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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 13)
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. 13 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 36 -- Press Release, dated May 12, 1994.
Exhibit 37 -- Form of Letter to Shareholders of the Company, dated
May 12, 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: May 12, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 36
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS BOARD WRITES SHAREHOLDERS
Broadway, Virginia, May 12, 1994 -- WLR Foods Inc.'s board of directors today
sent a letter to its shareholders urging them to vote against Tyson Foods'
proposal to acquire voting rights at the upcoming May 21 shareholders'
meeting. In the letter, the board spoke to the company's "greatly increased
production, stronger poultry prices, reduced costs, and greater name and
product recognition" as factors in growing shareholder value. The complete
text of the letter follows:
May 12, 1994
Dear Fellow Shareholders:
Your Special Meeting of Shareholders is fast approaching on Saturday,
May 21, and each of us wanted to take just a moment to thank everyone
involved -- our shareholders, producers, employees and friends --for their
continuing strong support. Your loyalty and resolve are deeply appreciated
and the source of our strength.
WLR Foods shareholders -- the true owners of our prospering Company -- will
soon decide a matter of vital importance to your Company's future: whether
Tyson and its affiliates should be granted voting rights for shares of WLR
Foods they may acquire, or have acquired, in their unfriendly takeover
attempt. That's the legal issue, but the real issue, according to Don
Tyson and his latest advertising campaign, is whether Tyson should go home
to Arkansas. Your Board urges you to take Tyson up on his promise to go
away if Tyson loses the vote at the Shareholders' Meeting -- vote AGAINST
the Tyson proposal so WLR Foods can get on with building and realizing its
own exciting future.
We know you've received a lot of paper since Tyson started its hostile
takeover attempt, but we do want to make a few observations about what Don
Tyson has been saying.
- more -
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WLR FOODS BOARD WRITES SHAREHOLDERS
May 12, 1994
Page 2
Don Tyson offered $30 for your stock only because HE BELIEVES IT'S WORTH
MORE. Your Company's recently completed capital investment program is now
producing benefits for shareholders -- clearly evidenced by our strong
third quarter financial results. All of us are doing our best to make that
future a reality -- for all WLR Foods shareholders.
We've thought carefully about resuming our discussions with Tyson. When we
discussed a transaction with Tyson, he refused to offer more than $30 per
share. For four months, Tyson has not moved from its lowball bid of $30.
It would be a mistake and not in the best interests of all WLR Foods
shareholders to resume discussions, just as it would be a mistake for Tyson
to obtain voting rights based on such an inadequate price.
We urge you to vote AGAINST the Tyson proposal to send Don Tyson a message
that you aren't willing to trade your opportunity to participate with us in
the growth of WLR Foods for his inadequate $30 offer.
You should also know that we have been working on obtaining appropriate
financing for general business purposes, including the ability to purchase
shares of WLR Foods should Tyson terminate its tender offer, as well as to
provide us with the ability to grow as we have in the past, through
strategic acquisitions that build value for all shareholders.
We are poised and ready for the challenges of growing shareholder value.
Building on third quarter profits, we approach the profitable summer
chicken and Cassco(R) ice seasons with greatly increased production,
stronger poultry prices, reduced costs, and greater name and product
recognition. Vote AGAINST the Tyson proposal by completing and mailing
your WLR Foods white proxy, if you haven't already done so. Your latest
mailed proxy is the only one that will count.
As always, please call us at (703) 896-7001 if you have questions. You may
also call D.F. King & Co., Inc., which is assisting us, toll free at (800)
669-5550. On behalf of everyone at WLR Foods, thank you for your patience
and support.
Sincerely yours,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief Executive
Officer
Herman D. Mason William D. Wampler
Vice Chairman, Board of Directors Director
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WLR FOODS BOARD WRITES SHAREHOLDERS
May 12, 1994
Page 3
George E. Bryan Stephen W. Custer
Director Director
Charles L. Campbell William H. Groseclose
Director Director
Calvin G. Germroth J. Craig Hott
Director Director
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 37
[WLR FOODS, INC. LETTERHEAD]
May 12, 1994
Dear Fellow Shareholders:
Your Special Meeting of Shareholders is fast approaching on Saturday,
May 21, and each of us wanted to take just a moment to thank everyone in-
volved -- our shareholders, producers, employees and friends -- for their
continuing strong support. Your loyalty and resolve are deeply appreciated
and the source of our strength.
WLR Foods shareholders -- the true owners of our prospering Company -- will
soon decide a matter of vital importance to your Company's future: whether
Tyson and its affiliates should be granted voting rights for shares of WLR
Foods they may acquire, or have acquired, in their unfriendly takeover
attempt. That's the legal issue, but the real issue, according to Don
Tyson and his latest advertising campaign, is whether Tyson should go home
to Arkansas. Your Board urges you to take Tyson up on his promise to go
away if Tyson loses the vote at the Shareholders' Meeting -- vote AGAINST
the Tyson proposal so WLR Foods can get on with building and realizing its
own exciting future.
We know you've received a lot of paper since Tyson started its hostile
takeover attempt, but we do want to make a few observations about what Don
Tyson has been saying.
Don Tyson offered $30 for your stock only because HE BELIEVES IT'S WORTH
MORE. Your Company's recently completed capital investment program is now
producing benefits for shareholders -- clearly evidenced by our strong
third quarter financial results. All of us are doing our best to make that
future a reality -- for all WLR Foods shareholders.
We've thought carefully about resuming our discussions with Tyson. When we
discussed a transaction with Tyson, he refused to offer more than $30 per
share. For four months, Tyson has not moved from its lowball bid of $30.
It would be a mistake and not in the best interests of all WLR Foods
shareholders to resume discussions, just as it would be a mistake for Tyson
to obtain voting rights based on such an inadequate price.
We urge you to vote AGAINST the Tyson proposal to send Don Tyson a message
that you aren't willing to trade your opportunity to participate with us in
the growth of WLR Foods for his inadequate $30 offer.
You should also know that we have been working on obtaining appropriate
financing for general business purposes, including the ability to purchase
shares of WLR Foods should Tyson terminate its tender offer, as well as to
provide us with the ability to grow as we have in the past, through
strategic acquisitions that build value for all shareholders.
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<PAGE> 2
We are poised and ready for the challenges of growing shareholder value.
Building on third quarter profits, we approach the profitable summer
chicken and Cassco(R) ice seasons with greatly increased production,
stronger poultry prices, reduced costs, and greater name and product
recognition. Vote AGAINST the Tyson proposal by completing and mailing
your WLR Foods white proxy, if you haven't already done so. Your latest
mailed proxy is the only one that will count.
As always, please call us at (703) 896-7001 if you have questions. You may
also call D.F. King & Co., Inc., which is assisting us, toll free at (800)
669-5550. On behalf of everyone at WLR Foods, thank you for your patience
and support.
Sincerely yours,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief Executive
Officer
Herman D. Mason William D. Wampler
Vice Chairman, Board Directors Director
George E. Bryan Stephen W. Custer
Director Director
Charles L. Campbell William H. Groseclose
Director Director
Calvin G. Germroth J. Craig Hott
Director Director
