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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 19)
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. 19 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 45 -- Press Release, dated June 3, 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: June 3, 1994
WLR FOODS, INC.
By: /s/ James L. Keeler
Name: James L. Keeler
Title: President and Chief
Executive Officer
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Exhibit 45
[WLR FOODS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE Contact: Gail Price, Director of
Corporate Communication
Phone: 703-896-0403
WLR FOODS SHAREHOLDERS REJECT TYSON PROPOSAL:
STRONG SUPPORT SHOWN IN PROXY CONTEST FINAL VOTING RESULTS
Broadway, Virginia, June 3, 1994 -- WLR Foods Inc. (NASDAQ:
WLRF) today announced victory by a wide margin over Tyson
Foods Inc. (NASDAQ: TYSNA) in the proxy contest to decide
whether Tyson and its affiliates should be granted voting
rights for shares of WLR Foods they may acquire, or have
acquired, in their hostile takeover attempt. Shareholder
voting took place at a Special Meeting of WLR Foods on
Saturday, May 21, 1994 and final voting results were reported
today by the independent inspector of elections following a
challenge period attended by representatives of both sides.
Based on certified results from the independent inspector of
elections, The Corporation Trust Company of Wilmington,
Delaware, only 3,152,830 shares, or 28.9% of those the
inspectors determined entitled to vote, voted for the Tyson
proposal. This represents 28.7% of WLR Foods total
outstanding shares. 5,977,118 shares, or almost 55% of
those entitled to vote, voted against the proposal,
representing 54.5% of WLR Foods outstanding shares. 53,547
shares voted to abstain on the Tyson proposal.
James L. Keeler, president and chief executive officer of WLR
Foods, said, "The final report of the independent inspector of
elections conclusively demonstrates
-more-
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WLR FOODS SHAREHOLDERS REJECT TYSON PROPOSAL:
STRONG SUPPORT SHOWN IN PROXY CONTEST FINAL VOTING RESULTS
June 3, 1994
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overwhelming support of WLR Foods shareholders against the Tyson
proposal which, by any analysis, was soundly defeated. WLR Foods
shareholders have sent Don Tyson a message -- and that message
is No! Don Tyson should now honor his often repeated promise to
go away if he loses the vote, and we look forward to the immediate
termination of his inadequate tender offer.
"On behalf of the entire WLR Foods family, we again thank
everyone involved -- our shareholders, producers, employees
and friends -- for their overwhelming support," Mr. Keeler
concluded.
WLR Foods is a fully integrated provider of high quality
turkey and chicken products primarily under 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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