SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_X__ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended June 30, 1995.
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ______ to _______.
Commission file number 0-17060
A. Full title of plan and the address of the plan, if
difference from that of the issuer named below:
WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive offices:
WLR Foods, Inc.
Post Office Box 7000
Broadway, Virginia 22815-7000
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Financial Statements
and Schedules
June 30, 1995 and 1994
(With Independent Auditors' Report Thereon)
1
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Table of Contents
Independent Auditors Report
Statements of Net Assets Available for Benefits, with Fund Information
- June 30, 1995 and 1994
Statement of Changes in Net Assets Available for Benefits, with Fund
Information - Year ended June 30, 1995
Notes to Financial Statements - June 30, 1995 and 1994
Schedule
Item 27a - Schedule of Assets Held for Investment Purposes
- June 30, 1995 . . . . . . . . . . . . . . . . . . . . 1
Item 27d - Schedule of Reportable Transactions - Year ended
June 30, 1995 . . . . . . . . . . . . . . . . . . . . . 2
2
<PAGE>
Independent Auditors Report
The Pension Administrative Committee
The Pension Investment Committee
WLR Foods, Inc. Profit Sharing and
Salary Savings Plan and Trust:
We have audited the accompanying statements of net assets
available for benefits, with fund information of the WLR
Foods, Inc. Profit Sharing and Salary Savings Plan and Trust
(the Plan) as of June 30, 1995 and 1994, and the related
statement of changes in net assets available for benefits,
with fund information for the year ended June 30, 1995.
These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the WLR Foods, Inc. Profit Sharing
and Salary Savings Plan and Trust as of June 30, 1995 and
1994, and the changes in net assets available for benefits
for the year ended June 30, 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment
purposes (Schedule 1) and reportable transactions (Schedule
2) are presented for the purpose of additional analysis and
are not a required part of the basic financial statements
but are supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act
of 1974. The fund information in the statements of net
assets available for benefits, with fund information and the
statement of changes in net assets available for benefits,
with fund information is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available
for benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial
statements taken as a whole.
November 22, 1995
3
<PAGE>
<TABLE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Statements of Net Assets Available for Benefits, with Fund Information
June 30, 1995 and 1994
1995
Fund Information
<CAPTION>
Assets Fund (A) Fund (B) Fund (C) Fund (D) Total
<S> <C> <C> <C> <C> <C>
Investments, at fair value (note 4):
Short-term investments $ 49,355 64,067 55,049 99,677 268,148
U.S. government and agencies - - - - -
Corporate obligations - - - - -
Common trust fund - fixed 19,779,432 4,809,199 - - 24,588,631
Common trust fund - equity - 5,017,521 3,902,684 - 8,920,205
Common stocks (note 8) - 1 - 1,848,697 1,848,698
Mutual fund - equity - - 3,687,535 - 3,687,535
---------- -------- --------- --------- ----------
Total investments 19,828,787 9,890,788 7,645,268 1,948,374 39,313,217
---------- --------- --------- --------- ----------
Cash 8,781 317 288 478 9,864
Receivables:
Employer contributions 532,361 171,862 137,699 54,702 896,624
Participant contributions 188,030 90,773 78,309 33,089 390,201
Interest and dividends - - - - -
Loans to participants - - - - -
--------- ---------- --------- --------- ----------
Total receivables 720,391 262,635 216,008 87,791 1,286,825
---------- ---------- --------- --------- ----------
Total assets 20,557,959 10,153,740 7,861,564 2,036,643 40,609,906
Liabilities
===========
Excess contributions payable 5,118 10,231 13,049 4,124 32,522
---------- --------- --------- --------- ----------
Net assets available for
benefits $20,552,841 10,143,509 7,848,515 2,032,519 40,577,384
=========== ========== ========= ========= ==========
See accompanying notes to financial statements.
</TABLE>
4 (Continued)
<PAGE>
1994
Fund Information
Fund (A) Fund (B) Total
Investments, at fair value (note 4):
Short-term investments $ 79,800 84,658 164,458
U.S. government and agencies - 2,267 2,267
Corporate obligations 59,404 455,433 514,837
Common trust fund - fixed 19,194,068 5,091,037 24,285,105
Common trust fund - equity - 6,039,382 6,039,382
Common stocks (note 8) 1 1
Mutual fund - equity - - -
----------- ---------- ---------
Total investments 19,333,272 11,672,778 31,006,050
----------- ---------- ----------
Cash 859 1,992 2,851
Receivables:
Employer contributions 514,281 239,831 754,112
Participant contributions 152,721 106,120 258,841
Interest and dividends 608 3,619 4,227
Loans to participants 185 - 185
----------- ---------- ----------
Total receivables 667,795 349,570 1,017,365
----------- ---------- ----------
Total assets 20,001,926 12,024,340 32,026,266
Liabilities
===========
Excess contributions payable - - -
Net assets available for
benefits $20,001,926 12,024,340 32,026,266
========== ========== ==========
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year ended June 30, 1995
Fund Information
<CAPTION>
Fund (A) Fund (B) Fund (C)
<S> <C> <C> <C>
Additions to net assets attributable to:
Investment income (loss):
Net appreciation (depreciation) in fair value of $1,221,419 1,686,075 1,008,075
investments (note 4)
Dividends and interest 3,230 6,779 230,321
---------- ---------- ---------
Net investment income (loss) 1,224,649 1,692,854 1,238,396
---------- ---------- ---------
Contributions:
Participants 2,062,697 1,119,699 567,572
Employer 1,285,062 551,249 316,064
---------- ---------- ---------
Total contributions 3,347,759 1,670,948 883,636
---------- ---------- ---------
Rollover contributions 17,215 20,316 21,537
Other income 30 - -
---------- ---------- ---------
17,245 20,316 21,537
Total additions 4,589,653 3,384,118 2,143,569
---------- ---------- ---------
Deductions from net assets attributable to:
Benefits paid to participants 2,144,089 518,846 183,651
Administrative expenses 50,023 26,788 8,197
---------- ---------- ---------
Total deductions 2,194,112 545,634 191,848
---------- ---------- ----------
Interfund transfers (2,218,788) (5,099,462) 5,516,750
Rollover contributions from Cuddy Farms, Inc. (note 1) 374,162 380,147 380,044
---------- ---------- ----------
Net increase (decrease) in net assets
available for benefits 550,915 (1,880,831) 7,848,515
---------- ---------- ----------
Net assets available for benefits:
Beginning of year 20,001,926 12,024,340 -
---------- ---------- ----------
End of year $20,552,841 10,143,509 7,848,515
========== ========== =========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
<TABLE>
Fund Information Continued
Fund (D) Total
<S> <C> <C>
Additions to net assets attributable to:
Investment income (loss):
Net appreciation (depreciation) in fair value of $ (264,093) 3,651,476
investments (note 4)
Dividends and interest 21,298 261,628
---------- ----------
Net investment income (loss) (242,795) 3,913,104
---------- ----------
Contributions:
Participants 208,917 3,958,885
Employer 118,137 2,270,512
---------- ----------
Total contributions 327,054 6,229,397
---------- ----------
Rollover contributions 1,755 60,823
Other income - 30
---------- ----------
1,755 60,853
---------- ----------
Total additions 86,014 10,203,354
---------- ----------
Deductions from net assets attributable to:
Benefits paid to participants 94,051 2,940,637
Administrative expenses 2,081 87,089
---------- ----------
Total deductions 96,132 3,027,726
---------- ----------
Interfund transfers 1,801,500 -
Rollover contributions from Cuddy Farms, Inc. (note 1) 241,137 1,375,490
---------- ----------
Net increase (decrease) in net assets
available for benefits 2,032,519 8,551,118
---------- ----------
Net assets available for benefits:
Beginning of year - 32,026,266
---------- ----------
End of year $2,032,519 40,577,384
========== ==========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
June 30, 1995 and 1994
(1) Formation of the Plan
The WLR Foods, Inc. Profit Sharing and Salary Savings Plan
and Trust (the Plan) was formed effective July 1, 1988.
On January 31, 1995, approximately $1.4 million of assets
were rolled over into the Plan from prior participants in the
Cuddy Farms, Inc. Salary and Savings Plan.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies
followed by the Plan:
(a) Basis of Presentation
The accompanying financial statements have been prepared on
the accrual basis of accounting. Accordingly,
contributions to the Plan and dividend and interest income
are recognized as earned; administrative expenses are
recognized when incurred; net appreciation (depreciation) in
fair value of investments is recognized as it occurs; and
plan benefit distributions are recorded when paid.
(b) Investments
Investments are stated at fair value, based on quoted market
values. Short-term investments are comprised of money
market funds whose cost equals fair value.
(c) Loans to Participants
Loans to participants are composed of long-term loans to
participants made by the Longacre Profit Sharing and Salary
Savings Plan and Trust prior to being merged into the Plan.
(d) Administrative Expenses
During fiscal 1995, substantially all record keeping
expenses of the Plan were paid by WLR Foods, Inc. and its
subsidiaries (the Company) and substantially all investment
related expenses were paid by the Plan. During fiscal 1994,
substantially all administrative expenses of the Plan were
paid by the Company.
8
(Continued)
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
(3) Summary of Significant Provisions of the Plan
The Plan is both a profit sharing plan as well as a salary
savings plan, pursuant to the provisions of Section 401(k)
of the Internal Revenue Code. The Plan covers substantially
all employees of the Company. Employees aged twenty-one and
over become eligible to participate in the Plan after one
year of service. The Plan allows employees of the Company
to create savings tax free until retirement or withdrawal.
The Plan requires matching contributions from the Company.
Contributions to the Plan consist of the following:
Participant Contributions - Each eligible employee under the
Plan shall have the election each plan year to defer
up to 15 percent of his or her compensation and to request
the employer to allocate such reduction to the employee's
individual elective contribution account created
pursuant to this Plan. Employees have the option to place
their contributions in the following investments: capital
preservation fund (Fund A); balanced stock and bond fund
(Fund B); stock fund (Fund C); WLR Foods, Inc. common stock
(Fund D). Contributions may be split between the four
funds.
Employer Matching Contributions - The employer shall make a
matching non-elective contribution to the employee's account
of 50% of the amount that the employee deferred provided
that the employer shall only make a matching contribution to
the extent of the first four percent of the employee's
contribution to the Plan. The Company's matching
contributions are allocated to the employee's account in
the same ratio as his or her elective contribution.
Employer Voluntary Contributions - Under the profit sharing
portion of the Plan, the employer shall contribute to the
profit sharing portion of the trust fund each year such
amount as may be determined by the Company's Board of
Directors before the end of the employer's fiscal year. In
no event, however, shall the employer's contributions during
any plan year exceed the maximum amount allowable as a
deduction under the provisions of the Internal Revenue Code
or any similar law limiting allowable deductions for Federal
income tax purposes, nor be less than the minimum amount
permissible in order for the Plan to remain qualified under
the provisions of the Internal Revenue Code or any'similar
law concerning qualifications of the Plan. The
contributions are allocated as of the anniversary date of
the Plan to the account of each participant employed by the
employer as of that date who has completed a year of service
during the plan year in the same proportion that each such
participant's compensation for such year bears to the total
compensation of all such participants for that year.
9 (Continued)
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
All participant contributions and employer matching
contributions are 100% vested when made. Participants vest
in the employer voluntary contributions at the rate of 20%
after three years of service and 20% per full year
thereafter. Forfeitures are added to the employer
contributions made under the Plan and allocated to
participants accounts. A participant is 100% vested upon
death, disability or retirement. Normal retirement is
available at age 65 with a minimum of five years of credited
service. If a participant has accumulated ten or more years
of service, he or she may retire at 55.
Payment of benefits under the Plan to the participant shall
be made as soon as practical after retirement or termination
of employment. Benefits may be paid out in a lump sum
payment or under one of several alternate periodic or
annuity payment options available.
There shall be credited (charged) to each respective
participant's account, that participant's share of net
appreciation (depreciation) in fair value of investments and
the participant's share of dividends and interest and
administrative expenses.
(4) Investments
During the year ended June 30, 1995, the Plan's investments
(including investments bought and sold, as well as held
during the year) appreciated (depreciated) as follows:
U.S. government and agencies $ 34
Corporate obligations 9,890
Common trust fund - fixed income 1,753,911
Common trust fund - equity 1,789,090
Common stocks (264,093)
Mutual fund - equity 362,644
----------
Total $ 3,651,476
===========
The following investments owned at June 30, 1995 and 1994
represented 5% or more of net assets available for benefits:
1995 1994
----- ----
Enhanced Stock Market Fund $ 5,017,521 6,039,382
Diversified Bond Group Trust 4,809,199 11,642,033
Equity Growth Fund 3,902,684 -
First Union Value Fund 3,687,535 -
Stable Portfolio Group Trust 19,779,432 12,643,072
(5) Federal Income Taxes
The Internal Revenue Service has determined through the
issuance of a determination letter dated August 5, 1993,that
the Plan is a
10 (Continued)
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
qualified plan under Section 401(k) of the Internal Revenue
Code and is therefore not subject to income taxes. The
Company is not aware of any events or activities occurring
during the year which could have jeopardized the Plan's tax-
exempt status.
(6) Plan Termination
Although it has not expressed any intent to do so, the
Company has the right, under the Plan, to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of plan
termination, participants will become 100% vested in their
accounts.
(7) Reconciliation to Department of Labor (DOL) Form 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500
at June 30, 1995 and 1994:
1995 1994
==== ====
Net assets available for benefits per
the financial statements $ 40,577,384 32,026,266
Less amounts allocated to withdrawing
participants (806,427) (769,383)
---------- ----------
Net assets available for
benefits per the Form 5500 $ 39,770,957 31,256,883
============ ==========
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500 for
the year ended June 30, 1995:
Benefits paid to participants per
the financial statements $ 2,940,637
Add amounts allocated to
withdrawing participants in
current year 806,427
Less amounts allocated to
withdrawing participants in
prior year (769,383)
-----------
Benefits paid to participants
per the Form 5500$ $ 2,977,681
===========
The above differences are due to the DOL Form 5500 including
amounts allocated to withdrawing participants as a liability of
the Plan and current year expense, as opposed to a
11 (Continued)
<PAGE>
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Notes to Financial Statements
component of net assets available for benefits as required for
financial statement purposes.
(8) Change in Administrative Procedure
Effective October 1, 1994, the Plan changed the investment
alternatives available to plan participants. The two prior
funds were replaced with four new funds, including one for WLR
Foods, Inc. common stock.
12
<PAGE>
Schedule 1
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Item 27a - Schedule of Assets Held for Investment Purposes
June 30, 1995
Face amount/
number of
units or Fair
Description shares Cost value
Short-term investments:
Fidelity Cash Domestic Fund 64,067 $ 64,067 64,067
Fidelity Cash Money Market Fund 204,081 204,081 204,081
======= --------- --------
Total short-term investments 268,148 268,148
-------- --------
Common trust fund - fixed income:
Diversified Bond Group Trust 235,239 4,295,006 4,809,199
Stable Portfolio Group Trust 456,673 17,273,633 19,779,432
======= ---------- ----------
Total fixed income funds 21,568,639 24,588,631
---------- ----------
Common trust fund - equity:
Enhanced Stock Market Fund 163,708 4,058,805 5,017,521
Equity Growth Fund 177,679 3,276,453 3,902,684
======= --------- ----------
7,335,258 8,920,205
Common stocks: --------- ---------
WLR Foods Inc. 128,605 2,111,336 1,848,697
Windmere Corporation Wt Exp 112 1 1
======= --------- ---------
2,111,337 1,848,698
Mutual funds - equity - First Union --------- ---------
Value Fund 191,461 3,336,812 3,687,535
======= --------- ---------
3,336,812 3,687,535
--------- ---------
Total investments $34,620,194 39,313,217
========== ==========
See accompanying independent auditors' report.
13
<PAGE>
<TABLE>
Schedule 2
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Item 27d - Schedule of Reportable Transactions
Year ended June 30, 1995
ASSETS ACQUIRED
<CAPTION>
Number of
Number Shares or
of trans- units or Cost Proceeds Net gain
actions face amount Description (notes 1 and 3) (note 2) or (loss)
-------- ----------- ---------------------------- -------------- -------- ---------
<S> <C> <C> <C> <C> <C>
Regulation 2520,103-6(c)(1)(i)
1 40,156 Stable Portfolio Group Trust $ 1,650,000 - -
1 145,179 Equity Growth Fund 2,674,366 - -
1 153,435 First Union Value Fund 2,674,366 - -
Regulation 2520,103-6(c)(1)(ii)
None
Regulation 2520,103-6(c)(1)(iii)
52 256,017 Stable Portfolio Group Trust 10,571,159 - -
55 128,462 Diversified Bond Group Trust 2,367,279 - -
35 191,125 Equity Growth Fund 3,523,651 - -
23 86,366 WLR Foods, Inc. common stock 2,121,382 - -
50 210,588 First Union Value Fund 3,699,132 - -
Regulation 2520,103-6(c)(1)(iv)
None
</TABLE>
14
(Continued)
<PAGE>
<TABLE> Schedule 2. Cont.
WLR FOODS, INC. PROFIT SHARING
AND SALARY SAVINGS PLAN AND TRUST
Item 27d - Schedule of Reportable Transactions, Continued
Year ended June 30, 1995
ASSETS DISPOSED OF
<CAPTION>
Number of
Number Shares or
of trans- units or Cost Proceeds Net gain
actions face amount Description (notes 1 and 3) (note 2) or (loss)
-------- ----------- ----------------------------- -------------- -------- ---------
<S> <C> <C> <C> <C> <C>
Regulation 2520,103-6(c)(1)(i)
1 50,487 Stable Portfolio Group Trust $ 1,878,891 2,077,988 199,097
1 90,075 Diversified Bond Group Trust 1,473,178 1,650,000 176,822
1 123,969 Diversified Bond Group Trust 2,250,145 2,256,338 6,193
1 88,901 Enhanced Stock Market Fund 2,171,791 2,256,338 84,547
Regulation 2520,103-6(c)(1)(ii)
None
Regulation 2520,103-6(c)(1)(iii)
69 110,500 Stable Portfolio Group Trust 4,127,936 4,589,065 461,129
52 534,921 Diversified Bond Group Trust 9,021,186 9,799,758 778,572
45 141,974 Enhanced Stock Market Fund 3,472,578 3,606,305 133,727
Regulation 2520,103-6(c)(1)(iv)
None
</TABLE>
Notes:
(1) Cost equaled fair value at the date of acquisition.
(2) Proceeds equaled fair value at the date of disposal.
(3) No specific expenses were incurred by the Plan in acquiring or
disposing of assets.
See accompanying independent auditors' report.
15
<PAGE>
Exhibits
Exhibit 23 Consent of Independent Auditors
16
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees have duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
Profit Sharing and Salary Savings
Plan and Trust
__12/18/95________ First Union National Bank, TTEE
Date
By:_/s/ Lisa J. Tilley___________
It's _Assistant Vice President___
17
<PAGE>
<PAGE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors
WLR Foods, Inc.
We consent to incorporation by reference in the Registration Statement
(No. 33-55649) on Form S-8 of WLR Foods, Inc. of our report dated
November 22, 1995 relating to the statements of net assets available
for benefits of the WLR Foods, Inc. Profit Sharing and Salary Savings
Plan and Trust as of June 30, 1995 and 1994, the related statement of
changes in net assets available for benefits for the year ended June
30, 1995, and supplemental schedules, which report is included in this
annual report on Form 11-K.
KPMG Peat Marwick LLP
___/s/__KPMG Peat Marwick LLP___
Richmond, Virginia
December 19, 1995
