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Previous: WLR FOODS INC, SC 14D9/A, 1994-05-23 |
Next: DEFINED ASSET FUNDS CORP INC FD CASH OR ACCRETION BD SER 3, 497, 1994-05-23 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WLR Foods, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
929286102
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 20, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
Page 1 of 11 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 2
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P.
13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 475,900 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 475,900 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,900 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 3
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 25,700 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 25,700 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,700 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 4
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 117,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 117,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 5
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS L.P. 13-3544838
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 501,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 501,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 6
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 618,900 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 618,900 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,900 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 7
of
11 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 618,900 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 618,900 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
618,900 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
<PAGE>
Amendment No. 2 to Schedule 13D
This statement amends the Schedule 13D, dated May 2, 1994,
as amended by Amendment No. 1 to Schedule 13D, dated May 20, 1994
(the "Schedule 13D"), filed by Dickstein & Co., L.P. ("Dickstein
& Co."), Dickstein Focus Fund L.P. ("Dickstein Focus"), Dickstein
International Limited ("Dickstein International"), Dickstein
Partners, L.P. ("Dickstein Partners"), Dickstein Partners Inc.
("Dickstein Inc.") and Mark Dickstein with respect to the Common
Stock, no par value, (the "Common Stock"), of WLR Foods, Inc., a
Virginia corporation (the "Company"). Notwithstanding this
Amendment No. 2, the Schedule 13D speaks as of its date.
Capitalized terms used without definition have the meanings
ascribed to them in the Schedule 13D.
I. Items 5(a) and 5(c) of the Schedule 13D, "Interest
in Securities of the Issuer" are amended and restated as follows:
"(a) The Reporting Persons beneficially owned an
aggregate of 618,900 shares of Common Stock, representing
approximately 5.6% of the shares of Common Stock. Dickstein &
Co. beneficially owns 475,900 of such shares of Common Stock
(approximately 4.3% of the shares outstanding); Dickstein Focus
beneficially owns 25,700 of such shares of Common Stock
(approximately .2% of the shares outstanding); and Dickstein
International beneficially owns 117,300 of such shares of Common
Stock (approximately 1.1% of the shares outstanding)."
"(c) Except as set forth on Schedule II annexed hereto
and Schedule II to the Schedule 13D, none of the persons
identified in Item 2 has effected any transactions in the Common
Stock during the past 60 days."
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 23, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
<PAGE>
TRANSACTIONS IN COMMON
SCHEDULE II
STOCK OF WLR FOODS, INC.
Shares Sold by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
5/20/94 80,000 25.8478 25.00 2,067,799.00
5/20/94 32,000 26.5000 25.00 847,975.00
Shares Sold by Dickstein International Limited
Number of
Shares Price per Total
Date Sold share Commission Proceeds
5/20/94 20,000 25.8478 25.00 516,931.00
5/20/94 8,000 26.5000 25.00 211,975.00
Shares Purchased by Dickstein Focus Fund L.P.
Number of
Shares Price per Total
Date Sold share Commission Proceeds
5/20/94 2,500 26.5000 25.00 66,225.00
5/20/94 5,000 25.8476 25.00 129,214.00
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