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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 16)
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. 16 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 40 -- Press Release, dated May 19, 1994.
Exhibit 41 -- Advertisement in the Harrisonburg Daily News-Record, the
Luray Page News & Courier, the Moorefield Examiner and the
Shenandoah Valley Herald.
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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: May 19, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 40
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
KEELER SENDS LETTER TO TYSON
Broadway, Virginia, May 19, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today
released the contents of a letter President and Chief Executive Officer
James L. Keeler sent to Don Tyson, chairman of Tyson Foods.
May 19, 1994
Mr. Don Tyson
Chairman, Board of Directors
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Dear Don:
You surprised me with your call yesterday afternoon suggesting that we get
together tomorrow so I could tell you more about WLR Foods. After all these
months you haven't offered anything new to our shareholders and yet you still
want to meet and obtain more information about WLR Foods. Because WLR Foods
is a public company and one of your competitors, I think I gave you all the
information I could provide in good conscience during our discussions earlier
this year.
As we've told you before, if you make a proposal, WLR Foods will give it full
and fair consideration. Even on our call yesterday, I told you I was ready to
listen to anything you had to say. You've had almost four months to make a
proposal other than the one our shareholders have overwhelmingly rejected.
Given the proposal you've made, I don't believe any more meetings between us
would be in the best interests of WLR Foods shareholders.
--over--<PAGE>
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KEELER SENDS LETTER TO TYSON
May 19, 1994
Page 2
I personally am looking forward to the results of Saturday's meeting. I'll
see you then.
Sincerely,
James L. Keeler
President and Chief Executive Officer
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.
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Exhibit 41
SPECIAL MEETING OF SHAREHOLDERS
SATURDAY, MAY 21
THANK YOU
SHAREHOLDERS, PRODUCERS
EMPLOYEES AND FRIENDS
for your strong support of WLR Foods in our efforts to prevent Tyson Foods'
hostile takeover attempt. We believe our future together as an independent
company is brighter than Don Tyson's inadequate offer. And so do so very
many of you. In our view, it's time for Don Tyson to go back to Arkansas.
We deeply appreciate the support of all of you during this threat to WLR Foods
independence. We recognize our responsibilities to you and we intend to
continue to justify the confidence that you have expressed in us. And to
our shareholders, we will exert every effort to enhance the value of your
investment in WLR Foods.
<TABLE>
<C> <C> <C> <C>
/s/Charles W. Wampler, Jr. /s/James L. Keeler /s/Herman D. Mason
Charles W. Wampler, Jr. James L. Keeler Herman D. Mason
Chairman, Board of Directors President and Chief Vice Chairman,
Executive Officer Board of Directors
/s/ William D. Wampler /s/George E. Bryan /s/Stephen W. Custer
William D. Wampler George E. Bryan Stephen W. Custer
Director Director Director
/s/Charles L. Campbell /s/William H. Groseclose /s/Calvin G. Germroth /s/J. Craig Hott
Charles L. Campbell William H. Groseclose Calvin G. Germroth J. Craig Hott
Director Director Director Director
</TABLE>
[Logo of Wampler-Longacre] [Logo of WLR Foods] [Logo of Cassco Ice
& Cold Storage]
