SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the
Securities and Exchange Act of 1934
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Date of Report (Date of earliest
event reported) August 21, 1997
WLR Foods, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-17060 54-1295923
(State of (Commission File (IRS Employer Iden-
Incorporation) Number) tification No.)
P.O. Box 7000 22815
Broadway, Virginia (Zip Code)
(Address of Principal executive offices)
(540) 896-7001
(Registrant's telephone number,
including area code)
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Item 5. Other Events
As of August 21, 1997, the Company stated that it has secured waivers
from its lenders covering the noncompliance, as of June 28, 1997, with
certain financial covenants set forth in its revolving credit facility
and in certain Note Agreements dated as of May 1, 1991, and June 1,
1995, both as amended. Specifically, on such date, the Company was
not in compliance with the Minimum Tangible Net Worth provisions set
forth in the facility and the Note Agreements. In accordance with
accounting rules, the Company has reclassified its related long-term
debt as a current liability. This reclassification also resulted in
an event of technical noncompliance, by less than one-tenth of one
point, with the Current Ratio tests set forth in the above agreements.
Also on August 21, 1997, the Company announced that it is exploring
the private placement of up to $150,000,000 of senior subordinated
notes. The proceeds from the proposed placement, if consummated, will
be used to reduce a portion of the Company s existing debt and for
general corporate purposes.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
WLR Foods, Inc.
By:__/s/ James L. Keeler______________
James L. Keeler
President and
Chief Executive Officer
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