<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
929286 10 2
(CUSIP Number)
P.O. Box 7000
Broadway, Virginia 22815
(703) 896-7000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
John W. Flora
Wharton, Aldhizer & Weaver
100 South Mason Street
Harrisonburg, Virginia 22801
(703) 434-0316
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 29, 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 statement because of
Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ X ]
<PAGE>2
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person J. Craig Hott
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,253,180
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 69,847
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,253,380
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.1%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>3
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Peter A.W. Green
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>4
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Herman D. Mason
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 195,456
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 195,456
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,378,789
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>5
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Charles W. Wampler, Jr.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 118,377
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,366,212
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 118,377
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 182,879
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,899
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>6
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Stephen W. Custer
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 51,241
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 51,241
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,245,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>7
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Calvin G. Germroth
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 12,020
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 12,020
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,195,353
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>8
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person James L. Keeler
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 129,897
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 129,897
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,328,937
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>9
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person George E. Bryan
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 95,999
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 95,999
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,114
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>10
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person Charles L. Campbell
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 8,352
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 8,352
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,191,685
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>11
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person William H. Groseclose
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 2,135
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,183,333
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,135
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,468
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>12
CUSIP NO. 929286 10 2 13D
1 Name of Reporting Person William D. Wampler
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia
NUMBER OF 7 SOLE VOTING POWER 263,672
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,385,005
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 263,672
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 201,672
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,782,779
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.3%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>13
Item 1. Security and Issuer.
This statement refers to the shares of common stock, no
par value (Shares) of WLR Foods, Inc., a Virginia corporation
(Registrant). The principal executive offices of the Registrant
are located at P.O. Box 7000, Broadway, Virginia 22815.
Item 2. Identity and Background.
This statement is being filed jointly by the persons
set forth on the attached Schedule 1, being all the directors of
the Registrant, and being referred to collectively herein as
"Reporting Persons." The Reporting Persons are filing this
statement in the event they may be deemed to be a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. A joint filing agreement among the Reporting
Persons is attached hereto as Exhibit A.
The name, residence or business address and principal
occupation or employment of each of the Reporting Persons is set
forth on the attached Schedule 1. All of the Reporting Persons
are citizens of the United States except for Peter A.W. Green,
who is a Canadian citizen.
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or 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.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Asset Purchase Agreement dated July 27,
1994, the Registrant purchased substantially all the assets of
the turkey processing division of Cuddy Farms, Inc., a North
Carolina corporation (Cuddy), for $67.0 million, $38.6 million of
which was paid in cash, and the balance of which was paid in
shares. Pursuant to the terms of a Voting Trust Agreement, the
Reporting Persons share voting control over 1,183,333 shares held
in the Voting Trust. The Asset Acquisition Agreement and the
Voting Trust Agreement are further described in Item 4 below.
Item 4. Purpose of Transaction.
Pursuant to the terms of an Asset Purchase Agreement
dated July 27, 1994, between WLR Foods, Inc. (the Registrant),
Wampler-Longacre, Inc., the Registrant's wholly-owned subsidiary
(Wampler-Longacre) (collectively, Wampler), Cuddy Farms, Inc.
(Cuddy) and Cuddy International Corporation (Cuddy International)
(collectively, the Cuddy Corporations), Wampler acquired
substantially all the assets of Cuddy's turkey processing
division. The transaction was closed on August 29, 1994. The
acquired assets included, without limitation, Cuddy's processing
facility, further processing facility, feed mill, three turkey
grow-out farms, leasehold interest in a second further processing
facility, and all
<PAGE>14
working capital, machinery and fixtures, equipment and other
tangible personal property for, and inventory in, such facilities
(the Assets).
The initial purchase price as set forth in the Asset
Purchase Agreement was $73.3 million, subject to certain post-
closing adjustments. Following the completion of an audited
schedule of the working capital of Cuddy's Food Division by the
Registrant's independent auditors, KPMG Peat Marwick, the
Registrant and Cuddy executed a First Amendment to Asset Purchase
Agreement dated October 26, 1994 (the Amendment). Pursuant to
the Amendment, the initial purchase price of the acquisition was
adjusted downward by $6,300,000, resulting in a final purchase
price of $67,000,000. Under the terms of the Asset Purchase
Agreement, as amended, of the total purchase price, $38.6 million
was paid in cash, and the balance was issued in shares of the
Registrant's common stock, based on a value of $24 per share.
Cuddy's turkey processing division operated the Assets
as a fully integrated turkey processor. The Registrant intends
to continue those operations at their present locations in North
Carolina.
The shares issued in this transaction, which have not
been registered under the Securities Act of 1933, are subject to
a voting trust agreement by and among the Registrant, Cuddy and
an independent corporate trustee. The Voting Trust Agreement
will terminate upon the earlier of (a) the fourth anniversary of
the closing date; (b) the date on which a business acquisition by
the Registrant occurs in which in excess of five percent (5%) of
its then outstanding common stock is issued without voting and
transfer restrictions similar to the Voting Trust Agreement and
Cuddy's stock ownership in the Registrant after such acquisition
is less than five percent (5%) of the total outstanding shares of
the Registrant's common stock; or (c) the date on which a "Change
of Control" in the Registrant occurs. For purposes of the Voting
Trust Agreement, a Change of Control means the acquisition by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the Exchange Act)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 30 percent (30%) of either the then outstanding
shares of common stock of the Registrant or the combined voting
power of the then outstanding voting securities of the Registrant
entitled to vote generally in the election of directors. During
the term of the Voting Trust Agreement, the trustee will vote in
accordance with the recommendation of the Registrant's Board of
Directors, as it exists at the time of the vote of the
Registrant's shareholders, or if there is no recommendation, as
directed by the registered holder of the voting trust certificate
representing the shares held by the trustee. Unless otherwise
agreed to in writing by the Registrant, the voting trust
certificates are not transferable except that (a) the holder
thereof may pledge, mortgage or otherwise encumber the
certificates and (b) the holder thereof may transfer the
certificates to Cuddy International or a wholly-owned subsidiary
of Cuddy International. Any transferee shall also be subject to
the Voting Trust Agreement. After termination of the Voting
Trust Agreement, Cuddy will have certain demand and incidental
<PAGE>15
registration rights, pursuant to a Registration Agreement dated
August 29, 1994.
Further, the voting trust certificates and the
underlying shares have been pledged by Cuddy to secure payment
and performance by Cuddy under certain loan agreements executed
by Cuddy with Cooperatieve Centrale Raiffeisen-Boerenieenbank
B.A., "Rabobank Nederland, New York Branch" (Rabobank) and The
Prudential Insurance Company of America (Prudential). In order
to effect the pledges, the Registrant, Cuddy, Rabobank,
Prudential and the Trustee entered a Put and Call Agreement dated
August 29, 1994.
Pursuant to the Put and Call Agreement, upon the
occurrence of a default, as defined in the Put and Call
Agreement, if either Rabobank or Prudential, as the case may be
(Transferring Bank) desires to transfer the voting trust
certificates in connection with its realization on the voting
trust certificates pursuant to the applicable loan agreement, it
must provide written notice of the intended transfer to the
Registrant. Upon delivery of the notice, the Registrant shall
have a call option, exercisable within a period of twenty (20)
days thereafter, obligating the Transferring Bank to sell the
voting trust certificates at a price of twenty dollars ($20) per
underlying share. Similarly, upon delivery of written notice of
an intended transfer, the Transferring Bank shall have a put
option, exercisable within a period of twenty (20) days
thereafter, obligating the Registrant to purchase the voting
trust certificates at a price of fifteen dollars ($15) per
underlying share. In the event the Registrant fails to fulfill
its obligation under the put option, the Trustee is directed to
immediately release the underlying shares and to transfer them to
the Transferring Bank, or its nominee, free and clear of the
Voting Trust Agreement. The Put and Call Agreement terminates
upon the termination of the voting trust.
Also in connection with the acquisition, the Cuddy
Corporations, A.M.C. Family Holdings, Ltd. and A.M. Cuddy (the
Cuddy Group) entered into a Non-Competition and Name Use
Agreement by which the Cuddy Group covenants not to compete with
Wampler-Longacre for a period of four years in the business of
poultry production for processing, further processing or
marketing of processed poultry products (exclusive of production
of eggs and poults) (the Protected Business) in the geographical
area in the continental United States in which Wampler-Longacre
or its affiliates currently conduct business. Sales to certain
existing customers of the Cuddy Group are excluded. The
Registrant paid Cuddy $500,000 in cash at closing in
consideration of the agreement. Pursuant to the Non-Competition
and Name Use Agreement, Cuddy also granted Wampler-Longacre a
five (5)-year exclusive right and license to the "Cuddy" name
within the continental United States for the Protected Business.
The Non-Competition and Name Use Agreement contains "standstill"
provisions by which the Cuddy Group agrees, for so long as the
Voting Trust Agreement is not terminated, not to: solicit
proxies or participate in an election contest relating to
election of the directors; act together with others to acquire;
hold or vote the Registrant's common stock; purchase or otherwise
acquire the Registrant's common stock; or act alone or together
with any person to acquire, or propose a business combination
with, the Registrant.
<PAGE>16
Pursuant to the Asset Purchase Agreement, a Cuddy
representative was appointed to the Registrant's Board of
Directors to serve until the next annual meeting of the
shareholders, and to be recommended by the Registrant's Board of
Directors for election at such meeting.
The parties to the Agreement also signed separate
indemnification agreements (the "Indemnification Agreements"),
mutually agreeing to certain indemnification. On the part of the
Cuddy Corporations, indemnification of Wampler is required in
connection with certain possible litigation relating to
stockholder and employee complaints. On the part of Wampler,
indemnification of the Cuddy Corporations is required in
connection with pending or possible litigation relating to the
efforts of Tyson Foods, Inc. to acquire the Registrant. Both
agreements terminate upon final termination of all actions,
suits, proceedings or investigations relating to the respective
litigations.
Except as set forth above, as of the date hereof, the
Reporting Persons have no plan or proposal which relates to or
would result in any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Under the terms of the Voting Trust described in Item 4
o, the trustee is obligated to vote the shares held in the Voting
Trust according to the recommendation of WLR's Board of
Directors, if any. In the absence of a recommendation, the
trustee shall vote as directed by the registered holder of the
Vorginia Trust certificate representing the shares held by the
Voting Trust. Accordingly, eEach of the Reporting Persons shares
the power to direct the vote of the 1,183,333 shares held in the
Voting Trust described in Item 4 above. Additional shares over
which the Reporting Persons have the power to direct the vote or
the disposition are set forth below.
J. Craig Hott beneficially owns a total of 1,532,380
shares, or 10.1% of the total outstanding shares of the Company.
Mr. Hott shares the power to direct the vote and the disposition
of 69,847 shares owned by E. E. Hott, Inc. with the directors of
E. E. Hott, Inc. The business address of E. E. Hott, Inc., a
holding company, is P.O. Box 656, Franklin, WV 26807. The
names, addresses and principal occupations of directors of E. E.
Hott, Inc. are listed on the attached Schedule 2.
Peter A.W. Green is the beneficial owner of 1,183,333
shares held in the Voting Trust, representing 9.5% of the total
outstanding stock.
Herman Mason is the beneficial owner of 1,378,789
shares, representing 11.1% of the total outstanding stock.
Mr. Mason has sole voting power and sole power of disposition
over 195,456 shares.
Charles W. Wampler, Jr. beneficially owns 12.3% of the
outstanding stock, or 1,529,899 shares. He has sole voting power
over 118,337 shares, and shares voting power and the power of
disposition over 181,502 shares held in trust with William D.
<PAGE>17
Wampler as co-trustee. He shares the power to vote and to
dispose of 1,377 shares held by Wampler Land, a limited
partnership, with the other general partner, William D. Wampler.
William D. Wampler's address and principal occupation are set
forth on the attached Schedule 1.
Stephen W. Custer is the beneficial owner of 1,245,335
shares, representing 10.0% of the total outstanding stock. He
has sole voting power and power of disposition over 51,241
shares.
Calvin Germroth beneficially owns 9.6% of the total
outstanding stock, consisting of 1,195,353 shares. He has the
sole power to vote or direct the vote, and the sole power to
dispose of or direct the disposition of, 12,020 shares.
James L. Keeler beneficially owns 10.7% of the
outstanding stock, consisting of 1,328,937 shares. He has sole
power to vote or direct the vote, and sole power to dispose of or
direct the disposition of, 129,897 shares.
George E. Bryan beneficially owns 1,478,114 shares, or
11.9% of the outstanding stock, and has sole power to vote and
dispose of 95,999 shares.
Charles L. Campbell is the beneficial owner of
1,191,685 shares, representing 9.6% of the total outstanding
shares, and has the sole power to vote and to dispose of 8,352
shares.
William H. Groseclose beneficially owns 9.5% of the
outstanding shares, or 1,185,468 shares, and has the sole power
to vote or direct the vote, and to dispose of or direct the
disposition of, 2,135 shares.
William D. Wampler beneficially owns 1,782,779 shares,
representing 14.3% of the total outstanding stock. He has sole
voting power as to 263,672 shares. He shares voting power and
the power of disposition over 181,502 shares held in trust with
Charles W. Wampler, Jr. as co-trustee, and over 1,377 shares
owned by Wampler Land, a limited partnership, with Charles W.
Wampler, Jr. as partner. Charles W. Wampler, Jr.'s address and
principal occupation are set forth on the attached Schedule 1.
William D. Wampler also holds power to direct the vote and
disposition of 18,793 shares owned by May Meadows Farm, Inc.,
whose business address is Route 8, Box 112, Harrisonburg,
Virginia 22801, with the other director, Bonnie Lou Wampler,
whose address is Route 8, Box 112, Harrisonburg, Virginia 22801.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as otherwise described above, there are no
contracts, arrangements, understandings or relationships (legal
or otherwise) between any of the Reporting Persons and any other
person, with respect to any securities of the Company, including,
but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
<PAGE>18
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement, dated January
23, 1995, by and among George E. Bryan,
Charles L. Campbell, Stephen W. Custer,
Calvin G. Germroth, Peter A.W. Green,
William H. Groseclose, J. Craig Hott,
James L. Keeler, Herman D. Mason,
Charles W. Wampler, Jr., and William D.
Wampler.
Exhibit B: Asset Purchase Agreement, dated July 27,
1994, by and among WLR Foods, Inc.,
Wampler-Longacre, Inc., Cuddy Farms,
Inc. and Cuddy International
Corporation, incorporated by reference
to Exhibit 2 to the Registrant's
Form 8-K filed July 29, 1994.
Exhibit C: First Amendment to Asset Purchase
Agreement dated October 26, 1994, by and
among WLR Foods, Inc., Wampler-Longacre,
Inc., Cuddy Farms, Inc. and Cuddy
International Corporation, incorporated
by reference to Exhibit 2.2 to the
Registrant's Form 8-K/A filed November
14, 1994.
Exhibit D: Voting Trust Agreement, dated August 29,
1994, incorporated by reference to
Exhibit 9.1 to the Registrant's Form 8-K
filed August 29, 1994.
Exhibit E: Indemnification Agreement, dated
July 27, 1994, by the between WLR Foods,
Inc. and Cuddy Farms, Inc., incorporated
by reference to Exhibit 10.1 to the
Registrant's Form 8-K filed July 29,
1994.
Exhibit F: Indemnification Agreement, dated
July 27, 1994, by and among Cuddy Farms,
Inc., Cuddy International Corporation
and WLR Foods, Inc., incorporated by
reference to Exhibit 10.2 to the
Registrant's Form 8-K filed July 29,
1994.
<PAGE>19
SIGNATURES
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.
Date: January 24, 1995
_____________________________________
George E. Bryan*
_____________________________________
Charles L. Campbell*
_____________________________________
Stephen W. Custer*
_____________________________________
Calvin G. Germroth*
_____________________________________
Peter A.W. Green*
____________________________________
William H. Groseclose*
_____________________________________
J. Craig Hott*
_____________________________________
James L. Keeler*
_____________________________________
Herman D. Mason*
____________________________________
Charles W. Wampler, Jr.*
_____________________________________
William D. Wampler*
*By:__/s/_ Delbert L. Seitz____________
Delbert L. Seitz, Power of Attorney
<PAGE>20
Schedule 1
REPORTING PERSONS
The name, residence or business address, and principal occupation
of the reporting persons are as follows:
George E. Bryan
Route 3, Box 50
Dayton, VA 22821
Poultry and Livestock Farmer
James L. Keeler
President and Chief Executive Officer,
WLR Foods, Inc.
P.O. Box 7000
Broadway, VA 22815
Charles L. Campbell
101 South Court Street
Luray, VA 22835
Commissioner of Revenue,
Page County, Virginia
Herman D. Mason
P.O. Box 359
Timberville, VA 22853
Retired
Stephen W. Custer
2016 Brace Road
Victor, NY 14564
President, Custer Associates, Inc.
Peter A.W. Green
465 Richmond Road Suite 600
London, Ontario Canada N6A 5P4
President and Chief Executive Officer,
Cuddy International Corporation
Charles W. Wampler
Route 8, Box 122A
Harrisonburg, VA 22801
Poultry and Livestock Farmer
Calvin G. Germroth
Route 1, Box 233
Broadway, VA 22815
Broiler Producer
William D. Wampler
Route 8, Box 112
Harrisonburg, VA 22801
Poultry and Livestock Farmer
<PAGE>21
J. Craig Hott
Route 3, Box 2
Upper Tract, WV 26866
Vice President, Hott's Farming, Inc.
and Hott's Ag-Services, Inc.
William H. Groseclose
141 East Market Street
Harrisonburg, VA 22801
Chairman, Harrisonburg Regional Board
and Winchester Regional Board of First
Union National Bank
<PAGE>22
Schedule 2
E. E. HOTT, INC.
Directors Principal Occupation
E. E. Hott President, E. E. Hott, Inc.,
P.O. Box 1 a holding company
Franklin, WV 26807 P.O. Box 656
Franklin, WV 26807
Ruth S. Hott Homemaker
P.O. Box 1
Franklin, WV 26807
Bradley B. Hott Vice President, Hott's Ag-Services,
HC 67, Box 11 Inc., a feed and fertilizer producer,
Ft. Seybert, WV 26806 and Hott's Farming, Inc., a farming
operation
P.O. Box 656
Franklin, WV 26807
J. Craig Hott Vice President, Hott's Ag-Services,
P.O. Box 1 Inc. and Hott's Farming, Inc.
Franklin, WV 26807
Bruce Minor Manager, Franklin Oil Co., an oil
P.O. Box 337 distributor
Franklin, WV 26807 P.O. Box 517
Franklin, WV 26807
Jeffrey E. Hott Vice President, Hott's Ag-Services,
HC 60, Box 27A Inc. and Hott's Farming, Inc.
Franklin, Wv 26807
<PAGE>23
Exhibit A
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the
Schedule 13D, to which this Agreement is attached as Exhibit A,
and all amendments thereto, may be filed on behalf of each such
person.
Date: January 24, 1995
_____________________________________
George E. Bryan*
_____________________________________
Charles L. Campbell*
_____________________________________
Stephen W. Custer*
_____________________________________
Calvin G. Germroth*
____________________________________
Peter A.W. Green*
_____________________________________
William H. Groseclose*
_____________________________________
J. Craig Hott*
_____________________________________
James L. Keeler*
_____________________________________
Herman D. Mason*
_____________________________________
Charles W. Wampler, Jr.*
_____________________________________
William D. Wampler*
*By:_/s/_ Delbert L. Seitz___________
Delbert L. Seitz, Power of Attorney
