SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WLR FOODS, INC.
(Name of Issuer)
COMMON STOCK
NO PAR VALUE
(Title of Class of Securities)
929286 10 2
(CUSIP Number)
P.O. Box 7001
Broadway, Virginia 22815
(540) 896-7000
(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 and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1997
(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/A,
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:
[ ]
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CUSIP NO. 929286 10 2 13D/A
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 1,006,084
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 105,398
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,006,084
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 238,756
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 238,756
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,139,442
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 136,961
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,176,910
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 136,961
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 276,224
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,313,871
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 56,020
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 56,020
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
956,706
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 18,658
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 18,658
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
919,344
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 208,255
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 208,255
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,108,941
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 132,078
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 132,078
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,032,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 13,156
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 13,156
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
913,842
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 3,893
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 900,686
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,893
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,579
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
CUSIP NO. 929286 10 2 13D/A
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 382,134
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,205,099
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 382,134
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 304,413
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,587,233
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!
11
<PAGE>
Items 5 of Schedule 13D dated August 29, 1994 is hereby amended by
replacing the information added by Amendment 1 with the following:
Item 5. Interest in Securities of the Company.
On January 15, 1997 the Registrant, Cuddy Farms, Inc.
(Cuddy), and certain of Cuddy's lenders entered into a Stock
Repurchase Agreement, pursuant to which the Registrant is to
repurchase the shares subject to the Voting Trust Agreement dated
October 26, 1994 between the Registrant, Cuddy, and others (Cuddy
Trust) for $10 per share in three installments. Consequently, on
January 17, 1997, the Registrant repurchased 887,499 shares,
representing 50% of the total number of shares held in the Cuddy
Trust. On March 31, 1997, the Registrant closed the second
installment, repurchasing an addition 443,750 shares.
The remaining 443,750 shares (adjusted for a 3-for-2 stock
split on May 12, 1995) continue to be subject to the terms of the
Cuddy Trust. Accordingly, each of the Reporting Persons shares the
power to direct the vote of the 443,750 shares.
In addition, as described in Item 4, the trustee of the New
Hope Trust is obligated to vote the shares held in the New Hope Trust
according to the recommendation of the Registrant's Board of
Directors, or in the absence of a recommendation, as directed by the
registered holder of the Voting Trust certificates. Accordingly, each
of the reporting persons shares the power to direct the vote of the
456,936 shares held by the New Hope Trust with New Hope Feeds, Inc.
and Economy Truck Leasing, Inc.
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 1,006,084 shares,
or 6.1% of the total outstanding shares of the Company. Mr. Hott
shares the power to direct the vote and the disposition of 104,770
shares owned by E. E. Hott, Inc. with the directors of E. E. Hott,
Inc., and shares the power to vote and dispose of 628 shares owned
jointly with his wife.
Herman Mason is the beneficial owner of 1,139,442 shares,
representing 6.9% of the total outstanding stock. Mr. Mason has sole
voting power and sole power of disposition over 238,756 shares.
Charles W. Wampler, Jr. beneficially owns 8.0% of the
outstanding stock, or 1,313,871 shares. He has sole voting power and
sole power of disposition over 136,961 shares, and shares voting power
and the power of disposition over 274,076 shares held in trust with
William D. Wampler as co-trustee. He shares the power to vote and to
dispose of 2,148 shares held by Wampler Land, a limited partnership,
with the other general partner, William D. Wampler.
Stephen W. Custer is the beneficial owner of 956,706 shares,
representing 5.8% of the total outstanding stock. He has sole voting
power and power of disposition over 56,020 shares.
12
<PAGE>
Calvin G. Germroth beneficially owns 5.6% of the total
outstanding stock, consisting of 919,344 shares. He has the sole
power to vote or direct the vote, and the sole power to dispose of or
direct the disposition of, 18,658 shares.
13
<PAGE>
James L. Keeler beneficially owns 6.7% of the outstanding
stock, consisting of 1,108,941 shares. He has sole power to vote or
direct the vote, and sole power to dispose of or direct the
disposition of, 53,255 shares owned directly, and 155,000 shares which
he has the right to purchase within 60 days.
George E. Bryan beneficially owns 1,032,764 shares, or 6.3%
of the outstanding stock, and has sole power to vote and dispose of
132,078 shares.
Charles L. Campbell is the beneficial owner of 913,842
shares, representing 5.5% of the total outstanding shares, and has the
sole power to vote and to dispose of 13,156 shares.
William H. Groseclose beneficially owns 5.5% of the
outstanding shares, or 904,579 shares, and has the sole power to vote
or direct the vote, and to dispose of or direct the disposition of,
3,893 shares.
William D. Wampler beneficially owns 1,587,233 shares,
representing 9.6% of the total outstanding stock. He has sole voting
power as to 382,134 shares. He shares voting power and the power of
disposition over 274,076 shares held in trust with Charles W. Wampler,
Jr. as co-trustee, and over 2,148 shares owned by Wampler Land, a
limited partnership, with Charles W. Wampler, Jr. as general partner.
As a director of May Meadows Farms, Inc., Mr. Wampler also shares
power to direct the vote and disposition of 28,189 shares owned by the
corporation with the other director, Bonnie Lou Wampler, whose address
is Route 8, Box 112, Harrisonburg, Virginia 22801.
14
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Date: April 23, 1997.
_____________________________________
George E. Bryan*
_____________________________________
Charles L. Campbell*
_____________________________________
Stephen W. Custer*
_____________________________________
Calvin G. Germroth*
_____________________________________
William H. Groseclose*
_____________________________________
J. Craig Hott*
_____________________________________
James L. Keeler*
_____________________________________
Herman D. Mason*
_____________________________________
Charles W. Wampler, Jr.*
_____________________________________
William D. Wampler*
*By _____/s/ Robert T. Ritter____________
Robert T. Ritter, attorney-in-fact
15
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