SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
WLR FOODS, INC.
(Name of Issuer)
COMMON STOCK
NO PAR VALUE
(Title of Class of Securities)
929286 10 2
(CUSIP NUMBER)
Cuddy International Corporation
465 Richmond Street
Suite 600
London, Ontario
N6A 5PA Canada
Attn: Brian A. Cram
Tel No.: (519) 679-3971
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 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 statement because of Rule 13d-1
(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement.
<PAGE>
CUSIP No. 929286 10 2
13D
1 NAME OF REPORTING CUDDY FARMS, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 1,183,339 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
1,183,339 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,339 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 929286 10 2
13D
1 NAME OF REPORTING CUDDY INTERNATIONAL CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 1,183,340 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
1,183,340 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,340 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 929286 10 2
13D
1 NAME OF REPORTING A.M. CUDDY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
0WNED BY 8 SHARED VOTING POWER
EACH 1,183,340 shares
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
10 SHARED DISPOSITIVE POWER
1,183,340 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,340 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 5 of Schedule 13D dated July 27, 1994 is hereby amended to
include the following:
Item 5. Interest in Securities of the Company.
(a) On August 29, 1994, the Closing of the
transactions contemplated by the Asset Purchase Agreement
occurred, and 1,183,333 Shares were issued by the Company to the
Voting Trustee for the benefit of Cuddy under the Voting Trust
Agreement. An additional 165,000 Shares could have been issued
for the benefit of Cuddy under the Asset Purchase Agreement in
connection with certain post-closing adjustments. On October 26,
1994, Cuddy, Cuddy International, the Company and Wampler-
Longacre reached agreement on the post-closing adjustments and,
as a result, the additional 165,000 Shares will not be issued and
the cash portion of the purchase price was reduced by
approximately $6.3 million. The Reporting Persons currently
beneficially own the following numbers of Shares: Cuddy -
1,183,339 Shares; Cuddy International - 1,183,340 Shares; and
A.M. Cuddy - 1,183,340 Shares, representing approximately 9.7% of
the Shares of the Company outstanding. Each of the Reporting
Persons shares the power to vote and to dispose of the Shares
beneficially owned by him or it. Pursuant to the Asset Purchase
Agreement, Peter A. W. Green, President and Chief Executive
Officer of Cuddy International, has been elected a director of
the Company.
Except as set forth in this Item 5(a), neither the
Reporting Persons, Limited, Holdings nor, to the best of the
knowledge of any of the Reporting Persons, any of the persons
listed on Schedule I hereto beneficially owns any Shares.
(b) Except as set forth in Item 5(a), none of the
Reporting Persons, Limited, Holdings nor, to the best of the
knowledge of any of the Reporting Persons, any of the persons
listed on Schedule I hereto, currently has sole or shared power
to vote and to dispose of any Shares.
(c) Except as set forth in this Item 5(a) there have
been no acquisitions of Shares by the Reporting Persons, Limited,
Holdings nor, to the best of the knowledge of any of the
Reporting Persons, any of the persons listed in Schedule I hereto
since August 31, 1994.
(d) Inapplicable.
(e) Inapplicable.
<PAGE>
SIGNATURES
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.
Date: October 28, 1994
CUDDY FARMS, INC.
By: /s/ A.M. Cuddy
A.M. Cuddy, Chairman
CUDDY INTERNATIONAL CORPORATION
By: /s/ A.M. Cuddy
A.M. Cuddy, Chairman
A.M. CUDDY
/s/ A.M. Cuddy
A.M. Cuddy
<PAGE>
SIGNATURES
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.
Date: October 28, 1994
CUDDY FARMS, INC.
By:
A.M. Cuddy, Chairman
CUDDY INTERNATIONAL CORPORATION
By:
A.M. Cuddy, Chairman
A.M. CUDDY
A.M. Cuddy
