As filed with the Securities and Exchange Commission on July, 23, 1996
Registration No. 33-54692
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NUMBER ONE
to
FORM S-3(D)
REGISTRATION STATEMENT NO. 33-54692
under the Securities Act of 1933
WLR FOODS, INC.
(Exact name of registrant as specified in its charter)
Virginia 2000 54-1295923
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
P.O. Box 7000
Broadway, Virginia 22815
(540) 896-7001
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
John W. Flora
Wharton, Aldhizer & Weaver, P.L.C.
100 South Mason Street, P.O. Box 20028
Harrisonburg, Virginia 22801-7528
(540) 434-0316
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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PROSPECTUS
WLR FOODS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
This Prospectus relates to 2,250,000 shares of common stock, no
par value (the Common Stock) of WLR Foods, Inc. (WLR Foods or the
Company) which have been registered and which are reserved for
issuance under WLR Foods' Dividend Reinvestment and Stock Purchase
Plan (the Plan). Shares of WLR Foods' Common Stock may be purchased
without payment of brokerage commissions, fees or related
administrative charges, either with automatically reinvested
dividends, with an Initial Cash Payment or with Optional Cash
Payments. The price of such shares shall be market value, determined
as provided in the Plan.
WLR Foods Common Stock is listed on the National Market System of
the National Association of Securities Dealers' Automated Quotation
System (NASDAQ/NMS). The closing price of the Common Stock on July
22, 1996, as reported by the National Market System, was $13.25 per
share.
An investor may enroll in the Plan by completing the enclosed
Authorization Form and returning it to WLR Foods, Inc., Director of
Shareholder Services, who will serve as Administrator of the Plan.
The Administrator can be reached at the corporate offices of the
Company, P.O. Box 7000, Broadway, Virginia 22815 (540-896-7001).
For certain investment considerations associated with the Common
Stock, see "Investment Considerations," page 3.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
________________________
The date of this Prospectus is July 23, 1996.
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AVAILABLE INFORMATION
WLR Foods is subject to the informational requirements of the
Securities Exchange Act of 1934 (the Exchange Act) and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (Commission). Reports, proxy statements and other
information filed by WLR Foods can be inspected and copied at the
public reference facilities of the Commission, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following Regional Offices: 75 Park Place, New York, New York 10278,
and 219 South Dearborn Street, Chicago, Illinois 60604. Copies can be
obtained by mail at prescribed rates. Requests should be directed to
the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated by reference in this Prospectus: (1) the Company's
Annual Report on Form 10-K for the year ended July 1, 1995 (File
No. 0-17160); (2) all other reports filed by the Company pursuant to
Sections 13 or 15(d) of the Exchange Act since July 1, 1995; and (3)
the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A (File No. 0-17060) and amendment to
Form 8 filed September 21, 1990, including any further amendment or
report filed subsequent to the date of this Prospectus and prior to
the termination of the offering described herein for the purpose of
updating such description. All documents filed by WLR Foods pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the
offering described herein shall be deemed to be incorporated by
reference into this Prospectus and to be part hereof from the date of
the filing of such documents.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, on the request of any such person, a
copy of the Company's last annual report to shareholders or any
documents incorporated herein by reference (other than exhibits to
such documents). Requests for such copies should be directed to
Director of Shareholder Services, WLR Foods, Inc., P.O. Box 7000,
Broadway, Virginia 22815 (540-896-7001).
No person has been authorized to give any information or to make
any representation not contained in this Prospectus in connection with
the offering made hereby and, if given or made, such information or
representation must not be relied upon as having been authorized by
WLR Foods. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a
solicitation of an offer to buy to any person in any jurisdiction
where it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create any implication that there has been no change
in the information contained herein since the date hereof.
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THE COMPANY
WLR Foods, a Virginia corporation, is a fully-integrated provider
of turkey and chicken products with operations in Virginia, West
Virginia, Pennsylvania and North Carolina. The mailing address of the
Company's principal executive offices is P.O. Box 7000, Broadway,
Virginia 22815, and its telephone number is (540) 896-7001.
INVESTMENT CONSIDERATIONS
The following factors should be considered in evaluating an
investment in the Common Stock.
Nature of Poultry Industry
The poultry industry is influenced by a considerable number of
uncontrollable conditions including disease, weather and prices of
both commodity grain and poultry. Although the Company places great
emphasis on disease control through bio-security measures and testing,
it is not immune to the risks of avian influenza, salmonella, spiking
mortality and other disease. No assurances can be given that disease,
or adverse publicity associated with the threat of disease, may not
negatively affect the demand for poultry and poultry products.
The poultry industry, both as to the poultry itself and the
commodities, such as grain, used in the industry, is subject to the
adverse effects of bad weather, such as drought and extreme heat or
cold. Although the Company has taken steps to minimize the effects of
weather on its chickens and turkeys, the Company has little control
over the adverse effect of bad weather on the price of grain which is
used to make feed, the largest single cost of the Company's
operations. Additionally, the prices of corn and soybeans are subject
to other influences, such as government programs and foreign
competition.
Although poultry prices are affected by these costs of
production, as with any meat product, poultry prices are controlled
more by supply and demand, making the poultry industry highly
competitive. The pricing of poultry products is so competitive that
any company with a cost advantage is in a favorable competitive
position. Seasonal increases in production and demand contribute to
fluctuations in prices.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the Dividend
Reinvestment and Stock Purchase Plan of WLR Foods. Certain
definitions used in the Plan are set forth beginning on page 14.
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Purpose
1. What is the purpose of the Plan?
The principal purpose of the Plan is to provide current and
potential investors in the Company with a convenient method of
investing cash payments and cash dividends in shares of WLR Foods
Common Stock without payment of any brokerage commission or service
charge. The Common Stock may either be purchased in the open market
by an Independent Agent, or directly from WLR Foods in the Company's
sole discretion. To the extent shares are purchased directly from WLR
Foods, the Plan will also provide a means of raising new capital for
WLR Foods.
Investment in the Plan
2. What funds may a Participant invest in the Plan?
Participants may (a) have cash dividends on all, or less than
all, of their shares of Common Stock automatically reinvested in
additional shares of Common Stock each quarter; (b) make an initial
investment in shares of Common Stock with an Initial Cash Payment of
at least $250, and no more than $20,000, per account; or (c) if
already a holder of record of shares of Common Stock, purchase
additional shares of Common Stock with Optional Cash Payments of at
least $100, up to a total of $20,000 per account per calendar year,
whether or not any dividends are being reinvested. Full investment of
funds is possible because the Plan permits fractions of shares, as
well as full shares, to be credited to Participants' accounts.
Dividends on all of the shares of Common Stock, full and fractional,
held for a Participant's account under the Plan are automatically
reinvested in additional shares of Common Stock. For income tax
information, see Questions 23-26.
No commission or service charge is paid by Participants in
connection with purchases under the Plan. However, brokerage
commissions paid by WLR Foods on behalf of Participants will be
reported to the Internal Revenue Service as income to the
Participants.
Purchase and Pricing of Shares
3. Who purchases the shares for the Plan?
Open market purchases of Common Stock will be made by an
Independent Agent to be retained by WLR Foods. New issue shares of
Common Stock may be acquired directly from WLR Foods at its option.
4. When will purchases of Common Stock be made?
If Common Stock is purchased directly from WLR Foods, the Common
Stock will be issued on the first Friday of each calendar month (the
Investment Date). If Common Stock is
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purchased in the open market, the Independent Agent shall purchase
the stock during a period beginning five days before the Investment
Date and ending on the fifteenth calendar day of the month in which
the Investment Date falls (Investment Period).
5. What will be the price of Common Stock purchased by
Participants under the Plan?
WLR Foods will have sole discretion as to whether Common Stock
purchased under the Plan will be purchased in the open market by the
Independent Agent or purchased directly from WLR Foods. The
Administrator will notify the Independent Agent prior to the
commencement of the Investment Period with respect to each Investment
Date whether to purchase shares for the Plan in the open market or
whether shares will be purchased directly from WLR Foods.
If Common Stock is purchased in the open market, the price per
share will be the weighted average price, excluding brokerage
commissions, paid by the Independent Agent for all shares purchased
during the Investment Period for the applicable Investment Date. All
open market purchases will be made at the lowest current independent
offer quotation reported on NASDAQ/NMS, and WLR Foods will pay any
administrative costs, brokerage fees and commissions. If Common Stock
is purchased directly from WLR Foods, the price per share will be the
average of the best bid and asked prices of the Common Stock as quoted
by NASDAQ/NMS on the applicable Investment Date. If shares are
purchased both in the open market and directly from WLR Foods with
respect to an Investment Date, the price paid by Participants for the
shares so purchased will be the weighted average price of all shares.
Administration
6. Who administers the Plan for Participants?
The Shareholder Services Department of WLR Foods administers the
Plan for WLR Foods. The Administrator keeps a continuing record of
Participants' accounts, sends quarterly Statements of Account to
Participants, and performs for Participants other duties relating to
the Plan. Common Stock purchased under or transferred to the Plan
will be registered in the name of a nominee, which may be a nominee of
WLR Foods or of an affiliate of WLR Foods.
Participation
7. Who is eligible to participate?
Any person or entity, whether or not a holder of record of WLR
Foods Common Stock, is eligible to participate in the Plan. In order
to elect to have dividends reinvested, beneficial owners of Common
Stock whose shares are registered in names other than their own (for
instance, in the name of a broker or bank nominee) must first have
their shares transferred into their names.
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8. Can beneficial owners reinvest their dividends?
Certain brokers may permit the beneficial owners of Common Stock
to reinvest their dividends in shares of Common Stock under their own
plan. Any such dividend reinvestment may be on terms and conditions
which differ from those set forth in this Prospectus, in which case
the terms and conditions set by each such broker shall govern. The
Company shall not be responsible for the terms of any such
participation, including the tax consequences thereof. The term
"Participant" as used in this Prospectus refers to investors
participating directly in the Plan.
9. How does an investor participate?
An investor may join the Plan by filling out the accompanying
Authorization Form and returning it to WLR Foods, Inc., Attention:
Director of Shareholder Services, P.O. Box 7000, Broadway, Virginia
22815. An Authorization Form may be obtained at any time by written
request to the Shareholder Services Department, or by calling the
Department at (540) 896-7001.
10. When may an investor join the Plan?
An investor may join the Plan at any time. All Initial or
Optional Cash Payments received prior to the commencement of an
Investment Period will be used to purchase shares as of the next
Investment Date or Investment Period, as the case may be.
Reinvestment of dividends will begin as of the next Dividend Payment
Date (generally, the first Friday of February, May, August, and
November) if an authorization Form is received by the Administrator
before the record date for such dividend (generally, three weeks prior
to the Dividend Payment Date).
11. What does the Authorization Form provide?
By marking the appropriate spaces on the Authorization Form, an
investor may choose among the following investment options:
Initial Cash Payment -- For investors who are not presently
holders of record of WLR Foods Common Stock, make an Initial Cash
Payment of at least $250, and no more than $20,000, per account.
Full Dividend Reinvestment -- For investors who are presently
holders of record of WLR Foods Common Stock, reinvest dividends on all
shares of Common Stock held.
Partial Dividend Reinvestment -- For investors who are presently
holders of record of WLR Foods Common Stock, reinvest dividends on
less than all shares of Common Stock held and continue to receive cash
dividends on the other shares.
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Optional Cash Payment -- For investors who are presently holders
of record of WLR Foods Common Stock, make Optional Cash Payments at
any time of at least $100, up to a total of $20,000 per account per
calendar year.
Safekeeping -- Deposit any or all Common Stock certificates with
the Plan Administrator for safekeeping at the time of initial
enrollment in the Plan, or at any later time.
Under all of the options, dividends on all shares of Common Stock
credited to a Participant's account under the Plan are automatically
reinvested in additional shares of Common Stock.
12. May a Participant change investment options after becoming a
Participant?
Yes. A Participant may change investment options at any time by
signing a new Authorization Form and returning it to the
Administrator. The change in participation will become effective on
the same basis as an initial enrollment in the Plan (see Question 10).
If a Participant elects to participate through the reinvestment
of dividends but later decides to change the number of shares on which
dividends are being reinvested, the Authorization Form indicating such
change of options will be effective as of the next Dividend Payment
Date provided it is received by the Administrator no later than the
record date corresponding to such Dividend Payment Date. In addition,
a Participant may stop all investment by written notice of withdrawal.
The notice will be effective to stop investment as of the next
Dividend Payment Date following the Company's receipt of the notice
provided it is received by the Administrator no later than the record
date corresponding to such Dividend Payment Date.
Initial Cash Payment and Optional Cash Payment
13. How do the Initial Cash Payment and Optional Cash Payment
features work?
Investors, whether or not holders of record of WLR Foods Common
Stock, may become Participants by making an investment in the Plan as
follows:
Investors who are not holders of record of WLR Foods Common Stock
may make an Initial Cash Payment of at least $250, and no more than
$20,000, per account. Investors who are holders of record of WLR
Foods Common Stock may make Optional Cash Payments at any time,
whether or not any dividends on shares of record are being reinvested.
The amount of each Optional Cash Payment may vary, but each payment
must be at least $100, and the total Optional Cash Payments invested
may not exceed $20,000 per account per calendar year.
When enrolling in the Plan, an Initial Cash Payment may be made
by enclosing a check or money order drawn on a United States bank and
made payable in United States dollars to the order of WLR Foods, Inc.
The Initial Cash Payment, together with the Authorization Form, should
be sent to the Administrator. Thereafter, Optional Cash Payments may
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be made by sending a check or money order drawn on a United States
bank and payable in United States dollars to the order of WLR Foods,
Inc. along with the stub attached to the most recent Statement of
Account or a letter indicating the Participant's account number.
The portion of any Initial Cash Payment and/or Optional Cash
Payment which exceeds $20,000 for any single account in a calendar
year, or any Initial Cash Payment of less than $250, or Optional Cash
Payment of less than $100, will be returned. Likewise, Participants
making an Initial Cash Payment or an Optional Cash Payment may not
specify the number of shares of Common Stock to be purchased. Any
Initial Cash Payment or Optional Cash Payment received by the
Administrator not conforming to these requirements will be returned to
the Participant by the Administrator as soon as practicable without
interest.
14. When will an Initial Cash Payment or Optional Cash Payment
be invested?
An Initial Cash Payment or Optional Cash Payment received prior
to the commencement of an Investment Period will be used to purchase
additional shares of Common Stock as of the Investment Date or
Investment Period, as the case may be, next following receipt of the
Initial Cash Payment or Optional Cash Payment. No interest will be
paid on an Initial Cash Payment or Optional Cash Payment pending
investment.
Costs
15. Are there any expenses to Participants in connection with
purchases under the Plan?
There are no brokerage fees for Participants who purchase shares
of Common Stock under the Plan. All costs of administration of the
Plan will be paid by WLR Foods.
Reports to Participants
16. What kind of reports will be sent to Participants in the
Plan?
Each Participant in the Plan will receive a quarterly Statement
of Account. These statements are a Participant's continuing record of
the cost of purchases and should be retained for income tax purposes.
In addition, Participants will receive from WLR Foods the same
information as every other shareholder, such as the Annual Report,
Quarterly Reports to Shareholders, the Notice of Annual Meeting and
Proxy Statement and the Internal Revenue Service Form 1099-DIV
reporting dividends paid and reinvested on shares registered in their
names.
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Certificates for Shares
17. Will certificates be issued for shares of Common Stock held
by the Plan?
Certificates for shares of Common Stock held by the Plan will not
be issued to Participants unless requested. The number of shares
credited to a Participant's account under the Plan will be shown on
the Statement of Account. This convenience protects against loss,
theft or destruction of certificates.
Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued upon the written
request of such Participant. A Participant may also withdraw shares
by marking the appropriate box on the reverse side of the stub
attached to his Statement of Account. Any such request should be
signed by the Participant and mailed to the Administrator. The
issuance of such certificates will not terminate the Participant's
continuation in the Plan provided at least one whole share remains in
the Participant's account. Any remaining full shares and fraction of
a share will stay in the Participant's account.
Shares credited to the account of a Participant under the Plan
may not be pledged as collateral. A Participant who wishes to pledge
such shares must request that certificates for such shares be issued
in the Participant's name.
An institution that is required by law to maintain physical
possession of certificates may request a special arrangement regarding
the issuance of certificates for Common Stock purchased under the
Plan. This request should be mailed to WLR Foods, Inc. Attention:
Director of Shareholder Services, P.O. Box 7000, Broadway, Virginia
22815.
Certificates for fractions of shares will not be issued under any
circumstances.
18. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which
certificates of the Participants are registered at the time they enter
the Plan. Consequently, certificates for whole shares issued upon the
request of Participants will be identically registered.
Safekeeping
19. May a Participant transfer shares of Common Stock registered
in his name into a Plan account for safekeeping?
Yes. To protect against a Participant's certificates being lost,
misplaced or stolen, a Participant may deposit free of charge any or
all of his Common Stock certificates with the Administrator (see
Question 6) for safekeeping. Such shares will be treated in the same
manner as shares purchased through the Plan. If a Participant wishes
to use this safekeeping service, the Participant should mark the
appropriate box on the Authorization Card and return it to the
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Administrator together with the certificate or certificates. The
certificate should not be endorsed. Delivery of certificates is at
the risk of the shareholder, and, for delivery by mail, insured
registered mail with return receipt requested is recommended. The
transfer of such shares will be reflected on the Participant's next
Statement of Account. Participants may withdraw some or all of
their shares from the custody of the Administrator at any time by
requesting in writing that a certificate be issued for some or all of
the full shares held by the Administrator as described in Question 17.
Withdrawal
20. When may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time. The notice
will be effective to stop the reinvestment of dividends as of the next
Dividend Payment Date following the Company's receipt of the notice
provided the notice is received by the Administrator no later than the
record date corresponding to such Dividend Payment Date.
21. How does a Participant withdraw from the Plan?
To withdraw from the Plan, a Participant must write to WLR Foods,
Inc., Attention: Director of Shareholder Services, P.O. Box 7000,
Broadway, Virginia 22815, notifying WLR Foods that the Participant
wishes to withdraw from the Plan and giving his account number. The
stub attached to the Statement of Account may be used for this
purpose. Withdrawal may be accomplished by marking the appropriate
box on the back of the stub and signing and returning the stub to WLR
Foods' Shareholder Services Department. When a Participant withdraws
from the Plan, or upon termination of the Plan by WLR Foods,
certificates for whole shares credited to the Participant's account
under the Plan will be issued and a cash adjustment will be made for
any fraction of a share.
22. What happens to a fraction of a share when a Participant
withdraws from the Plan or the Plan is terminated?
When a Participant withdraws from the Plan, a cash adjustment
representing any fraction of a share will be mailed directly to the
Participant. This cash adjustment will be the average of the best bid
and asked prices of the Common Stock as quoted by NASDAQ/NMS on the
withdrawal date. Fractional adjustments would also be made upon
termination of the Plan.
Income Tax Information
23. What are the federal income tax consequences of
participation in the Plan?
A Participant whose dividends are reinvested under the Plan will
be treated for federal income tax purposes as having received a
dividend equal to the sum of his reinvested dividends and the
brokerage commission allocable to such purchases (such commissions
being so treated
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whether such purchases are with reinvested dividends
or with an Initial Cash Payment or Optional Cash Payment). Each of
the year-end statements on Form 1099-DIV sent to each Participant
annually by WLR Foods will indicate the total amount of dividends paid
on the Company's shares held for the Participant's account under the
Plan and on all shares registered in the Participant's name on the
corporate books of the Company. Each Form 1099-DIV sent by WLR Foods
also will indicate the total amount of dividends paid on shares held
for the Participant's account under the Plan and any brokerage
commission paid by WLR Foods on behalf of the Participant.
The tax basis for Common Stock purchased with reinvested
dividends will equal the amount of such dividends plus the amount of
brokerage commissions allocable to such purchase. The tax basis of
shares purchased with any Initial Cash Payment or Optional Cash
Payment will be the amount of such Initial Cash Payment or Optional
Cash Payment plus the amount of brokerage commissions allocable to
such purchase. A Participant's holding period for shares of Common
Stock acquired through the Plan will begin on the day following the
purchase of such shares.
A Participant who receives, upon withdrawal from or termination
of the Plan, a cash adjustment for a fraction of a share will realize
a gain or loss with respect to such fraction. Gain or loss will also
be realized by the Participant when whole shares are sold or exchanged
by the Participant after the shares have been withdrawn from the Plan.
The amount of such gain or loss will be the difference between the
amount which the Participant receives for the shares or fraction of a
share, and the tax basis thereof. In addition to reporting to the
Internal Revenue Service dividends as described above, WLR Foods is
also required to file information returns on Form 1099-B reporting
sales of shares of Common Stock during each year made on behalf of
Participants.
24. What provision is made for foreign shareholders whose
dividends are subject to income tax withholding?
In the case of foreign shareholders whose dividends are subject
to United States income tax withholding, WLR Foods will apply the net
amount of any dividend which is being reinvested by such Participants,
after the deduction of taxes, to the purchase of shares of Common
Stock.
An Initial Cash Payment or Optional Cash Payment received from
them must be by check or money order drawn on a United States bank and
payable in United States dollars and will be invested in the same
manner as Initial Cash Payments or Optional Cash Payments from other
Participants.
25. When will a Participant be subject to 31% backup
withholding?
A Participant will have withheld 31% of his dividends if (i) he
fails to certify to WLR Foods on a Form W-9 that the Participant is
not subject to backup withholding, (ii) he fails to
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certify that the taxpayer identification number provided is correct,
or (iii) the Internal Revenue Service notifies WLR Foods that the
Participant is subject to backup withholding.
26. What are the state income tax consequences of participation
in the Plan?
State income tax laws vary. Participants should consult with
their own income tax advisors to determine the applicable state income
tax consequences of participation in the Plan.
Other Information
27. What happens when a Participant who is reinvesting the cash
dividends on all or part of the shares of Common Stock
registered in the Participant's name sells or transfers a
portion of such shares or acquires more shares?
If a Participant who is reinvesting the cash dividends on all of
the shares of Common Stock registered in the Participant's name
disposes of a portion of such shares, WLR Foods will continue to
reinvest the dividends on the remainder of the shares. If a
Participant who has elected full dividend reinvestment for his shares
acquires more shares of Common Stock, registered identically,
dividends on such new shares will also be reinvested without further
action by the Participant.
If a Participant who is reinvesting dividends on less than all of
the shares of Common Stock registered in the Participant's name
disposes of a portion of such shares, WLR Foods will continue to
reinvest the dividends on the remainder of the shares up to the number
of shares originally authorized. For example, if the Participant
authorized WLR Foods to reinvest the cash dividends on 50 shares of
Common Stock of a total of 100 shares of Common Stock registered in
the Participant's name, and then the Participant disposes of 25
shares, WLR Foods will continue to reinvest the cash dividends on 50
of the remaining 75 shares. If, instead, the Participant disposes of
75 shares of Common Stock, WLR Foods will continue to reinvest the
cash dividends on all of the remaining 25 shares. If the Participant
then acquires additional shares of Common Stock so that his holdings
of record again total more than 50 shares of Common Stock, WLR Foods
will be guided by the Participant's original instructions and reinvest
the dividends from 50 shares, and the Participant will receive a check
for dividends on the shares of record in excess of 50.
28. What happens when a Participant sells or transfers all
registered stock?
If a Participant disposes of all shares of Common Stock
registered in the Participant's name, the dividends on the shares
credited to the Participant's account under the Plan will continue to
be reinvested until the Participant notifies WLR Foods that the
Participant wishes to withdraw from the Plan.
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29. How many shares are available to be sold by WLR Foods under
the Plan?
Two million two hundred fifty thousand shares of Common Stock
have been reserved by WLR Foods for issuance under the Plan.
30. What happens if WLR Foods has a rights offering, issues a
stock dividend or declares a stock split?
A Participant's entitlement in a Common Stock rights offering
will be based upon his total holdings of Common Stock--those shares of
Common Stock registered in the Participant's name, if any, on the
books of WLR Foods and those credited to his account under the Plan.
Rights with respect to all shares will be mailed directly to the
Participant. However, rights will be issued to the Participant for
the number of whole shares only, and no rights shall be issued based
on a fraction of a share.
Stock dividends distributed on shares of Common Stock held and
registered in the name of a Participant on the books of WLR Foods, as
well as shares distributed on account of any split of such shares,
will be mailed directly to the Participant. Stock dividends on shares
of Common Stock credited to a Participant's account in the Plan, or
upon any split of such shares, will be credited to the Participant's
account.
31. How will a Participant's shares be voted at meetings of
shareholders?
Each Participant will receive a proxy for the total number of
shares of Common Stock held--both the shares of Common Stock
registered in the Participant's name and the shares of Common Stock
credited to the Participant's account under the Plan. If the proxy is
returned properly signed and marked for voting, all of the
Participant's full and fractional shares--those registered in the
Participant's name and those credited to the Participant's account
under the Plan--will be voted as marked. The total number of full and
fractional shares may also be voted in person at a meeting.
If no instructions are received on a properly signed proxy with
respect to any item thereon, all of a Participant's whole shares will
be voted in accordance with the recommendation of the Board of
Directors and the management of WLR Foods, just as for non-
participating shareholders who return proxies and do not provide
instructions. If the proxy is not returned, or if it is returned
unsigned, none of the Participant's shares will be voted, unless the
Participant or the Participant's duly authorized representative votes
in person.
Voting rights are vested exclusively in the holders of the Common
Stock, except as expressly provided to the contrary in WLR Foods'
charter, or as otherwise required by law.
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32. What is the responsibility of the Administrator and
Independent Agent under the Plan?
The Administrator and Independent Agent, in administering the
Plan on behalf of WLR Foods, will not be liable for any act done in
good faith without negligence, nor will they be liable for any non-
negligent good faith omission to act.
Participants should recognize that WLR Foods cannot assure them
of a profit or protect them against a loss on the shares held or
purchased by them under the Plan.
33. May the Plan be changed or discontinued?
WLR Foods reserves the right to suspend, modify or terminate the
Plan at any time. All Participants will receive notice of any such
suspension, modification or termination.
Definitions
Administrator - the Shareholder Services Department of WLR Foods.
Authorization Form - provided by the Administrator; used to begin
or change participation in the Plan.
Dividend Payment Date - the date on which Common Stock dividends
are paid; generally, the first Friday of February, May, August and
November.
Independent Agent - a broker-dealer registered under the Exchange
Act acting as an agent of WLR Foods in the purchase of Common Stock
under the Plan.
Initial Cash Payment - an initial cash investment in the Plan by
an investor who is not currently a shareholder of record.
Investment Date - the date on which Initial Cash Payments and
Optional Cash Payments are invested in Common Stock purchased directly
from WLR Foods; generally, the first Friday of each calendar month.
Investment Period - the period which begins five business days
prior to the Investment Date and ends on the fifteenth calendar day of
the month in which the Investment Date falls.
Optional Cash Payments - optional additional cash investments in
the Plan.
Participant - any person or entity who participates in the Plan,
whether or not initially a holder of record of WLR Foods Common Stock.
Plan - WLR Foods' Dividend Reinvestment and Stock Purchase Plan.
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Statement of Account - Statement mailed to Participants within 15
days after the applicable Investment Period has been completed which
reports the number of shares held in the Participant's account and the
price paid for the shares; the attached stub should be used to
terminate participation in the Plan, or withdraw shares in the Plan,
and when submitting Optional Cash Payments.
USE OF PROCEEDS
WLR Foods does not know the number of shares that will ultimately
be purchased under the Plan or the prices at which such shares will be
purchased. The net proceeds realized by WLR Foods from shares of
Common Stock purchased directly from the Company from time to time
under the Plan will be added to the general funds of the Company and
used for general corporate purposes.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed
upon for the Company by the law firm of Wharton, Aldhizer & Weaver,
P.L.C., Harrisonburg, Virginia. As of the date of this Prospectus,
members of the firm beneficially owned, in the aggregate, 17,177
shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements and schedules of the
Company and its subsidiaries which are included or incorporated
by reference in the Company's Annual Report on Form 10-K for the
fiscal year ended July 1, 1995 have been incorporated by reference
herein in reliance upon the reports of KPMG Peat Marwick LLP,
independent auditors, upon the authority of that firm as experts in
accounting and auditing. To the extent that KPMG Peat Marwick LLP
audits and reports on the consolidated financial statements and
schedules of the Company and its subsidiaries issued at future dates,
and consents to the use of their reports thereon, such consolidated
financial statements and schedules also will be incorporated
by reference in this Prospectus in reliance upon their reports and
upon said authority of such firm as experts in accounting and
auditing.
INDEMNIFICATION
In 1988, WLR Foods' shareholders approved changes to the
Company's Bylaws, which changes afforded the Company's officers and
directors the fullest liability protection available under Virginia
law. Specifically, in any proceeding brought against WLR Foods'
officers or directors by a shareholder in the right of the Company, or
brought by or on behalf of shareholders of the Company, monetary
damages awarded against the officers or directors are limited to $1;
provided, however, that this cap will not apply if the officer or
director engaged in willful misconduct or a knowing violation of
criminal law or of any federal or state securities law.
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WLR Foods' Bylaws indemnify the Company's officers and directors
against all liabilities and expenses arising out of proceedings
against them, except liabilities and expenses incurred because of
their willful misconduct or knowing violation of the criminal law.
The Company is also required to advance expenses of any officer or
director in proceedings against them.
WLR presently maintains an officer and director liability
insurance policy in the amount of $10 million, with a deductible of
$100,000 for corporate reimbursement only. The policy insures WLR
Foods against loss by reason of wrongful acts by its officers and
directors which WLR must indemnify, and it insures the officers and
directors against loss by reason of their wrongful acts committed
while serving WLR.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to officers, directors or
persons controlling WLR pursuant to the foregoing provisions, WLR has
been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
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Item 16. Exhibits
3.1 Articles of Restatement (incorporated by reference as to
Exhibit 31 to Form 10-K filed October 2, 1995).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to Form 10-
K filed October 2, 1995).
4 Form of Common Stock Certificate (incorporated by reference
to Exhibit 4 to Form 10-K filed September 27, 1990).
5 Opinion and Consent of Wharton, Aldhizer & Weaver, P.L.C.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Wharton, Aldhizer & Weaver, P.L.C. (see Exhibit 5).
24 Power of Attorney (incorporated by reference to Exhibit 24
to Form 10-K filed October 2, 1995).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment Number One to Registration
Statement No. 33-54692 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Harrisonburg, Commonwealth of
Virginia, on the 23rd day of July, 1996.
WLR FOODS, INC.
By:_____/s/_James L. Keeler________________
James L. Keeler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement No. 33-54692 has been signed by the
following persons in the capacities indicated as of the 23rd day of
July, 1996.
Signature Title
____/s/__Robert T. Ritter______________ Treasurer and Chief
Robert T. Ritter Financial Officer
___/s/__James L. Keeler________________ Chief Executive Officer and
James L. Keeler Director
_______________________________________ Director
George E. Bryan*
_______________________________________ Director
Charles L. Campbell*
_______________________________________ Director
Stephen W. Custer*
_______________________________________ Director
Calvin G. Germroth*
<PAGE>
_______________________________________ Director
William H. Groseclose*
_______________________________________ Director
J. Craig Hott*
_______________________________________ Director
Herman D. Mason*
_______________________________________ Director
Charles W. Wampler, Jr.*
_______________________________________ Director
William D. Wampler*
*By__/s/__James L. Keeler______________
James L. Keeler, Power of Attorney
<PAGE>
INDEX TO EXHIBIT
Exhibit
3.1 Articles of Restatement (incorporated by
reference to Exhibit 3.1 to Form 10-K filed
October 2, 1995)
3.2 Bylaws (incorporated by reference to
Exhibit 3.2 to Form 10-K filed October 2,
1995).
4 Form of Common Stock Certificate
(incorporated by reference to Exhibit 4 to
Form 10-K filed September 27, 1990).
5 Opinion and Consent of Wharton, Aldhizer &
Weaver, P.L.C.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Wharton, Aldhizer & Weaver,
P.L.C. (see Exhibit 5).
24 Power of Attorney (incorporated by
reference to Exhibit 24 to Form 10-K filed
October 2, 1995).
<PAGE>
(WHARTON, ALDHIZER & WEAVER, P.L.C. LETTERHEAD)
Exhibit 5
July 15, 1996
WLR Foods, Inc.
Post Office Box 7000
Broadway, Virginia 22815-7000
Re: Post-Effective Amendment Number One to
the Dividend Reinvestment and Stock
Purchase Plan Form S-3(D) Registration
Statement for WLR Foods, Inc.
Gentlemen:
We have acted as counsel for you in connection with the
preparation of the above-referenced document (the Registration
Statement) pursuant to the provisions of the Securities Act of 1933,
as amended, being filed with the Securities and Exchange Commission on
July 16, 1996, or as soon thereafter as possible, in respect of the
shares of WLR Foods, Inc. (WLR) common stock, no par value, which may
be issued pursuant to your Dividend Reinvestment and Stock Purchase
Plan and, as such, have examined the same and all of the exhibits
being filed therewith. We are generally familiar with your corporate
affairs, including your organization and the conduct of your corporate
proceedings relating thereto. We also have examined such of your
corporate records as we have deemed necessary as a basis for this
opinion. Based on the foregoing, it is our opinion that:
1. WLR is a corporation duly organized, validly
existing, and in good standing under the laws of the
Commonwealth of Virginia.
2. The 2,250,000 shares of WLR common stock, no par
value, which are the subject of the Registration Statement
have been duly and validly authorized and, when issued
pursuant to the proper resolution of the Board of Directors
of WLR and upon the terms set forth in the Registration
Statement, will be legally issued, fully paid and non-
assessable.
The foregoing opinion is contingent upon the Registration
Statement becoming effective, and we consent to its use as an exhibit
therein and to the reference to this firm in the Prospectus an the
Registration Statement and any amendments thereto.
Very truly yours,
Wharton, Aldhizer & Weaver, P.L.C.
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors:
WLR Foods, Inc.:
We consent to incorporation by reference in the registration statement
(No. 33-54692) on Form S-3(D) of WLR Foods, Inc. of our reports dated
August 16, 1995, relating to the consolidated balance sheets of WLR
Foods, Inc. and subsidiaries as of July 1, 1995 and July 2, 1994, and
the related consolidated statements of earnings, shareholders equity
and cash flows, for each of the fiscal years in the three-year period
ended July 1, 1995, and all related schedules, which reports are
included or incorporated by reference in the Form 10-K of WLR Foods,
Inc. for the fiscal year ended July 1, 1995, incorporated by reference
into the registration statement. We also consent to the reference to
our firm under the heading Experts in the prospectus.
KPMG Peat Marwick LLP
Richmond, Virginia
July 19, 1996
