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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 12)
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. 12 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 35 -- Form of Letter to Shareholders of the Company, dated
April 28, 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 28, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 35
[WLR FOODS, INC. LETTERHEAD]
1994 THIRD QUARTER REPORT
April 28, 1994
Dear Fellow Shareholder:
[We are enclosing your quarterly dividend check representing a dividend of
$.08 per share payable to WLR Foods shareholders of record on April 15.
This regular quarterly dividend is the 97th consecutive dividend paid to
shareholders dating back to 1969 when Wampler Foods, Inc., WLR Foods
predecessor, first initiated dividend payments. If you participate in our
dividend reinvestment plan, you will receive your quarterly activity
statement within two weeks.]
[By now you should have received (or your account will have been credited
with) your WLR Foods quarterly dividend payment of $.08 per share payable
to shareholders of record on April 15. The regular quarterly dividend is
the 97th consecutive dividend paid to shareholders dating back to 1969 when
Wampler Foods, Inc., WLR Foods predecessor, first initiated dividend
payments.] [Alternate paragraph for street name shareholders.]
Today WLR Foods reported favorable operating results for the third quarter
and first nine months of 1994. The earnings results are particularly
encouraging in light of our determination to not let Tyson Foods' hostile
takeover attempt interrupt the successful operation of the Company.
FINANCIAL HIGHLIGHTS -- THIRD QUARTER AND NINE MONTHS
o Net earnings reached $1,303,000 or $0.12 per share for the third
quarter compared to net earnings available to common shareholders of
$912,000 or $0.10 per share for the same quarter last year.
o Net sales for the third quarter increased 14.4% to $171,090,000
compared to $149,575,000 for the same quarter last year.
o Net earnings were $9,220,000 or $0.84 per share for the three
quarters this fiscal year compared to net earnings available to
common shareholders of $7,082,000 or $0.81 per share for the first
three quarters last fiscal year.
o Net sales increased 21.9% to $532,433,000 for the three quarters of
fiscal 1994 compared to $436,942,000 for the first three quarters of
fiscal 1993.
o At quarter end, WLR Foods financial condition was strong: working
capital reached $68,114,000 with a current ratio of 2.0 to 1; and
total debt to total capitalization was 31.5%.
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We are pleased to report these favorable financial results which were
achieved despite higher feed ingredient costs and Tyson's hostile takeover
attempt. Increased sales were as planned, right on schedule, and are
concrete evidence that WLR Foods investments are now building value for our
shareholders. Increased profits, comparing third quarter this year
and last, indicate substantial operational improvements even after we
factor in approximately $7 million of increased feed ingredient costs and
approximately $1 million of expenses to resist Tyson's hostile takeover
efforts. Earnings for the quarter would have been nearly $0.50 per share
without these two extra costs. Considering the extraordinarily severe
winter weather, we are encouraged about our improved earnings capacity.
WLR Foods financial results are tangible evidence that your Company's
significant investments -- particularly its five-year $133,700,000 capital
expenditure program -- are beginning to pay meaningful benefits for
shareholders. We believe these strong earnings results clearly support the
Board of Directors' position that the interests of WLR Foods and its
shareholders will best be served if WLR Foods remains independent and
continues to pursue its successful business plan. We are committed to
further strengthening WLR Foods performance.
A LOOK FORWARD
We believe feed costs peaked during the quarter with an estimated 14%
increase. Average quoted commodity prices of chicken and turkey increased
approximately 4.5%, a positive trend that seems to be continuing in the
fourth quarter. WLR Foods also benefitted, and will continue to benefit,
from two significant developments: the consolidation of our two poultry
subsidiaries into a single company, Wampler-Longacre, Inc., effective
January 1, 1994; and achievement of full production this quarter at the
Moorefield, West Virginia chicken complex.
These factors make us excited about our future prospects. With feed costs
decreasing, continued favorable chicken and turkey pricing, full production
and cost reductions arising from the consolidation of our poultry
operations, we expect a strong fourth quarter, even with feed costs
remaining above last year and the costs associated with the Tyson takeover
attempt. BUILDING VALUE FOR WLR FOODS SHAREHOLDERS CONTINUES TO BE OUR TOP
PRIORITY, AND WE ARE PLEASED TO SEE RESULTS OF THAT COMMITMENT.
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Our achievements to date were further underscored this quarter by WLR Foods
first-time ranking in the Fortune 500 list of the nation's top companies
which placed our company at number 498. Among 49 food companies included,
WLR Foods ranked second in both sales and profitability growth, growing 20%
in sales over fiscal 1992, and 148% in profits over fiscal 1992. THIS
REMARKABLE ACCOMPLISHMENT IS YET ANOTHER PROMISING INDICATOR OF THE FULL
POTENTIAL OF WLR FOODS.
Together we have an exciting future which is now coming into clear focus.
In light of our bright prospects and potential from which shareholders
should benefit, we will continue to oppose Tyson's inadequate offer and we
urge you to do the same. We also urge shareholders to sign, date, mark
AGAINST and mail your WHITE proxy card for the May 21 Special Meeting. A
duplicate WHITE card is enclosed for your convenience. REMEMBER, DO NOT RETURN
TYSON'S BLUE CARD. ALL YOU NEED TO DO IS VOTE AGAINST THE PROPOSAL ON THE
WHITE CARD.
If you have any questions, please call us at (703) 896-7001. You may also
call D.F. King & Co., Inc., which is assisting us, toll free at (800) 669-
5550.
Your Board of Directors joins me in thanking all our shareholders for their
continuing support.
Sincerely,
James L. Keeler
President and Chief Executive Officer
IMPORTANT
Your vote is important. Regardless of the number of shares of
WLR Foods common stock you own, please vote as recommended by
your Board of Directors by voting AGAINST the Tyson proposal
(Proposal 1). To do so, please take these two simple steps:
1. PLEASE SIGN, DATE, MARK AGAINST AND PROMPTLY MAIL
THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
2. DO NOT RETURN ANY PROXY CARDS SENT TO YOU BY TYSON.
If you have any questions or need assistance in voting your
shares, please call us at (703) 896-7001. You may also call
D.F. King & Co., Inc., which is assisting us, toll-free at 800-
669-5550.
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CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
4/2/94 3/27/93 4/2/94 3/27/93
<S> <C> <C> <C> <C>
Net sales $ 171,090 $ 149,575 $ 532,433 $ 436,942
Cost of sales 152,559 133,432 468,369 380,792
Gross profit 18,531 16,143 64,064 56,150
Selling, general and administrative expenses 15,360 13,262 45,699 40,377
Operating income 3,171 2,881 18,365 15,773
Other expense 1,048 826 3,332 2,135
Earnings before income taxes and minority
interest 2,123 2,055 15,033 13,638
Income tax expense 817 781 5,787 5,149
Minority interest in net earnings of
consolidated subsidiary 3 5 26 18
Net earnings $ 1,303 $ 1,269 $ 9,220 $ 8,471
Less preferred dividends declared -- 357 -- 1,389
Net earnings available to common
shareholders $ 1,303 $ 912 $ 9,220 $ 7,082
Net earnings per common share $ 0.12 $ 0.10 $ 0.84 $ 0.81
Average common shares outstanding 10,967,244 9,228,258 10,962,059 8,763,675
Capital expenditures $ 5,594 $ 5,113 $ 13,700 $ 26,701
Depreciation expense 5,391 4,709 15,901 12,544
</TABLE>
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
4/2/94 7/3/93
(unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 411 $ 680
Accounts receivable, net 42,266 41,090
Inventories 82,905 76,728
Other current assets 10,292 1,309
Total current assets $135,874 $119,807
Property, Plant and Equipment 139,892 140,540
Other Assets 5,094 5,279
Total Assets $280,860 $265,626
Liabilities and Shareholders' Equity
Current liabilities
Notes payable to banks $ 10,600 $ 12,900
Current maturities of long-term debt 6,275 6,381
Trade accounts payable 20,396 18,451
Other current liabilities 30,489 24,566
Total current liabilities 67,760 62,298
Long-term debt, excluding current maturities 51,813 52,253
Other liabilities and deferred credits 12,076 8,820
Total liabilities 131,649 123,371
Total shareholders' equity 149,211 142,255
Total Liabilities and Shareholders' Equity $280,860 $265,626
</TABLE>
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WLR FOODS, INC.
P.O. BOX 7000
BROADWAY, VA 22815
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF WLR FOODS, INC.
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 1994
The undersigned hereby appoints Charles L. Campbell and William H.
Groseclose and either of them proxies for the undersigned with full power
of substitution or resubstitution to vote all shares of common stock of WLR
Foods, Inc. which the undersigned is entitled to vote at the Special
Meeting of shareholders of the Company scheduled to be held on May 21,
1994, and any adjournments or postponements thereof, hereby revoking all
prior proxies on the matters set forth below as follows:
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
'AGAINST' THE FOLLOWING TYSON PROPOSAL
1. PROPOSAL BY TYSON FOODS, INC. TO AUTHORIZE VOTING RIGHTS FOR THE SHARES
WHICH TYSON AND ITS ASSOCIATES HAVE ACQUIRED OR MAY ACQUIRE IN
CONNECTION WITH THEIR OFFER TO BUY WLR FOODS
[ ] AGAINST [ ] FOR [ ] ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
OR POSTPONEMENTS THEREOF.
IF PROPERLY EXECUTED, THE SUBMISSION OF THIS PROXY REVOKES ALL PRIOR
PROXIES
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SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN BY THE
UNDERSIGNED SHAREHOLDER(S), SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AGAINST THE TYSON PROPOSAL (PROPOSAL NO. 1).
PLEASE SIGN, DATE, MARK AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears at
left
Date _________________________
______________________________
Signature
______________________________
Signature if Held Jointly
IMPORTANT: WHEN STOCK IS IN TWO OR MORE
NAMES, ALL SHOULD SIGN. WHEN SIGNING AS
AN ATTORNEY-IN-FACT, EXECUTOR,
ADMINISTRATOR, TRUSTEE, GUARDIAN,
PARTNER OR OFFICER OF A CORPORATION,
GIVE TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.
