SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the
Securities and Exchange Act of 1934
---------------------------
Date of Report (Date of earliest
event reported) March 31, 1995
WLR Foods, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-17060 54-1295923
(State of (Commission File (IRS Employer Iden-
Incorporation) Number) tification No.)
P.O. Box 7000 22815
Broadway, Virginia (Zip Code)
(Address of Principal executive offices)
(703) 896-7001
(Registrant's telephone number,
including area code)
Exhibit Index is on Page 4
1
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Item 5. Other Events
On March 31, 1995, the Registrant closed a financing
transaction with First Union National Bank of Virginia and a syndicate
of lenders arranged by First Union as syndicate agent, extending the
Registrant's unsecured borrowing capacity to $135 million. The new
financing package includes (1) a three-year variable rate revolving
line of credit of $100 million (2) a seven-year variable rate term
loan facility in the original principal amount of $25 million and (3)
a one-year $10 million variable rate line of credit. The financing
will be used for general operating needs, including common stock
repurchases and potential acquisitions, and the operating needs of the
Registrant's subsidiaries, namely Wampler-Longacre, Inc. and Cassco
Ice & Cold Storage, Inc. The arrangement also provides $25 million
for the refinancing of the Registrant's existing term loan.
On April 3, 1995, the Registrant acquired the remaining 50%
interest in a cold storage and distribution facility in Marshville,
North Carolina from the Greenville, South Carolina based Modern Cold
Storage Company. The Registrant acquired the initial 50% interest as
part of its August 1994 acquisition of the turkey processing division
of Cuddy Farms, Inc.
Peter A.W. Green resigned as a director of the Company
in connection with his retirement from Cuddy
International Corporation. The resignation did not involve a
disagreement with the Company on any matter relating to the Company's
operation policies or practices. Mr. Green was appointed to the
Company's Board by the Board of Directors in connection with the
Company's Cuddy Farms, Inc. acquisition, and was elected by the
shareholders of the Company at their annual meeting held on October
29, 1994.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibits
Exhibit 17 Letter of Resignation of Peter A.W. Green
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WLR Foods, Inc.
By:__/s/ Delbert L. Seitz____________
Delbert L. Seitz
Chief Financial Officer
Secretary and Treasurer
40146
3
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EXHIBIT INDEX
Exhibit No. Description Page Number
17 Letter of Resignation of Peter A.W. Green 5
4
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EXHIBIT 17
April 3, 1995
Mr. Charles W. Wampler, Jr.
WLR Foods
P.O. Box 7000
BROADWAY, Virginia
22815-7000
Dear Charlie:
Please accept my resignation from the Board of WLR.
My position on the Board was as representative of the Cuddy
shareholding. Therefore, as I ceased to be employed by Cuddy
International as of the 31st of March 1995, it is appropriate that I
now tender my resignation.
May I say how much I have enjoyed my brief association with WLR. I
met many fine people and, at least for a short period of time, I
became part of a thriving, energetic and thoroughly likeable team. I
will miss you all.
Best of luck for the future. I will follow the fortunes of WLR with
great interest.
Yours sincerely,
Peter A. W. Green
President & Chief Executive Officer
PAWG:kjp<PAGE>
