SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
January 17, 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,
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:
[ ]
<PAGE>
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 1,449,647
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 105,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,449,647
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1
<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 238,584
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 238,584
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4%
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 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 136,789
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,620,636
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 136,789
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 276,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,757,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4%
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 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 55,834
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 55,834
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
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 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 18,472
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 18,472
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
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 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 208,099
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 208,099
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
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 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 131,906
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 131,906
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,476,342
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
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 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 12,970
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 12,970
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,406
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!
8
<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 3,698
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,344,436
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,698
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,134
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!
9
<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 381,962
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,648,825
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 381,962
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 304,389
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,787
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
Items 3-5 of Schedule 13D dated August 29, 1994 are hereby amended to
add the following:
Item 3. Source and Amount of Funds or Other Consideration.
On September 29, 1995 the Registrant acquired substantially
all the assets of New Hope Feeds, Inc. and its affiliate, Economy
Truck Leasing, Inc., both of New Hope, North Carolina. The total cost
of the acquisition was $16,103,222, $6,028,700 of which was paid in
the Registrant's common stock, and the balance of which was paid in
the form of debt assumption. The 456,936 shares of the Registrant's
common stock issued are subject to the terms of a Voting Trust
Agreement dated September 29, 1995.
Item 4. Purpose of Transaction.
On September 29, 1995, the Registrant acquired the chicken
processing plant, live production assets and inventories of New Hope
Feeds, Inc. and Economy Truck Leasing, Inc. (collectively, New Hope)
for a total purchase price of $16,103,222. In addition to the
assumption of certain liabilities of New Hope, the Registrant issued
456,936 shares of its common stock, valued at 13.19375 dollars per
share, for a total value of $6,028,700.
The shares issued in the New Hope acquisition are subject to
the terms of a Voting Trust Agreement dated September 29, 1995 between
the Registrant, New Hope, and others, with Crestar Bank as independent
trustee (the New Hope Trust). During the term of the New Hope Trust,
the trustee must vote the shares subject to the trust according to the
recommendation, if any, of the Registrant's Board of Directors. In
the absence of a recommendation from the Registrant's Directors, the
trustee will vote as directed by the registered holders of the Voting
Trust certificates representing the shares held by the New Hope Trust.
The New Hope Trust will terminate on the earlier of a) September 29,
1999, b) the occurrence of a change in control in WLR Foods, Inc.,
defined as the acquisition by any individual entity or group of
beneficial ownership of more than 30% of the outstanding shares of the
Registrant's common stock, or c) the written consent of all parties to
the New Hope Trust.
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 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 (the 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.
11
<PAGE>
The remaining 887,500 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 887,500 shares.
In addition, as described in Item 4 above, 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 1,449,647 shares,
or 8.6% of the total outstanding shares of the Company. Mr. Hott
shares the power to direct the vote and the disposition of 105,211
shares owned by E. E. Hott, Inc. with the directors of E. E. Hott,
Inc., and shares the power to vote and dispose of 441 shares owned
jointly with his wife.
Herman Mason is the beneficial owner of 1,583,020 shares,
representing 9.4% of the total outstanding stock. Mr. Mason has sole
voting power and sole power of disposition over 238,584 shares.
Charles W. Wampler, Jr. beneficially owns 10.4% of the
outstanding stock, or 1,757,425 shares. He has sole voting power and
sole power of disposition over 136,789 shares, and shares voting power
and the power of disposition over 274,063 shares held in trust with
William D. Wampler as co-trustee. He shares the power to vote and to
dispose of 2,137 shares held by Wampler Land, a limited partnership,
with the other general partner, William D. Wampler.
Stephen W. Custer is the beneficial owner of 1,400,270
shares, representing 8.3% of the total outstanding stock. He has sole
voting power and power of disposition over 55,834 shares.
Calvin G. Germroth beneficially owns 8.1% of the total
outstanding stock, consisting of 1,362,908 shares. He has the sole
power to vote or direct the vote, and the sole power to dispose of or
direct the disposition of, 18,472 shares.
James L. Keeler beneficially owns 9.1% of the outstanding
stock, consisting of 1,552,535 shares. He has sole power to vote or
direct the vote, and sole power to dispose of or direct the
disposition of, 53,099 shares owned directly, and 155,000 shares which
he has the right to purchase within 60 days.
George E. Bryan beneficially owns 1,476,342 shares, or 8.7%
of the outstanding stock, and has sole power to vote and dispose of
131,906 shares.
12
<PAGE>
Charles L. Campbell is the beneficial owner of 1,357,406
shares, representing 8.0% of the total outstanding shares, and has the
sole power to vote and to dispose of 12,970 shares.
William H. Groseclose beneficially owns 8.0% of the
outstanding shares, or 1,348,134 shares, and has the sole power to
vote or direct the vote, and to dispose of or direct the disposition
of, 3,698 shares.
William D. Wampler beneficially owns 2,030,787 shares,
representing 12.0% of the total outstanding stock. He has sole voting
power as to 381,962 shares. He shares voting power and the power of
disposition over 274,063 shares held in trust with Charles W. Wampler,
Jr. as co-trustee, and over 2,137 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.
13
<PAGE>
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: February 7, 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
14
