods shareholders who do
not vote in favor of the Tyson proposal (Proposal No. 1) will be
entitled to exercise dissenters' rights (Dissenters' Rights) to receive
the fair value of their WLR Foods shares pursuant to Article 15 of the
Virginia Stock Corporation Act, as amended by certain provisions of the
Control Share Statute. Any shareholder who votes for the Tyson
proposal (Proposal No. 1) will lose his right to exercise Dissenters'
Rights.
A copy of Article 15, as well as the provisions of the Control
Share Acquisition Statute which amends Article 15, is included with this
Proxy Statement as Appendix III and the following dissenters' rights
<PAGE>8
description is qualified in its entirety by reference to Appendix III
and any amendments to such provisions as may be adopted after the date
of this Proxy Statement.
Dissenters' Rights are available to all WLR Foods shareholders who
do not vote in favor of the Tyson proposal if the Tyson proposal is
approved at the Special Meeting and Tyson obtains Majority Control. If
Tyson acquires Majority Control, within ten days thereafter WLR Foods
will deliver a dissenters' notice in writing to all WLR Foods
shareholders who did not vote in favor of the Tyson proposal (Proposal
No. 1). The dissenters' notice will set forth instructions as to how
such shareholders may demand payment for their shares and will set forth
a date by which payment must be received, which date may not be fewer
than 30 nor more than 60 days after the date of delivery of the
dissenters' notice. The dissenting shareholder must then send his
demand for payment to WLR Foods, certify that he acquired beneficial
ownership of the shares before or after the date set forth in the
dissenters' notice, and deposit his WLR Foods stock certificates in
accordance with the terms of the dissenters' notice. A shareholder who
does not demand payment and deposit his share certificates where
required will not be entitled to payment under the Dissenters' Rights
provisions.
Except as provided below with respect to after-acquired shares,
within 30 days after receipt of payment demand (as set forth) above from
a dissenting WLR Foods shareholder, WLR Foods will pay the dissenter its
estimate of the fair value of his stock which shall not be less than the
highest price per share paid in Tyson's control share acquisition, as
adjusted for any subsequent share dividends or reverse share splits or
similar changes, plus accrued interest. A dissenter may notify WLR
Foods in writing of his own estimate of the fair value of his shares and
the amount of interest due and demand payment of such estimate, or
reject WLR Foods offer and demand payment of the fair value of his
shares and interest due if the dissenter believes that the amount paid
is less than the fair value of his shares or that the interest due is
incorrectly calculated. A dissenter waives the right to demand such
payment unless he notifies WLR Foods of such demand in writing within 30
days after WLR Foods made or offered payment for the shares.
If a shareholder's demand for payment remains unsettled, WLR Foods
will commence a proceeding within 60 days after receiving the payment
demand and will petition the appropriate Virginia Circuit Court to
<PAGE>9
determine the fair value of the shares and accrued interest. If WLR
Foods does not commence such proceeding within the 60-day period, it
must pay each dissenter whose demand remains unsettled the amount
demanded. Each dissenter made a party to the proceeding is entitled to
judgment for the amount, if any, by which the court finds the fair value
of his shares, plus interest, exceeds the amount paid by WLR Foods. The
court will determine all costs of the proceeding, including reasonable
compensation and expenses of appraisers appointed by the court and
assess the cost against the Company or against all or some of the
dissenters in amounts the court finds equitable to the extent the court
finds that the dissenters did not act in good faith in demanding
payment.
Tyson's proxy statement reports that Tyson may seek to avoid
payment of Dissenters' Rights by requiring WLR Foods to amend its bylaws
in the event of a negotiated transaction prior to Tyson acquiring
Majority Control.
Any shareholder who chooses to exercise his Dissenters' Rights
should carefully review the provisions of Article 15 and other relevant
provisions of the Virginia Stock Corporation Act and are urged to
consult with their legal advisor.
SECURITY OWNERSHIP OF CERTAIN PERSONS
The following table sets forth the number and percentage of shares
of Company common stock held as of April 2, 1994 by the only persons
who, to the knowledge of the Company, beneficially own 5% or more of the
Company's outstanding common stock.
______________________________________________________________________
Name and Address Number Beneficially Owned Percent of Class <F1>
______________________________________________________________________
William D. Wampler 605,974 <F2> 5.42%
Route 8, Box 112
Harrisonburg, VA 22801
Tyson Foods, Inc. 600,0633 <F3> 5.37%
WLR Acquisition Corp.
2210 West Oaklawn Drive
Springdale, AR 72762
______________________________________________________________________
[FN]
<F1> Based on 10,970,248 shares outstanding as of April 2,
1994 plus 204,750 shares which members of management have the
option to purchase within 60 days of April 2, 1994.
<PAGE>10
<F2> Includes 272,207 shares owned directly and as general
partner of Wampler Land, 133,637 shares owned by his wife,
18,793 shares owned by May Meadows Farms, Inc., of which Mr.
Wampler is an officer and director, 129,646 shares held as
trustee of the Charles W. Wampler, Sr. Family Trust, and 51,691
shares held as trustee of the Charles W. Wampler, Sr.
Charitable Annuity Trust. Mr. Wampler disclaims beneficial
interest in the shares owned by his wife or held by the Trusts.
<F3> Tyson Foods, Inc. owns 63 shares directly. The remaining
600,000 shares are beneficially owned by Tyson Foods, Inc.
indirectly through its ownership of all of the outstanding
capital stock of WLR Acquisition Corp.
The following table sets forth the number and percentage of shares
of Company common stock held as of April 2, 1994 by each of the
Company's directors, each executive officer of the Company who was
required to be named in the Cash Compensation Table of the Company's
1993 Proxy Statement, and by all directors and executive officers as a
group.
______________________________________________________________________
Name Number Beneficially Owned Percent of Class<F1>
______________________________________________________________________
John J. Broaddus 30,519 <F2> *
George E. Bryan 304,046 <F3> 2.7%
Charles L. Campbell 8,352 <F4> *
Stephen W. Custer 62,102 <F5> *
Calvin G. Germroth 12,020 <F6> *
William H. Groseclose 1,126 <F7> *
J. Craig Hott 70,047 <F8> *
James L. Keeler 141,253 <F9> 1.3%
Herman D. Mason 197,612 <F10> 1.8%
James L. Mason 85,830 <F11> *
V. Eugene Misner 59,054 <F12> *
Delbert L. Seitz 16,350 <F13> *
Charles W. Wampler, Jr. 347,989 <F14> 3.1%
William D. Wampler 605,974 <F15> 5.4%
14 directors and executive
officers as a group 1,759,572 <F16> 15.7%
<PAGE>11
[FN]
* Denotes percent ownership not exceeding 1% of the class of
common stock.
<F1> Based on 10,970,248 shares outstanding as of March 22, 1994
plus 204,750 shares which members of management have the
option to purchase within 60 days of April 2, 1994.
<F2> Includes 28,019 shares owned directly and 2,500 shares which
Mr. Broaddus has the option to purchase within 60 days of
April 2, 1994 through the
exercise of options.
<F3> Includes 105,264 shares owned directly and 198,782 shares
owned by his wife. Mr. Bryan disclaims beneficial interest in
the shares held by his wife.
<F4> All shares owned directly.
<F5> Includes 33,418 shares owned directly, 9,328 shares owned by
his wife, 17,923 shares held as custodian for Mr. Custer's
three children, and 1,433 shares owned by his daughter who
lives at Mr. Custer's home. Mr. Custer disclaims beneficial
interest in the shares owned by his wife and daughter or
held by him as custodian.
<F6> All shares owned directly and through a self-directed
retirement account.
<F7> All shares owned directly.
<F8> Includes 69,847 shares owned by E. E. Hott, Inc., of which
Mr. Hott is an officer and director, and 200 shares held by
his wife as custodian for Mr. Hott's two children. Mr. Hott
disclaims beneficial interest in the shares held by his wife
as custodian.
<F9> Includes 24,428 shares owned directly and through
self-directed retirement accounts, 15,575 shares owned by his
wife directly and through her self- directed retirement
account, and 101,250 shares which Mr. Keeler has the right to
purchase within 60 days of April 2, 1994 through the exercise
of options. Mr. Keeler disclaims beneficial interest in the
shares owned by his wife.
<F10> Includes 162,464 shares owned directly and 35,148 shares held
as trustee for the Louise T. Mason Trust. Mr. Mason disclaims
beneficial interest in the shares held by the Trust.
<F11> Includes 39,611 shares owned directly and through
self-directed retirement accounts, 685 shares owned by his
wife through her self-directed retirement account, 3,034
shares held as custodian for Mr. Mason's two children, and
42,500 shares which Mr. Mason has the right to purchase within
60 days of April 2, 1994 through the exercise of options.
Mr. Mason disclaims beneficial ownership in the shares owned
by his wife or held by him as custodian.
<PAGE>12
<F12> Includes 15,459 shares owned directly and through his self-
directed retirement account, 870 shares owned by his wife
through her self-directed retirement account, 225 owned by his
son who lives at Dr. Misner's house, and 42,500 shares which
Dr. Misner has the right to purchase within 60 days of
April 2, 1994 through the exercise of options. Dr. Misner
disclaims beneficial ownership in the shares owned by his wife
and son.
<F13> Includes 350 shares owned jointly with his wife and 16,000
shares which Mr. Seitz has the right to purchase within 60
days of April 2, 1994 through the exercise of options.
<F14> Includes 121,342 shares owned directly and as general partner
of Wampler Land, 45,310 shares owned by his wife, 129,646
shares held as trustee of the Charles W. Wampler, Sr. Family
Trust, and 51,691 shares held as trustee of the Charles W.
Wampler, Sr. Charitable Annuity Trust. Mr. Wampler disclaims
beneficial interest in the shares owned by his wife or held by
the Trusts.
<F15> Includes 272,207 shares owned directly and as general partner
of Wampler Land, 133,637 shares owned by his wife, 18,793
shares owned by May Meadows Farms, Inc., of which Mr. Wampler
is an officer and director, 129,646 shares held as trustee of
the Charles W. Wampler, Sr. Family Trust, and 51,691
shares held as trustee of the Charles W. Wampler, Sr.
Charitable Annuity Trust. Mr. Wampler disclaims beneficial
interest in the shares owned by his wife or held by the
Trusts.
<F16> This number does not reflect the sum of all of the preceding
number of shares beneficially owned by all of the above-named
directors and officers since 1,365 shares held by Charles W.
Wampler, Jr. and William D. Wampler as general partners of
Wampler Land, and 181,337 shares held as trustees by both
Charles W. Wampler, Jr. and William D. Wampler have been taken
into account in determining the number of shares beneficially
owned by each of Charles W. Wampler, Jr. and William D.
Wampler, individually. In addition, this amount includes the
204,750 shares which the group has the right to purchase
within 60 days of April 2, 1994 through the exercise of
options.
Two other officers of the Company hold stock as follows: Jane T.
Brookshire, Vice President of Human Resources, owns 1,133 shares
directly and through her self-directed individual retirement account and
459 shares jointly with her husband; and Gayle S. Payne, Assistant
Secretary, owns 33 shares jointly with her husband.
Tyson has asserted in legal proceedings that Herman D. Mason,
George E. Bryan, Charles W. Wampler, Jr. and William D. Wampler each is
an officer and/or employee of the Company for purposes of the Control
Share Statute and that, accordingly, some or all of the shares shown
above as beneficially owned by such persons are "interested shares"
<PAGE>13
under the Control Share Statute. The Company disagrees with Tyson's
position and is seeking a determination that shares owned by these
persons are Disinterested Shares. If the Company's position is not
upheld by the Court, the number of Disinterested Shares may be reduced,
thereby reducing the number of vote required to approve the Tyson
proposal (Proposal No. 1).
INTERESTS OF CERTAIN PERSONS
The Company has always been fortunate to have directors who are
actively involved in, and knowledgeable about, the Company's businesses.
As a result, the Company has certain business relationships with these
directors or their families on the same bases and terms as transactions
with unrelated parties. Tyson [is claiming] [may claim] that these
relationships give these directors interests in addition to your
interests as a shareholder. Like we've done in the past, we again want
to tell you about them here in the Company's Proxy Statement .
The following table identifies (i) amounts in excess of $60,000
paid by the Company to each of the directors, members of their immediate
family, and entities related to the directors who were contract growers
with the Company during the period beginning July 4, 1993 and ending
April 1, 1994, and (ii) amounts paid to directors who were contract
growers if such payments exceeded five percent 5% of the director's
gross revenues for such activity during such time. All such
transactions were on the same bases and terms as transactions with
unrelated parties.
Total Amount Received from the
Directors Company and its Subsidiaries
J. Craig Hott
Hott's Farming, Inc. $ 216,587
James L. Keeler
Gregory Keeler, his son $ 90,036
Charles W. Wampler, Jr.
Sunny Creek $ 110,827
C. W. Wampler & Sons $ 158,768
William D. Wampler
May Meadows Farm, Inc. $ 127,647
C. W. Wampler & Sons $ 158,768
Charles L. Campbell $ 59,971
Timothy Campbell, his son $ 23,683
Calvin G. Germroth $ 27,825
<PAGE>14
During the period beginning July 4, 1993 and ending April 1, 1994,
the Company purchased, either directly or through third-party suppliers,
$225,545 worth of fuel oil and propane from Franklin Oil Co., Inc., of
which J. Craig Hott is a director and minority shareholder. The prices
and terms were comparable to those of other oil companies in the area.
During the same period, the Company paid $15,102 to Custer
Associates, Inc., a consulting firm owned by Stephen W. Custer, which
assisted with the Company-wide quality control program. The terms of
this arrangement were competitive and fully disclosed to the Board.
The Company also has entered into severance agreements with each of
James L. Keeler, Delbert L. Seitz, James L. Mason, John J. Broaddus and
V. Eugene Misner (the Severance Agreements). Pursuant to the Severance
Agreements, each of these individuals is entitled to certain payments
(described below) if the Company terminates their employment during a
specified period following a "Change in Control" of the Company.
Tyson's completion of its tender offer would constitute a "Change in
Control" for purposes of these agreements.
The severance agreements for each of Messrs. Keeler, Seitz and
Mason provide that if the Company terminates his employment during the
three year period following a Change in Control of the Company, other
than for death, Cause (as defined in the Severance Agreement) or
Disability (as defined in the severance agreement), or if he resigns for
Good Reason (as defined in the severance agreement) during such three
year period, he is entitled to receive an amount in cash (the Severance
Payment) equal to three times his total annual compensation, which
includes: (A) the higher of (x) his annual base salary on the date of
termination or (y) his annual base salary in effect immediately prior to
the Change in Control and (B) an amount equal to the average of the
<PAGE>15
bonuses awarded to him in each of the three previous years, including,
in the case of Mr. Keeler, any bonuses awarded pursuant to any deferred
compensation arrangements. In the event that such payments become
subject to an excise tax imposed by Section 4999 of the Internal Revenue
Code (or any similar tax), the employee shall be entitled to receive a
"gross-up" payment in respect of such taxes and in respect of any taxes
on such gross-up payment as specified in his severance agreement. These
severance agreements also provide for the continuation of employee
welfare benefits (such as health insurance) for three years after
termination if his employment is terminated during such three year
period. In addition, Mr. Keeler will be entitled to receive the
Severance Payment and other severance benefits if he resigns for any
reason during the 30-day period immediately following the first
anniversary of a Change in Control. The severance agreements for
Messrs. Broaddus and Misner are similar to those described above for
Messrs. Seitz and Mason except they cover a two year period after a
Change in Control, the amount payable is equal to one and one-half times
his total annual compensation, and employee welfare benefits will
continue for one and one-half years if his employment is terminated
during such two year period.
OTHER MATTERS
The Company is not aware of any other substantive matter to be
considered at the Special Meeting and does not believe any other matter
will come before the Special Meeting. However, if any other matter
properly comes before the Special Meeting, the persons named as proxies
will vote all proxies held by them according to their best judgment.
All information regarding stock ownership by Tyson Foods, Inc. and
WLR Acquisition Corp. is based upon documents and records on file with
the Securities and Exchange Commission. Although the Company does not
<PAGE>16
have any knowledge that would indicate that any statements contained
herein based upon such documents and records are untrue, the Company
does not take any responsibility for the accuracy or completeness of any
such information contained herein, or for any failure by Tyson Foods,
Inc. or WLR Acquisition Corp. to disclose any events that may have
occurred and may affect the significance or accuracy of any such
information but which are unknown to the Company.
SHAREHOLDER PROPOSALS
Shareholders are reminded that proposals of shareholders intended
to be presented at the Company's 1994 annual meeting must be received by
the Secretary of the Company, at its principal executive offices, P.O.
Box 7000, Broadway, Virginia 22815, for possible inclusion in its proxy
statement relating to that meeting by May 24, 1994.
ADDITIONAL MATTERS
If you have any questions about how to vote your shares, please
call us at (703) 896-7001. You may also call our proxy advisor, D.F.
King & Co., Inc., toll-free, at (800) 669-5550. If you need additional
copies of WLR Foods' Schedule 14D-9, or would like information on how to
withdraw shares you may have tendered into Tyson's tender offer, please
call D.F. King & Co., Inc. at the above number.
By Order of the Board of Directors
Delbert L. Seitz, Secretary
<PAGE>17
APPENDIX I
VIRGINIA CODE, TITLE 13.1, CHAPTER 9
Article 14.1
Section 13.1-728.1. Definitions. -- As used in this article:
"Acquiring person," with respect to any issuing public corporation,
means any person who has made or proposes to make a control share
acquisition of shares of such issuing public corporation.
"Beneficial ownership" means the sole or shared power to dispose or
direct the disposition of shares, or the sole or shared power to vote or
direct the voting of shares, or the sole or shared power to acquire
shares, including any such power which is not immediately exercisable,
whether such power is direct or indirect or through any contract,
arrangement, understanding, relationship or otherwise. A person shall
not be deemed to be a beneficial owner of shares tendered pursuant to a
tender or exchange offer made by such person until the tendered shares
are accepted for purchase or exchange. A person shall not be deemed to
be a beneficial owner of shares as to which such person may exercise
voting power solely by virtue of a revocable proxy conferring the right
to vote. A member of a national securities exchange shall not be deemed
to be a beneficial owner of shares held directly or indirectly by it on
behalf of another person solely because such member is the record holder
of such securities and, pursuant to the rules of such exchange, may
direct the vote of such shares, without instructions, on other than
contested matters or matters that may affect substantially the rights or
privileges of the holders of the shares to be voted but is otherwise
precluded by the rules of such exchange from voting without
instructions.
"Control share acquisition" means the direct or indirect
acquisition, other than in an excepted acquisition, by any person of
beneficial ownership of shares of an issuing public corporation that,
except for this article, would have voting rights and would, when added
to all other shares of such issuing public corporation which then have
voting rights and are beneficially owned by such person, would cause
such person to become entitled, immediately upon acquisition of such
shares, to vote or direct the vote of, shares having voting power within
any of the following ranges of the votes entitled to be cast in an
election of directors: (i) one-fifth or more but less than one-third of
such votes; (ii) one-third or more but less than a majority of such
votes; or (iii) a majority or more of such votes. If voting rights are
granted pursuant to this article in respect of any such range to shares
so acquired by any person, any acquisition by such person of additional
shares shall not, for purposes of the preceding sentence, constitute a
control share acquisition unless, as a result of such acquisition, the
voting power of the shares beneficially owned by such person would be in
excess of such range in respect of which voting rights had previously
been granted. If this article applies to acquisitions of shares of an
issuing public corporation at the time of a control share acquisition of
any shares of such corporation, then shares acquired by the same person
within ninety days before or after such control share acquisition and
shares acquired by the same person pursuant to a plan to make a control
share acquisition are deemed to have been acquired in the same control
share acquisition for the purposes of this article, regardless of the
applicability of this article at the time of any other acquisitions of
shares during such periods or pursuant to such a plan.
"Excepted acquisition" means the acquisition of shares of an
issuing public corporation in any of the following circumstances:
1. Before January 26, 1988;
<PAGE>18
2. Pursuant to a binding contract in effect before January 26,
1988;
3. Pursuant to the laws of wills and decedents' estates;
4. Pursuant to the satisfaction of a pledge or other security
interest created in good faith and not for the purpose of circumventing
this article;
5. Pursuant to a merger or plan of share exchange effected in
compliance with Article 12 (Section 13.1-716 et seq.) of this chapter if
the issuing public corporation is a party to the agreement of merger or
plan of share exchange;
6. Pursuant to a tender or exchange offer that is made pursuant to
an agreement to which the issuing public corporation is a party;
7. Directly from the issuing public corporation, or from any of
its wholly owned subsidiaries, or from any corporation having beneficial
ownership of shares of the issuing public corporation having at least a
majority, before such transaction, of the votes entitled to be cast in
the election of directors of such issuing public corporation; or
8. In good faith and not for the purpose of circumventing this
chapter by or from any person (a "transferor") whose voting rights had
previously been authorized by shareholders in compliance with this
article, or whose previous acquisition of beneficial ownership of shares
would have constituted a control share acquisition but for any of
subdivisions 1 through 7 in this definition; however, any acquisition
described in this subdivision 8 shall constitute a control share
acquisition if as a result thereof any person acquires beneficial
ownership of shares of such issuing public corporation having voting
power in the election of directors in excess of the range of votes
within which the transferor was authorized by this article to exercise
voting power immediately before such acquisition.
"Interested shares" means the shares of an issuing public
corporation the voting of which in an election of directors may be
exercised or directed by any of the following persons: (i) an acquiring
person with respect to a control share acquisition; (ii) any officer of
such issuing public corporation; or (iii) any employee of such issuing
public corporation who is also a director of the corporation.
"Issuing public corporation" means a domestic corporation that has
300 or more shareholders.
"Person" means any individual, domestic corporation, foreign
corporation, partnership, unincorporated association or other entity,
and any associate of any such person. For this purpose, "associate"
shall mean (i) any other person who directly or indirectly controls, or
is controlled by or under common control with, any such person or who is
acting or intends to act jointly or in concert with any such person in
connection with the acquisition of or exercise of beneficial ownership
over shares; (ii) any corporation or organization of which any such
person is an officer, director or partner or as to which any such person
performs a similar function; (iii) any other person having direct or
indirect beneficial ownership of ten percent or more of any class of
equity securities of any such person; (iv) any trust or estate in which
any such person has a beneficial interest or as to which any such person
serves as trustee or in a similar fiduciary capacity; and (v) any
relative or spouse of any such person, or any relative of such spouse,
any one of whom has the same residence as any such person. For this
purpose, "control" shall mean the possession, direct or indirect, of the
power to direct or to cause the direction of the management or policies
or a person, whether through the ownership of voting securities, by
contract, agreement or understanding, or otherwise.
The "votes" entitled to be cast by any share shall, if any voting
<PAGE>19
group is entitled to vote for less than the total number of directors to
be elected at any election, be determined by multiplying the number of
votes entitled to be cast by the holder of such share by the number of
directors for whom such holder is entitled to vote; however, beneficial
ownership of a majority of the shares comprising any such voting group
shall be deemed to entitle such beneficial owner to cast all the votes
of the shares in such voting group.
Section 13.1-728.2. Application. -- Unless, at the time of any
control share acquisition with respect to an issuing public corporation,
such corporation's articles of incorporation or bylaws provide that this
article does not apply to acquisitions of shares of such corporation,
shares of such corporation acquired in such control share acquisition
have only such voting rights as are conferred by
Section 13.1-728.3. Unless by midnight of the fourth day following (i)
the receipt by the secretary of the corporation at the principal office
of the corporation, of a notice expressly and specifically describing a
proposed control share acquisition, or (ii) in case the proposed control
share acquisition is to be made by tender offer, a public announcement,
the corporation's articles of incorporation or bylaws provide that this
article does not apply, then the provisions of Section 13.1-728.3 shall apply
to shares to be acquired in such control share acquisition.
Section 13.1-728.3. Voting rights. -- A. Notwithstanding any
contrary provision of this chapter, shares acquired in a control share
acquisition have no voting rights unless voting rights are granted by
resolution adopted by the shareholders of the issuing public
corporation. If such a resolution is adopted, such shares shall
thereafter have the voting rights they would have had in the absence of
this article.
B. To be adopted under this section, the resolution shall be
approved by a majority of all the votes which could be cast in a vote on
the election of directors by all the outstanding shares other than
interested shares. Interested shares shall not be entitled to vote on
the matter, and in determining whether a quorum exists, all interested
shares shall be disregarded. For the purpose of this subsection, the
interested shares shall be determined as of the record date for
determining the shareholders entitled to vote at the meeting.
C. If no resolution is adopted under this section in respect of
shares acquired in a control share acquisition and beneficial ownership
of such shares is subsequently transferred in circumstances where the
transferor no longer has beneficial ownership of such shares and the
transferee is not engaged in a control share acquisition, then such
shares shall thereafter have the voting rights they would have had in
the absence of this article.
Section 13.1-728.4. Control share acquisition statement. -- Any
acquiring person may, after any control share acquisition or before any
proposed one, deliver a control share acquisition statement to the
issuing public corporation at its principal office. The control share
acquisition statement shall set forth all of the following:
1. The identity of the acquiring person and each other member of
any group of which the person is a part for purposes of determining the
shares owned or to be owned, beneficially, by the acquiring person.
2. A statement that the control share acquisition statement is
given pursuant to this article.
3. The number of shares of the issuing public corporation
beneficially owned by the acquiring person and each other member of the
<PAGE>20
group.
4. The range of voting power under which the control share
acquisition falls or would, if consummated, fall.
5. A description in reasonable detail of the terms of the control
share acquisition or the proposed control share acquisition, including
but not limited to:
a. The source of funds or other consideration and the material
terms of the financial arrangements for the control share acquisition;
b. Any plans or proposals of the acquiring person to liquidate
the issuing public corporation, to sell all or substantially all of its
assets, to merge it or exchange its shares with any other person, to
change the location of its principal executive office or a material
portion of its business activities, to change materially its management
or policies of employment, to alter materially its relations with
suppliers or customers or the communities in which it operates, or to
make any other material change in its business, corporate structure,
management or personnel;
c. Any plans or proposals of the acquiring person to acquire
additional shares (including additional shares within the range set
forth in the statement) or to dispose of any shares; and
d. Such other information which could reasonably be expected
to affect materially the decision of a shareholder with respect to
granting voting rights to shares acquired or proposed to be acquired in
the control share acquisition.
6. If the control share acquisition has not taken place,
representations of the acquiring person, together with a statement in
reasonable detail of the facts upon which they are based, that the
control share acquisition, if consummated, will not be contrary to law,
and that the acquiring person has the financial capacity to make the
proposed control share acquisition. For this purpose, financial
capacity shall only be deemed to include (i) cash and cash equivalents
in excess of normal working capital requirements and (ii) funds to be
provided under legally binding commitments from financial institutions
having the capability to advance such funds. If the funds to be
provided under such commitments are included in the demonstration of
financial capacity, the control share acquisition statement shall be
accompanied by complete copies of all such commitments and a written
description of all oral understandings concerning the terms and
conditions of such commitments.
Section 13.1-728.5. Meeting of shareholders. -- A. If the
acquiring person so requests at the time of delivery of a control share
acquisition statement and gives an undertaking to pay the corporation's
expenses of a special meeting, within ten days thereafter the directors
of the issuing public corporation shall call a special meeting of
shareholders for the purpose of considering the voting rights to be
granted the shares acquired or to be acquired in the control share
acquisition.
B. Unless the acquiring person agrees in writing to another date,
the special meeting of shareholders shall be held within fifty days
after receipt by the issuing public corporation of the request.
C. If the acquiring person so requests in writing at the time of
delivery of the control share acquisition statement, the special meeting
shall not be held sooner than thirty days after receipt by the issuing
public corporation of the acquiring person's statement.
D. If the acquiring person makes no request under subsection A of
this section but delivers, no later than thirty days before the intended
date of notice of an annual meeting of shareholders, a control share
acquisition statement with respect to shares acquired in a control share
acquisition, the voting rights to be granted such shares shall be
<PAGE>21
considered by any such annual meeting.
E. Notwithstanding any contrary provision of this chapter, an
appointment of a proxy that confers authority to vote on the granting of
voting rights pursuant to this article shall be solicited separately
from any offer to purchase, or from any solicitation of an offer to
sell, shares of the issuing public corporation, and may not be solicited
sooner than thirty days before the meeting unless otherwise agreed to in
writing by the acquiring person and the issuing public corporation. No
such appointment may be solicited or voted unless the appointment
expressly provides that it is revocable at all times until the
completion of the vote.
F. Notwithstanding subsection A of this section, the directors of
the issuing public corporation may decline to call a special meeting of
shareholders requested under such subsection if they determine that, at
the time of such request, the acquiring person does not beneficially own
shares having at least five percent of the votes entitled to be cast at
an election of directors. If the directors so decline and if the
control share acquisition statement accompanying such request was
delivered no later than thirty days before the intended date of notice
of an annual meeting of shareholders, the voting rights to be granted
shares acquired or to be acquired in the control share acquisition
described in the control share acquisition statement shall be considered
at such annual meeting.
G. The control share acquisition statement required pursuant to
subsections A, C, D and E of this section shall be delivered under and
meet the requirements of Section 13.1-728.4.
Section 13.1-728.6. Notice to shareholders. -- A. If a special
meeting of shareholders is required to be called pursuant to
Section 13.1-728.5, notice of the special meeting shall be given as
promptly as reasonably practicable by the issuing public corporation to
all shareholders of record as of the record date set for the meeting,
whether or not entitled to vote at the meeting.
B. Notice of the special or annul shareholders meeting at which
the voting rights are to be considered shall include or be accompanied
by the following:
1. A copy of the control share acquisition statement delivered
pursuant to this article.
2. A statement by the board of directors of the corporation,
authorized by its directors, of its position or recommendation, or that
it is taking no position or making no recommendation, with respect to
the granting of voting rights to shares acquired in the control share
acquisition or the proposed control share acquisition.
Section 13.1-728.7. Redemption. -- A. If authorized in a
corporation's articles of incorporation or bylaws before a control share
acquisition has occurred, the shares acquired in such control share
acquisition with respect to which no control share acquisition statement
has been filed with the issuing public corporation may, at any time
during the period ending sixty days after the last acquisition of such
shares by the acquiring person, be redeemed by the corporation at the
redemption price specified in subsection C of this section.
B. If authorized in a corporation's articles of incorporation or
bylaws before a control share acquisition has occurred, shares acquired
in such control share acquisition with respect to which the shareholders
have failed to grant voting rights at a special meeting or, if no
special meeting for such purpose has been convened, at an annual meeting
may, at any time during the period ending sixty days after such meeting,
be redeemed by the corporation at the redemption price specified in
<PAGE>22
subsection C of this section.
C. The redemption price for shares to be redeemed under this
section shall be the number of such shares multiplied by the dollar
amount (rounded to the nearest cent) equal to the average per share
price, including any brokerage commissions, transfer taxes and
soliciting dealer's fees, paid by the acquiring person for such shares.
The corporation may rely conclusively on public announcements by, or
filings with the Securities and Exchange Commission by, the acquiring
person as to the prices so paid.
Section 13.1-728.8. Dissenters' Rights. -- A. Unless otherwise
provided in a corporation's articles of incorporation or bylaws before
a control share acquisition has occurred, in the event shares acquired
in a control share acquisition are accorded full voting rights and the
acquiring person has beneficial ownership of shares entitled to cast a
majority of the votes which could be cast in an election of directors,
all shareholders of the issuing public corporation other than the
acquiring person have the right to dissent from the granting of voting
rights and to demand payment of the fair value of their shares under
Article 15 (Section 13.1-729 et seq.) of this chapter as though such
granting of voting rights were a corporate action described in
subsection A of Section 13.1-730, except that the provisions of
subsection C of Section 13.1-730 shall not be applicable and the
failure to vote in favor of the granting of voting rights shall be
deemed to constitute compliance with the requirements of subsection A of
Section 13.1-733.
B. For the purposes of this section "fair value" shall in no event
be less than the highest price per share paid in the control share
acquisition, as adjusted for any subsequent share dividends or reverse
share splits or similar changes.
Section 13.1-728.9. Nonexclusivity. -- Except as expressly
provided in this article, neither the provisions of this article nor
their application to any acquiring person shall limit actions that may
be taken, or require the taking of any action, by the board of directors
or shareholders with respect to any potential changes in control of any
issuing public corporation. In the case of any action taken or not
taken by directors, the provisions of Section 13.1-690 shall apply, and,
in determining the best interests of the corporation, a director may
consider the possibility that those interests may best be served by the
continued independence of the corporation.
The following definitions apply generally to the provisions of the
Virginia Stock Corporation Act (Chapter 9 of Title 13.1), including
Article 14.1 set forth above.
Section 13.1-603. Definitions. -- In this chapter [Chapter 9]:
"Articles of incorporation" means all documents constituting, at
any particular time, the charter of a corporation. It includes the
original charter issued by the General Assembly, a court or the
Commission and all amendments including certificates of merger, except
a certificate of merger with a subsidiary pursuant to Section 13.1-719,
consolidation, serial designation, reduction or correction. It excludes
articles of exchange filed by an acquiring corporation. When the
articles of incorporation have been restated pursuant to any articles of
amendment or merger, it includes only the restated articles of
incorporation, including any articles of serial designation, without the
accompanying articles of amendment or merger.
"Authorized shares" means the shares of all classes a domestic or
<PAGE>23
foreign corporation is authorized to issue.
"Certificate," when relating to articles filed with the Commission,
means the order of the Commission that makes the articles effective,
together with the articles.
"Commission" means the State Corporation Commission of Virginia.
"Conspicuous" means so written that a reasonable person against
whom the writing is to operate should have noticed it. For example,
printing in italics or boldface or contrasting color, or typing in
capitals or underlined, is conspicuous.
"Corporation" or "domestic corporation" means a corporation
authorized by law to issue shares, irrespective of the nature of the
business to be transacted, organized under this Act or existing pursuant
to the laws of this Commonwealth on January 1, 1986, or merged with a
corporation of this Commonwealth in such manner as thereby to become a
domestic corporation of this Commonwealth, even though also remaining a
corporation of another state or states.
"Deliver" includes mail.
"Derivative proceeding" means a civil suit in the right of a
domestic corporation or, to the extent provided in Article 8.1
(Section 13.1-672.1 et seq.) of Chapter 9 of this title, a foreign
corporation.
"Distribution" means a direct or indirect transfer of money or
other property, except its own shares, or incurrence of indebtedness by
a corporation to or for the benefit of its shareholders in respect of
any of its shares. A distribution may be in the form of a declaration
or payment of a dividend; a purchase, redemption, or other acquisition
of shares; a distribution of indebtedness of the corporation; or
otherwise. Distribution does not include acquisition by a corporation
of its shares from the estate or personal representative of a deceased
shareholder, or any other shareholder, but only to the extent the
acquisition is effected using the proceeds of insurance on the life of
such deceased shareholder and the board of directors approved the policy
and the terms of the redemption prior to the shareholder's death.
"Domestic limited liability company" has the same meaning as
specified in Section 13.1-1002.
"Domestic limited partnership" has the same meaning as specified in
Section 50-73.1.
"Effective date of notice" is defined in Section 13.1-610.
"Employee" includes an officer but not a director. A director may
accept duties that make him also an employee.
"Entity" includes corporation and foreign corporation; nonstock
corporation; profit and not-for-profit unincorporated association;
business trust, estate, partnership, trust, and two or more persons
having a joint or common economic interest; and state, United States and
foreign government.
"Foreign corporation" means a corporation authorized by law to
issue shares, organized under laws other than the laws of this
Commonwealth.
"Foreign limited liability company" has the same meaning as
specified in Section 13.1-1002.
"Foreign limited partnership" has the same meaning as specified in
Section 50-73.1.
"Government subdivision" includes authority, county, district, and
municipality.
"Includes" denotes a partial definition.
"Individual" includes the estate of an incompetent or deceased
individual.
"Means" denotes an exhaustive definition.
"Notice" is defined in Section 13.1-610.
<PAGE>24
"Person" includes individual and entity.
"Principal office" means the office, in or out of this
Commonwealth, where the principal executive offices of a domestic or
foreign corporation are located, or, if there are no such offices, the
office, in or out of this Commonwealth, so designated by the board of
directors. The designation of the principal office in the most recent
annual report filed pursuant to Section 13.1-775 shall be conclusive for
purposes of this chapter.
"Proceeding" includes civil suit and criminal, administrative, and
investigatory action conducted by a governmental agency.
"Record date" means the date established under Article 7
(Section 13.1-638 et seq.) or Article 8 (Section 13.1-654 et seq.) of
this chapter on which a corporation determines the identity of its
shareholders for purposes of this chapter.
"Share" means the unit into which the proprietary interests in a
corporation are divided.
"Shareholder" means the person in whose name shares are registered
in the records of the corporation, the beneficial owner of shares to the
extent of the rights granted by a nominee certificate on file with a
corporation, or the beneficial owner of shares held in a voting trust.
"State" when referring to a part of the United States, includes a
state and commonwealth, and their agencies and governmental
subdivisions; and a territory and insular possession, and their agencies
and governmental subdivisions, of the United States.
"Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation.
"United States" includes district, authority, bureau, commission,
department, and any other agency of the United States.
"Voting group" means all shares of one or more classes or series
that under the articles of incorporation or this chapter are entitled to
vote and be counted together collectively on a matter at a meeting of
shareholders. All shares entitled by the articles of incorporation or
this chapter to vote generally on the matter are for that purpose a
single voting group.
<PAGE>25
APPENDIX II
The text of the Tyson proposal (Proposal No. 1) is as follows:
VOTED, that any and all shares of Common Stock, no par value (the
"Shares"), of WLR Foods, Inc., a Virginia corporation, that have
previously been acquired by Tyson Foods, Inc., a Delaware corporation
("Tyson"), or any of its "associates" (as defined in Article 14.1 of the
Virginia Stock Corporation Act), or that may be acquired, directly or
indirectly, by Tyson or any of its associates, including, without
limitation, its wholly owned subsidiary, WLR Acquisition Corp., a
Delaware corporation (the "Purchaser"), pursuant to the Purchaser's
Offer to Purchase, dated March 9, 1994, as it may be amended from time
to time, and any Shares thereafter acquired by Tyson, the Purchaser or
any of their associates, shall have the same voting rights as all other
Shares.
YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE
"AGAINST" PROPOSAL NO. 1
<PAGE>26
APPENDIX III
VIRGINIA CODE, TITLE 13.1, CHAPTER 9
Excerpt from Article 14.1
Section 13.1-728.8. Dissenters' Rights. -- A. Unless otherwise
provided in a corporation's articles of incorporation or bylaws before
a control share acquisition has occurred, in the event shares acquired
in a control share acquisition are accorded full voting rights and the
acquiring person has beneficial ownership of shares entitled to cast a
majority of the votes which could be cast in an election of directors,
all shareholders of the issuing public corporation other than the
acquiring person have the right to dissent from the granting of voting
rights and to demand payment of the fair value of their shares under
Article 15 (Section 13.1-729 et seq.) of this chapter as though such
granting of voting rights were a corporate action described in
subsection A of Section 13.1-730, except that the provisions of
subsection C of Section 13.1-730 shall not be applicable and the
failure to vote in favor of the granting of voting rights shall be
deemed to constitute compliance with the requirements of subsection A of
Section 13.1-733.
B. For the purposes of this section "fair value" shall in no event
be less than the highest price per share paid in the control share
acquisition, as adjusted for any subsequent share dividends or reverse
share splits or similar changes.
VIRGINIA CODE, TITLE 13.1, CHAPTER 9
Article 15
Section 13.1-729. Definitions. In this article:
"Corporation" means the issuer of the shares held by a dissenter
before the corporate action, except that (i) with respect to a merger,
"corporation" means the surviving domestic or foreign corporation or
limited liability company by merger of that issuer, and (ii) with
respect to a share exchange, "corporation" means the acquiring
corporation by share exchange, rather than the issuer, if the plan of
share exchange places the responsibility for dissenters' rights on the
acquiring corporation.
"Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 13.1-730 and who exercises that right
when and in the manner required by Sections 13.1-732 through 13.1-739.
"Fair value," with respect to a dissenter's shares, means the value
of the shares immediately before the effectuation of the corporate
action to which the dissenter objects, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion
would be inequitable.
"Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by
the corporation on its principal bank loans or, if none, at a rate that
is fair and equitable under all the circumstances.
"Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee certificate on
file with a corporation.
"Beneficial shareholder" means the person who is a beneficial owner
of shares held by a nominee as the record shareholder.
"Shareholder" means the record shareholder or the beneficial
shareholder.
<PAGE>27
Section 13.1-730. Right to Dissent. -- A. A shareholder is
entitled to dissent from, and obtain payment of the fair value of his
shares in the event of, any of the following corporate actions:
1. Consummation of a plan of merger to which the corporation
is a party (i) if shareholder approval is required for the merger by
Section 13.1-718 or the articles of incorporation and the shareholder is
entitled to vote on the merger or (ii) if the corporation is a
subsidiary that is merged with its parent under Section 13.1-719;
2. Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired,
if the shareholder is entitled to vote on the plan;
3. Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation if the shareholder was entitled
to vote on the sale or exchange or if the sale or exchange was in
furtherance of a dissolution on which the shareholder was entitled to
vote, provided that such dissenter's rights shall not apply in the case
of (i) a sale or exchange pursuant to court order, or (ii) a sale
for cash pursuant to a plan by which all or substantially all of the net
proceeds of the sale will be distributed to the shareholders within one
year after the date of sale;
4. Any corporate action taken pursuant to a shareholder vote
to the extent the articles of incorporation, bylaws, or a resolution of
the board of directors provides that voting or nonvoting shareholders
are entitled to dissent and obtain payment for their shares.
B. A shareholder entitled to dissent and obtain payment for his
shares under this article may not challenge the corporate action
creating his entitlement unless the action is unlawful or fraudulent
with respect to the shareholder or the corporation.
C. Notwithstanding any other provision of this article, with
respect to a plan of merger or share exchange or a sale or exchange of
property there shall be no right of dissent in favor of holders of
shares of any class or series which, at the record date fixed to
determine the shareholders entitled to receive notice of and to vote at
the meeting at which the plan of merger or share exchange or the sale or
exchange of property is to be acted on, were (i) listed on a national
securities exchange or (ii) held by at least 2,000 record shareholders,
unless in either case:
1. The articles of incorporation of the corporation issuing
such shares provide otherwise;
2. In the case of a plan of merger or share exchange, the
holders of the class or series are required under the plan of merger or
share exchange to accept for such shares anything except:
a. Cash;
b. Shares or membership interests, or shares or membership
interests and cash in lieu of fractional shares (i) of the surviving or
acquiring corporation or limited liability company or (ii) of any other
corporation or limited liability company which, at the record date fixed
to determine the shareholders entitled to receive notice of and to vote
at the meeting at which the plan of merger or share exchange is to be
acted on, were either listed subject to notice of issuance on a national
securities exchange or held of record by at least 2,000 record
shareholders or members; or
c. A combination of cash and shares or membership
interests as set forth in subdivisions 2a and 2b of this subsection; or
3. The transaction to be voted on is an "affiliated
transaction" and is not approved by a majority of "disinterested
directors" as such terms are defined in Section 13.1-725.
D. The right of a dissenting shareholder to obtain payment of the
fair value of his shares shall terminate upon the occurrence of any one
<PAGE>28
of the following events:
1. The proposed corporate action is abandoned or rescinded;
2. A court having jurisdiction permanently enjoins or sets
aside the corporate action; or
3. His demand for payment is withdrawn with the written
consent of the corporation.
Section 13.1-731. Dissent by nominees and beneficial owners. --
A. A record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with respect
to all shares beneficially owned by any one person and notifies the
corporation in writing of the name and address of each person on whose
behalf he asserts dissenters' rights. The rights of a partial dissenter
under this subsection are determined as if the shares as to which he
dissents and his other shares were registered in the names of different
shareholders.
B. A beneficial shareholder may assert dissenters' rights as to
shares held on his behalf only if:
1. He submits to the corporation the record shareholder's
written consent to the dissent not later than the time the beneficial
shareholder asserts dissenters' rights; and
2. He does so with respect to all shares of which he is the
beneficial shareholder or over which he has power to direct the vote.
Section 13.1-732. Notice of dissenters' rights. -- A. If
proposed corporate action creating dissenters' rights under
Section 13.1-730 is submitted to a vote at a shareholders' meeting, the
meeting notice shall state that shareholders are or may be entitled to
assert dissenters' rights under this article and be accompanied by a
copy of this article.
B. If corporate action creating dissenters' rights under
Section 13.1-730 is taken without a vote of shareholders, the
corporation, during the ten-day period after the effectuation of such
corporate action, shall notify in writing all record shareholders
entitled to assert dissenters' rights that the action was taken and send
them the dissenters' notice described in Section 13.1-734.
Section 13.1-733. Notice of intent to demand payment. -- A. If
proposed corporate action creating dissenters' rights under
Section 13.1-730 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights (i) shall deliver to
the corporation before the vote is taken written notice of his intent to
demand payment for his shares if the proposed action is effectuated and
(ii) shall not vote such shares in favor of the proposed action.
B. A shareholder who does not satisfy the requirements of
subsection A of this section is not entitled to payment for his shares
under this article.
Section 13.1-734. Dissenters' notice. -- A. If proposed
corporate action creating dissenters' rights under Section 13.1-730 is
authorized at a shareholders' meeting, the corporation, during the ten-
day period after the effectuation of such corporate action, shall
deliver a dissenters' notice in writing to all shareholders who
satisfied the requirements of Section 13.1-733.
B. The dissenters' notice shall:
1. State where the payment demand shall be sent and where and
when certificates for certificated shares shall be deposited;
2. Inform holders of uncertificated shares to what extent
<PAGE>29
transfer of the shares will be restricted after the payment demand is
received;
3. Supply a form for demanding payment that includes the date
of the first announcement to news media or to shareholders of the terms
of the proposed corporate action and requires that the person asserting
dissenters' rights certify whether or not he acquired beneficial
ownership of the shares before or after that date;
4. Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty nor more than
sixty days after the date of delivery of the dissenters' notice; and
5. Be accompanied by a copy of this article.
Section 13.1-735. Duty to demand payment. -- A. A shareholder
sent a dissenters' notice described in Section 13.1-734 shall demand
payment, certify that he acquired beneficial ownership of the shares
before or after the date required to be set forth in the dissenters'
notice pursuant to paragraph 3 of subsection B of Section 13.1-734, and,
in the case of certificated shares, deposit his certificates in
accordance with the terms of the notice.
B. The shareholder who deposits his shares pursuant to
subsection A of this section retains all other rights of a shareholder
except to the extent that these rights are canceled or modified by the
taking of the proposed corporate action.
C. A shareholder who does not demand payment and deposits his
share certificates where required, each by the date set in the
dissenters' notice, is not entitled to payment for his shares under this
article.
Section 13.1-736. Share restrictions. -- A. The corporation
may restrict the transfer of uncertificated shares from the date the
demand for their payment is received.
B. The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder except
to the extent that these rights are canceled or modified by the taking
of the proposed corporate action.
Section13.1-737. Payment. -- A. Except as provided in
Section 13.1-738, within thirty days after receipt of a payment demand
made pursuant to Section 13.1-735, the corporation shall pay the
dissenter the amount the corporation estimates to be the fair value of
his shares, plus accrued interest. The obligation of the corporation
under this paragraph may be enforced (i) by the circuit court in the
city or county where the corporation's principal office is located, or,
if none in this Commonwealth, where its registered office is located or
(ii) at the election of any dissenter residing or having its principal
office in the Commonwealth, by the circuit court in the city or county
where the dissenter resides or has its principal office. The court
shall dispose of the complaint on an expedited basis.
B. The payment shall be accompanied by:
1. The corporation's balance sheet as of the end of a fiscal
year ending not more than sixteen months before the effective date of
the corporate action creating dissenters' rights, an income statement
for that year, a statement of changes in shareholders' equity for that
year, and the latest available interim financial statements, if any;
2. An explanation of how the corporation estimated the fair
value of the shares and of how the interest was calculated;
3. A statement of the dissenters' right to demand payment
under Section 13.1-739; and
4. A copy of this article.
<PAGE>30
Section 13.1-738. After-acquired shares. -- A. A corporation may
elect to withhold payment required by Section 13.1-737 from a dissenter
unless he was the beneficial owner of the shares on the date of the
first publication by news media or the first announcement to
shareholders generally, whichever is earlier, of the terms of the
proposed corporate action, as set forth in the dissenters' notice.
B. To the extent the corporation elects to withhold payment under
subsection A of this section, after taking the proposed corporate
action, it shall estimate the fair value of the shares, plus accrued
interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The corporation
shall send with its offer an explanation of how it estimated the fair
value of the shares and of how the interest was calculated, and a
statement of the dissenters' right to demand payment under
Section 13.1-739.
Section 13.1-739. Procedure if shareholder dissatisfied with
payment or offer. -- A A dissenter may notify the corporation in
writing of his own estimate of the fair value of his shares and amount
of interest due, and demand payment of his estimate (less any payment
under Section 13.1-737), or reject the corporation's offer under
Section 13.1-738 and demand payment of the fair value of his shares and
interest due, if the dissenter believes that the amount paid under
Section 13.1-737 or offered under Section 13.1-738 is less than the fair
value of his shares or that the interest due is incorrectly calculated.
B. A dissenter waives his right to demand payment under this
section unless he notifies the corporation of his demand in writing
under subsection A of this section within thirty days after the
corporation made or offered payment for his shares.
Section 13.1-740. Court action. -- A. If a demand for payment
under Section 13.1-739 remains unsettled, the corporation shall commence
a proceeding within sixty days after receiving the payment demand and
petition the circuit court in the city or county described in
subsection B of this section to determine the fair value of the shares
and accrued interest. If the corporation does not commence the
proceeding within the sixty-day period, it shall pay each dissenter
whose demand remains unsettled the amount demanded.
B. The corporation shall commence the proceeding in the city or
county where its principal office is located, or, if none in this
Commonwealth, where its registered office is located. If the
corporation is a foreign corporation without a registered office in this
Commonwealth, it shall commence the proceeding in the city or county in
this Commonwealth where the registered office of the domestic
corporation merged with or whose shares were acquired by the foreign
corporation was located.
C. The corporation shall make all dissenters, whether or not
residents of this Commonwealth, whose demands remain unsettled parties
to the proceeding as in an action against their shares and all parties
shall be served with a copy of the petition. Nonresidents may be served
by registered or certified mail or by publication as provided by law.
D. The corporation may join as a party to the proceeding any
shareholder who claims to be a dissenter but who has not, in the opinion
of the corporation, complied with the provisions of this article. If
the court determines that such shareholder has not complied with the
provisions of this article, he shall be dismissed as a party.
E. The jurisdiction of the court in which the proceeding is
commenced under subsection B of this section is plenary and exclusive.
The court may appoint one or more persons as appraisers to receive
<PAGE>31
evidence and recommend a decision on the question of fair value. The
appraisers have the powers described in the order appointing them, or in
any amendment to it. The dissenters are entitled to the same discovery
rights as parties in other civil proceedings.
F. Each dissenter made a party to the proceedings is entitled to
judgment (i) for the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by the
corporation or (ii) for the fair value, plus accrued interest, of his
after-acquired shares for which the corporation elected to withhold
payment under Section 13.1-738.
Section 13.1-741. Court costs and counsel fees. -- A. The
court in an appraisal proceeding commenced under Section 13.1-740 shall
determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The
court shall assess the costs against the corporation, except that the
court may assess costs against all or some of the dissenters, in amounts
the court finds equitable, to the extent the court finds the dissenters
did not act in good faith in demanding payment under Section 13.1-739.
B. The court may also assess the reasonable fees and expenses of
experts, excluding those of counsel, for the respective parties, in
amounts the court finds equitable:
1. Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially
comply with the requirements of Sections 13.1-732 through 13.1-739; or
2. Against either the corporation or a dissenter, in favor of
any other party, if the court finds that the party against whom the fees
and expenses are assessed did not act in good faith with respect to the
rights provided by this article.
C. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters similarly
situated, the court may award to these counsel reasonable fees to be
paid out of the amounts awarded the dissenters who were benefited.
D. In a proceeding commenced under subsection A of
Section 13.1-737 the court shall assess the costs against the
corporation, except that the court may assess costs against all or some
of the dissenters who are parties to the proceeding, in amounts the
court finds equitable, to the extent the court finds that such parties
did not act in good faith in instituting the proceeding.
The following definitions apply generally to the provisions of the
Virginia Stock Corporation Act (Chapter 9 of Title 13.1), including
Article 15 and the Article 14.1 excerpt set forth above.
Section 13.1-603. Definitions. -- In this chapter:
"Articles of incorporation" means all documents constituting, at
any particular time, the charter of a corporation. It includes the
original charter issued by the General Assembly, a court or the
Commission and all amendments including certificates of merger, except
a certificate of merger with a subsidiary pursuant to Section 13.1-719,
consolidation, serial designation, reduction or correction. It excludes
articles of exchange filed by an acquiring corporation. When the
articles of incorporation have been restated pursuant to any articles or
amendment or merger, it includes only the restated articles of
incorporation, including any articles of serial designation, without the
accompanying articles of amendment or merger.
"Authorized shares" means the shares of all classes a domestic or
foreign corporation is authorized to issue.
"Certificate," when relating to articles filed with the Commission,
<PAGE>32
means the order of the Commission that makes the articles effective,
together with the articles.
"Commission" means the State Corporation Commission of Virginia.
"Conspicuous" means so written that a reasonable person against
whom the writing is to operate should have noticed it. For example,
printing in italics or boldface or contrasting color, or typing in
capitals or underlined, is conspicuous.
"Corporation" or "domestic corporation" means a corporation
authorized by law to issue shares, irrespective of the nature of the
business to be transacted, organized under this Act or existing pursuant
to the laws of this commonwealth on January 1, 1986, or merged with a
corporation of this Commonwealth in such manner as thereby to become a
domestic corporation of this Commonwealth, even though also remaining a
corporation of another state or states.
"Deliver" includes mail.
"Derivative proceeding" means a civil suit in the right of a
domestic corporation or, to the extent provided in Article 8.1
(Section 13.1-672.1 et seq.) of Chapter 9 of this title, a foreign
corporation.
"Distribution" means a direct or indirect transfer of money or
other property, except its own shares, or incurrence of indebtedness by
a corporation to or for the benefit of its shareholders in respect of
any of its shares. A distribution may be in the form of a declaration
or payment of a dividend; a purchase, redemption, or other acquisition
of shares; a distribution of indebtedness of the corporation; or
otherwise. Distribution does not include acquisition by a corporation
of its shares from the estate or personal representative of a deceased
shareholder, or any other shareholder, but only to the extent the
acquisition is effected using the proceeds of insurance on the life of
such deceased shareholder and the board of directors approved the policy
and the terms of the redemption prior to the shareholder's death.
"Domestic limited liability company" has the same meaning as
specified in Section 13.1-1002.
"Domestic limited partnership" has the same meaning as specified in
Section 50-73.1
"Effective date of notice" is defined in Section 13.1-610.
"Employee" includes an officer but not a director. A director may
accept duties that make him also an employee.
"Entity" includes corporation and foreign corporation; nonstock
corporation; profit and not-for-profit unincorporated association;
business trust, estate, partnership, trust, and two or more persons
having a joint or common economic interest; and state, United States and
foreign government.
"Foreign corporation" means a corporation authorized by law to
issue shares, organized under laws other than the laws of this
Commonwealth.
"Foreign limited liability company" has the same meaning as
specified in Section 13.1-1002.
"Foreign limited partnership" has the same meaning as specified in
Section 50-73.1.
"Government subdivision" includes authority, county, district, and
municipality.
"Includes" denotes a partial definition.
"Individual" includes the estate of an incompetent or deceased
individual.
"Means" denotes an exhaustive definition.
"Notice" is defined in Section 13.1-610.
"Person" includes individual and entity.
"Principal office" means the office, in or out of this
<PAGE>33
Commonwealth, where the principal executive offices of a domestic or
foreign corporation are located, or, if there are no such offices, the
office, in or out of this Commonwealth, so designated by the board of
directors. The designation of the principal office in the most recent
annual report filed pursuant to Section 13.1-775 shall be conclusive for
purposes of this chapter.
"Proceeding" includes civil suit and criminal, administrative, and
investigatory action conducted by a governmental agency.
"Record date" means the date established under Article 7
(Section 13.1-638 et seq.) or Article 8 (Section 13.1-654 et seq.) of
this chapter on which a corporation determines the identity of its
shareholders for purposes of this chapter.
"Share" means the unit into which the proprietary interests in a
corporation are divided.
"Shareholder" means the person in whose name shares are registered
in the records of the corporation, the beneficial owner of shares to the
extent of the rights granted by a nominee certificate on file with a
corporation, or the beneficial owner of shares held in a voting trust.
"State" when referring to a part of the United States, includes a
state and commonwealth, and their agencies and governmental
subdivisions; and a territory and insular possession, and their agencies
and governmental subdivisions, of the United States.
"Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation.
"United States" includes district, authority, bureau, commission,
department, and any other agency of the United States.
"Voting group" means all shares of one or more classes or series
that under the articles of incorporation of this chapter are entitled to
vote and be counted together collectively on a matter at a meeting of
shareholders. All shares entitled by the articles of incorporation or
this chapter to vote generally on the matter are for that purpose a
single voting group.
<PAGE>34
[Back cover]
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 Tyson's proposal. To do so, please take
these two simple steps:
1. PLEASE SIGN, DATE and PROMPTLY MAIL
the enclosed WHITE proxy card in the
postage-paid envelope provided.
2. DO NOT RETURN ANY BLUE CARDS
sent to you by Tyson.
IF YOU VOTED TYSON'S BLUE PROXY CARD BEFORE RECEIVING YOUR WLR FOODS
WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL
CANCEL YOUR EARLIER VOTE SINCE ONLY YOUR LATEST 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 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.
______________________________________________________________________<PAGE>
<PAGE>35
Form of Proxy
[Front] WLR FOODS, INC.
P.O. Box 7000
Broadway, Virginia 22815
This Proxy is solicited by the Board of Directors of WLR
Foods, Inc. for the Special Meeting of Shareholders
to be held ___________, 1994
The undersigned hereby appoints ___________, ____________ and
____________ and each of them proxies for the undersigned with full
power of substitution, to vote all shares of common stock of WLR Foods,
Inc. which the undersigned is entitled to vote at the Special Meeting of
shareholders of the Company scheduled to be held on ______________,
1994, and any adjournments or postponements thereof, hereby revoking all
prior proxies on the matters set forth below as follows:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
"AGAINST" THE FOLLOWING TYSON PROPOSAL
1. PROPOSAL BY TYSON FOODS, INC. TO AUTHORIZE VOTING RIGHTS FOR THE
SHARES WHICH TYSON AND ITS ASSOCIATES HAVE ACQUIRED OR MAY ACQUIRE
IN CONNECTION WITH THEIR OFFER TO BUY WLR FOODS
___ AGAINST ___ FOR ___ ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such
matters as may properly come before the meeting or any adjournments
or postponements thereof.
IF PROPERLY EXECUTED, THE SUBMISSION OF THIS
PROXY REVOKES ALL PRIOR PROXIES.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN BY
THE UNDERSIGNED SHAREHOLDER(S), SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AGAINST THE PROPOSAL BY TYSON FOODS, INC. TO AUTHORIZE VOTING
RIGHTS FOR ITS SHARES OF WLR FOODS, INC. STOCK
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
Dated _________________, 1994
Please sign exactly as name appears at left
____________________________________
_____________________________________
_____________________________________
IMPORTANT: WHEN STOCK IS IN TWO OR MORE
NAMES, ALL SHOULD SIGN. WHEN SIGNING AS
AN ATTORNEY-IN-FACT, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN,
PARTNER OR OFFICER OF A CORPORATION,
GIVE TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.
