SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WLR Foods, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
929286102
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 22, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
Page 1 of 18 pages
Exhibit Index appears on page 14
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 2 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 446,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 446,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
446,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 3 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 25,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 25,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 4 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
`OF 8) SHARED VOTING POWER
SHARES 110,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 110,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 5 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS L.P. 13-3544838
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 472,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 472,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
- 5 -
<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 6 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 582,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 582,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 929286102 Page 7 of
18 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
582,300 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 582,300 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
582,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Common Stock, no par value (the "Common Stock"),
of WLR Foods, Inc., a Virginia corporation (the "Company"). The
principal executive offices of the Company are located at Highway
33 West, P.O. Box 228, Hinton, Virginia 22831.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited ("Dickstein
International"), Dickstein Partners, L.P. ("Dickstein Partners"),
Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein.
Dickstein & Co., Dickstein Focus, Dickstein International,
Dickstein Partners, Dickstein Inc. and Mark Dickstein are
collectively referred to as the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. and Dickstein
Focus. As such, Dickstein Partners makes all investment and
trading decisions for Dickstein & Co. and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the investment advisor
to Dickstein International. In its capacity as investment
advisor, Dickstein Inc. makes all investment and trading
decisions for Dickstein International.
Mark Dickstein is the president and sole director of
Dickstein Inc.
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<PAGE>
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the shares of Common Stock reported owned
by Dickstein & Co., Dickstein Focus and Dickstein International
was funded out of each such entity's working capital, which may,
at any given time, include margin loans made by brokerage firms
in the ordinary course of their business. The total cost of the
reported shares by Dickstein & Co., Dickstein Focus and Dickstein
International was $13,592,730, $781,951 and $3,356,478,
respectively.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this statement relates for
investment.
The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner
permitted by law.
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<PAGE>
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially owned an
aggregate of 582,300 shares of Common Stock, representing
approximately 5.3% of the shares of Common Stock. Dickstein &
Co. beneficially owns 446,500 of such shares of Common Stock
(approximately 4.1% of the shares outstanding); Dickstein Focus
beneficially owns 25,500 shares of Common Stock (approximately
.2% of the shares outstanding); and Dickstein International
beneficially owns 110,300 of such shares of Common Stock
(approximately 1.0% of the shares outstanding).*
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and investment advisor to Dickstein International,
Dickstein Inc. may be deemed to possess the power to vote and
dispose of the shares of Common Stock beneficially owned by
Dickstein & Co., Dickstein Focus, and Dickstein International.
By reason of his position as president and sole director of
Dickstein Inc., Mark Dickstein may be deemed to possess the power
to vote and dispose of the shares of Common Stock beneficially
owned by Dickstein & Co., Dickstein Focus and Dickstein
International. Pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, as amended, (i) Dickstein & Co.
disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein Focus and Dickstein
International, (ii) Dickstein International disclaims beneficial
ownership of all shares of Common Stock beneficially owned by
Dickstein & Co. and Dickstein Focus, and (iii) Dickstein Focus
disclaims beneficial ownership of all shares of Common Stock
beneficially owned by Dickstein & Co. and Dickstein International
and (iv) each of Dickstein Partners, Dickstein Inc. and Mark
Dickstein disclaims beneficial ownership of the shares of Common
Stock beneficially owned by Dickstein & Co., Dickstein Focus and
Dickstein International other than those shares in which it has a
pecuniary interest.
(c) Except for the acquisitions set forth on Schedule
II annexed hereto, none of the persons identified in Item 2 has
effected any transactions in the Common Stock during the past 60
days. All such acquisitions were effected on the open market.
(d) Not applicable.
*/ Based upon 10,967,193 shares of Common Stock reported outstanding as of
2/1/94 in the Company's Quarterly Report on Form 10-Q/A for the quarter
ended January 1, 1994.
- 10 -
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934,
as amended.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: May 2, 1994
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
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<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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<PAGE>
EXHIBIT INDEX
EXHIBIT
DESCRIPTION
PAGE
1
Agreement of joint filing pursuant to
Rule 13d(1)-f promulgated under the
Securities Exchange Act of 1934, as
amended
16
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<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and
Positions Held
Present Principal
Occupation or Employment
Mark Dickstein
President and
Sole Director
David Brail
Vice President
Tod Black
Vice President
Edward Farr
Vice President
Mark Kaufman
Vice President
Arthur Wrubel
Vice President
Mark Brodsky
Vice President
Samuel Katz
Vice President
Alan S. Cooper
Vice President
and
General Counsel
President and Sole Director
of Dickstein Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President of Dickstein
Inc.
Vice President and General
Counsel of Dickstein Inc.
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<PAGE>
TRANSACTIONS IN COMMON SCHEDULE II
STOCK OF WLR FOODS, INC.
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/3/94 20,000 30.429 25.00 608,605.00
3/3/94 72,000 30.481 25.00 2,194,649.80
3/14/94 32,800 31.481 25.00 1,032,601.80
4/7/94 3,700 30.563 25.00 113,106.25
4/8/94 6,000 30.438 25.00 182,650.00
4/8/94 3,000 30.500 25.00 91,525.00
4/8/94 41,100 30.500 25.00 1,253,575.00
4/11/94 133,800 30.571 25.00 4,090,478.32
4/12/94 15,300 30.500 25.00 466,675.00
4/21/94 12,000 31.250 25.00 375,025.00
4/22/94 20,100 31.250 25.00 628,150.00
4/28/94 11,500 31,250 25.00 359,400.00
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/3/94 5,000 30.4290 25.00 152,170.00
3/3/94 18,000 30.4809 25.00 548,681.20
3/14/94 8,200 31.4810 25.00 258,169.20
4/7/94 1,000 30.5625 25.00 30,587.50
4/8/94 11,600 30.4375 25.00 353,100.00
4/11/94 33,300 30.5714 25.00 1,018,052.62
4/12/94 3,800 30.5000 25.00 115,925.00
4/21/94 3,000 31.2500 25.00 93,775.00
4/22/94 4,800 31.2500 25.00 150,025.00
4/28/94 2,800 31.2500 25.00 87,525.00
Shares Purchased by Dickstein Focus Fund L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
3/3/94 10,000 30.4809 25.00 304,834.00
3/14/94 2,500 31.4810 25.00 78,727.50
4/8/94 2,400 30.4375 25.00 73,075.00
4/11/94 7,900 30.5714 25.00 241,514.06
4/12/94 900 30.5000 25.00 27,475.00
4/22/94 1,100 31.2500 25.00 34,400.00
4/28/94 700 31.2500 25.00 21,900.00
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<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of May 2, 1994.
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
agent of Dickstein International
Limited
/s/ Alan Cooper
Name: Alan Cooper
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<PAGE>
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
general partner of Dickstein
Partners, L.P., the general partner
of Dickstein Focus Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc., the
General Partner of Dickstein
Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
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