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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
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Date of Report (Date of earliest
event reported) August 11, 1994
WLR Foods, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-17060 54-1295923
(State of (Commission File Number) IRS Employer
incorporation) Identification No.)
P.O. Box 7000 22815
Broadway, Virginia (Zip Code)
(Address of principal executive offices)
(703) 896-7001
(Registrant's telephone number,
including area code)
Highway 33 West, P.O. Box 228, Hinton, Virginia 22831
(Former name or former address, if changed since last report)
Exhibit Index is on Page 4
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Items 1-4. Not Applicable.
Item 5 Other Events.
On August 11, 1994 the Company released the press release which is set
forth in its entirety as an exhibit hereto.
Item 6. Not Applicable.
Item 7. Exhibits.
(99.1) Company press release dated August 11, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WLR Foods, Inc.
By: /s/______________________
Delbert L. Seitz
Chief Financial Officer
Secretary and Treasurer
Date: August 11, 1994
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EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
(99.1) Company press release dated August 11, 1994 5
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FOR IMMEDIATE RELEASE Contact: Gail Price, Director
of Corporate Communication
Phone: 703-896-0403
COURT UPHOLDS VIRGINIA TAKEOVER LAWS
TYSON WITHDRAWS NOMINEES FOR WLR FOODS BOARD
Broadway, Virginia, August 11, 1994 -- WLR Foods Inc. (NASDAQ: WLRF)
announced that the U. S. District Court for the Western District of
Virginia upheld the constitutionality of Virginia's takeover laws,
denying Tyson Foods' motion for a preliminary injunction. In a 28-
page opinion on August 9 by Federal Judge James H. Michael Jr., the
Court rejected Tyson's attack on the validity of Virginia statutes
applicable to hostile corporate takeover attempts of Virginia public
companies.
In commenting on these statutes, the Court stated, "Virginia has given
certain tools to shareholders and management, acting in the best
interests of the corporation, to ensure tender offers succeed only if
they are consistent with the long-term interests of the corporation."
The Court stated further, "If Virginia believes that hostile tender
offers have the potential to be harmful to the corporations that it
creates ... then it is permitted to enact regulations designed to
neutralize that harm." In respect to Virginia's Control Share -- Act
the law that governed WLR Foods recent special shareholders' meeting--
the Court held that the law "facilitates the free exercise of informed
choices by independent investors."
In an earlier ruling on June 21, the Court upheld WLR Foods position
on the voting rights of four WLR Foods board members and the record
date established by the WLR Foods board for purposes of that special
shareholders' meeting to vote on whether WLR Foods shares owned or
acquired by Tyson should have voting rights. At the special meeting
held May 21, WLR Foods shareholders voted overwhelmingly against
granting voting rights to Tyson for these shares of WLR Foods stock.
more
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COURT UPHOLDS VIRGINIA TAKEOVER LAWS
TYSON WITHDRAWS NOMINEES FOR WLR FOODS BOARD
August 11, 1994
Page 2
On August 10, the day after the Court's ruling, WLR Foods received
notice from Tyson that it "no longer [intends] to nominate candidates
for election as Directors of the Company at the Company's 1994 Annual
Meeting of Stockholders." Tyson had previously announced its
intention to nominate eight new directors to WLR Foods, committed to
selling WLR Foods to Tyson. On August 4, Tyson Foods terminated its
hostile tender offer for all outstanding shares of WLR Foods.
James L. Keeler, president and chief executive officer of WLR Foods,
said, "We are very gratified by these events. The Court's ruling in
favor of WLR Foods and its directors is good news not only for WLR
Foods shareholders, but for all shareholders of other Virginia public
companies. And Tyson's withdrawal of its proxy contest for WLR Foods
board is one more important indicator that he finally intends to honor
the wishes of our shareholders."
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 $720 million, exports to more than 40
countries and has processing operations in Virginia, West Virginia and
Pennsylvania, close to its major mid-Atlantic markets.
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