<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 14)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
WLR FOODS, INC.
(Name of Subject Company)
WLR FOODS, INC.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
929286 10 2
(CUSIP Number of Class of Securities)
Delbert L. Seitz
Chief Financial Officer
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
(703) 896-7001
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Copies to:
Neil T. Anderson, Esq. John W. Flora, Esq.
Sullivan & Cromwell Wharton, Aldhizer & Weaver
125 Broad Street 100 South Mason Street
New York, New York 10004 Harrisonburg, Virginia 22801
(212) 558-4000 (703) 434-0316
<PAGE>
<PAGE> 2
This Amendment No. 14 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated March 14,
1994, as amended (the "Schedule 14D-9"), filed by WLR Foods, Inc., a
Virginia corporation (the "Company"), relating to the tender offer
disclosed in the Schedule 14D-1, dated March 9, 1994, as amended (the
"Schedule 14D-1"), of the bidder, Tyson Foods, Inc., a Delaware corporation
(the "Bidder"), to, through its wholly-owned subsidiary, WLR Acquisition
Corp., purchase all of the outstanding Shares upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated March 9, 1994, and
the related Letter of Transmittal (together, the "Offer"). Capitalized
terms used and not defined herein shall have the meanings set forth in the
Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding thereto the
following:
Exhibit 38 -- Press Release, dated May 17, 1994.
<PAGE>
<PAGE> 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 18, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
<PAGE> 1
Exhibit 38
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS DENIES TYSON LETTER CLAIM OF A LEVERAGED BUY BACK
Broadway, Virginia, May 17, 1994 -- In reference to Don Tyson's letter of
May 17, 1994, WLR Foods Inc.'s (NASDAQ: WLRF) President and Chief
Executive Officer James L. Keeler denied Tyson's claim that the company
announced a leveraged buy back program in its recent shareholder letter.
Keeler further stated, "This Tyson letter is all part of a scare campaign in the
eleventh hour of a shareholders' meeting -- a meeting we look forward to.
Our most recent letter to shareholders did not speak to a leveraged buy back
program but instead spoke to options available to the board to increase our
capital base so that our company can continue growing profitably and
successfully for the future. Included in those alternatives were acquisitions,
share repurchase and other business purposes. Our recent and continued
performance and the improving economic environment further strengthens
our company's financial position and the options available to our company.
"Just as it always has done, the WLR Foods board of directors remains
committed to the best interests of its shareholders. The same management
that has done such an excellent job to date in building a successful Fortune
500 company is continuing to plan for enhancing shareholder value. We
have always run this company in a prudent manner with tremendous
success so far, and we are not about to change our business practices. We
are dedicated to our shareholders to provide a prosperous future for them,
our employees and poultry producers for years to come."
-- more --<PAGE>
<PAGE> 2
WLR FOODS DENIES TYSON LETTER CLAIM OF A LEVERAGED BUY
BACK
May 17, 1994
Page 2
WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-Longacre(R) label and retail Ice under
the Cassco(R) label. This Fortune 500 company, with current annual
revenues of $710 million, exports to more than 40 countries and has
processing operations in Virginia, West Virginia and Pennsylvania, close to
its major mid-Atlantic markets.
###
