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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 9)
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. 9 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 26 -- Letter from the Bidder to Mr. James L. Keeler,
dated April 18, 1994.
Exhibit 27 -- Letter from Mr. James L. Keeler to the Bidder,
dated April 21, 1994.
Exhibit 28 -- Press Release, dated April 21, 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 21, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 26
[Tyson Foods, Inc. Letterhead]
April 18, 1994
VIA TELECOPIER
AND FEDERAL EXPRESS
Mr. James L. Keeler
President and Chief Executive Officer
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
Dear Jim:
On April 14, 1994, we formally requested WLR Foods
to call a special shareholders meeting under the Virginia
Control Share Act. We view the vote to be taken at such
meeting not only as a referendum but also as a means of
encouraging you and your board of directors to enter into
negotiations with us concerning our acquisition proposal.
Your characterization of our proposal as "inadequate" should
not preclude negotiations. All aspects of our proposal are
open for negotiation.
We firmly believe that, through negotiations, we can
agree upon a transaction that will be enthusiastically
supported by your shareholders, board of directors, employees,
growers and others. I am therefore again reiterating to you
personally our request to enter into negotiations. If we
begin negotiations promptly, both of our companies could avoid
the unnecessary devotion of significant resources to a proxy
contest and prolonged litigation. I believe that, by meeting
as soon as possible, we would both be doing what is in the
best interests of our companies, their shareholders and the
many individuals who are relying upon us.
Very truly yours,
/s/ Don Tyson
Don Tyson
Chairman
cc: WLR Foods, Inc. Board of Directors
Feeding you like family.(TM)
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Exhibit 27
[WLR FOODS, INC. LETTERHEAD]
April 21, 1994
Mr. Don Tyson
Chairman, Board of Directors
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Dear Don:
I have received your letter of April 18, 1994 and have shared
it with the members of the Board of Directors of WLR Foods, Inc.
I want to take the opportunity to respond to your letter and to
tell you how disappointed I am with the manner in which Tyson Foods,
Inc. has proceeded in its attempt to acquire WLR Foods.
When we met in January, I told you I felt a responsibility to our
shareholders to listen to any proposal you might make. To this end, in
addition to our phone conversations, I met once with you and once with
Leland Tollett. I refused to continue to meet only when you steadfastly
insisted that $30 was the highest price you would offer and your approach
became threatening instead of friendly.
You elected to proceed with a hostile $30 tender offer. By now you know
that offer is as unattractive to our shareholders as it was to me and
WLR Foods directors. Our shareholders' opposition to your tender offer
was clearly shown by the fact that less than seven percent of our stock was
tendered into your tender offer. Our shareholders have also told you face-
to-face, in letters, phone calls, petitions and letters to the editor that
they do not want WLR Foods to be acquired by Tyson. Yet you persist in
forcing WLR Foods to spend time and money dealing with an inadequate $30
offer. Moreover you have done so in a way that unfairly attacks the
integrity and good intentions of
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the people who helped build WLR Foods. Based on the draft of your proxy
statement, it looks like Tyson's attacks are only going to become more
unfair. Let me assure you that every action taken by the WLR Foods Board
of Directors has been taken in the best interests of our shareholders.
You want to negotiate. We have no interest in spending time and money
negotiating with you based on your wholly inadequate offer. We believe
the investments WLR Foods made over the past five years and other
strategic changes are about to lead to great things for our Company and
don't believe selling now is in our shareholders' best interests. My
message is simple: if you have a proposal to make, make it. We'll listen
and abide by our legal obligation to carefully consider any proposal you
make. And every director of WLR Foods will always do what is best for WLR
Foods shareholders.
Sincerely,
/s/ James L. Keeler
James L. Keeler
President and Chief
Executive Officer
cc: WLR Foods, Inc. Directors
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Exhibit 28
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate
Communication
Phone: 703-896-0403
WLR FOODS RESPONDS TO TYSON LETTER
Broadway, Virginia, April 21, 1994 -- James L. Keeler, president and chief
executive officer of WLR Foods, Inc., today sent the following letter to
Don Tyson, chairman of Tyson Foods. Mr. Keeler's letter was in response to
Mr. Tyson's letter dated April 18, 1994.
April 21, 1994
Mr. Don Tyson
Chairman, Board of Directors
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Dear Don:
I have received your letter of April 18, 1994 and have shared it with the
members of the Board of Directors of WLR Foods, Inc.
I want to take the opportunity to respond to your letter and to tell you
how disappointed I am with the manner in which Tyson Foods, Inc. has
proceeded in its attempt to acquire WLR Foods.
When we met in January, I told you I felt a responsibility to our
shareholders to listen to any proposal you might make. To this end, in
addition to our phone conversations, I met once with you and once with
Leland Tollett. I refused to continue to meet only when you steadfastly
insisted that $30 was the highest price you would offer and your approach
became threatening instead of friendly.
You elected to proceed with a hostile $30 tender offer. By now you know
that offer is as unattractive to our shareholders as it was to me and WLR
Foods directors. Our shareholders' opposition to your tender offer was
clearly shown by the fact that less than seven percent of our stock was
tendered into your tender offer. Our shareholders have also told you face-
to-face, in letters, phone calls, petitions and letters to the editor that
they do not want WLR Foods to be acquired by Tyson. Yet you persist in
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WLR FOODS RESPONDS TO TYSON LETTER
April 21, 1994
Page 2
forcing WLR Foods to spend time and money dealing with an inadequate $30
offer. Moreover, you have done so in a way that unfairly attacks the
integrity and good intentions of the people who helped build WLR Foods.
Based on the draft of your proxy statement, it looks like Tyson's attacks
are only going to become more unfair. Let me assure you that every action
taken by the WLR Foods Board of Directors has been taken in the best
interests of our shareholders.
You want to negotiate. We have no interest in spending time and money
negotiating with you based on your wholly inadequate offer. We believe
the investments WLR Foods made over the past five years and other strategic
changes are about to lead to great things for our Company and don't believe
selling now is in our shareholders' best interests. My message is simple:
if you have a proposal to make, make it. We'll listen and abide by
our legal obligation to carefully consider any proposal you make. And
every director of WLR Foods will always do what is best for WLR Foods
shareholders.
Sincerely,
James L. Keeler
President and Chief Executive Officer
cc: WLR Foods, Inc. Directors
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.
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