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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 5)
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
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This Amendment No. 5 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 21 -- Press Release, dated April 8, 1994.
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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: April 7, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
<PAGE> 1 Exhibit 21
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate
Communication
Phone: 703-896-0403
WLR FOODS NAMED TO FORTUNE 500
Broadway, Virginia, April 8, 1994 -- WLR Foods Inc. (NASDAQ: WLRF)
today announced that it has been named for the first time to Fortune
magazine's list of the 500 largest United States industrial corporations.
Ranked 498th, WLR Foods is one of only 13 Virginia-based companies included
in the Fortune 500 and the first central Shenandoah Valley-based corporation
to make the nationally renowned list.
Of the 49 food companies included in the Fortune 500 list, WLR Foods
ranked second in sales increase, growing 20% over fiscal 1992, and
second in profits increase, growing 148% over fiscal 1992.
In announcing these achievements to employees, President and
Chief Executive Officer James L. Keeler stated, "This is a remarkable
accomplishment for all of us as well as another promising indicator of the
full potential of WLR Foods. The Tyson hostile takeover attempt, while
distracting in many ways, makes us ever more appreciative of
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the way we do business and of the many, many people to whom we owe all of
our success. With our proven strengths and strategies, the future of WLR
Foods has never been brighter. This growth and achievement clearly
underscores why it is the wrong time to sell WLR Foods."
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 over $700 million, exports to more than 40
countries and has processing operations in Virginia, West Virginia and
Pennsylvania, close to its major mid-Atlantic markets.
