SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
June 30, 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:
[ ]
1
<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 565,623
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 106,289
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5%
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 240,321
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 240,321
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
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 137,993
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 735,986
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 137,993
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 276,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4%
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 47,523
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 47,523
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
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 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 19,094
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 19,094
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,428
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
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 214,934
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 214,934
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,268
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1%
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 133,084
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 133,084
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,418
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7%
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 13,563
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 13,563
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,897
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
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 5,250
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 459,334
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 5,250
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,584
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
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 384,453
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 764,322
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 384,453
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 304,988
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,148,775
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
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 2 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 additional 443,750 shares. On June 30,
1997, the Registrant closed the third and final installment,
repurchasing the remaining 443,750 shares.
As described in Item 4, the trustee of the New Hope Trust
remains 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
459,334 shares (adjusted for a 5.25% stock dividend distributed on May
3, 1997) 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 565,623 shares,
or 3.5% of the total outstanding shares of the Company. Mr. Hott
shares the power to direct the vote and the disposition of 105,319
shares owned by E. E. Hott, Inc. with the directors of E. E. Hott,
Inc., and shares the power to vote and dispose of 970 shares owned
jointly with his wife.
Herman Mason is the beneficial owner of 699,655 shares,
representing 4.3% of the total outstanding stock. Mr. Mason has sole
voting power and sole power of disposition over 240,321 shares.
Charles W. Wampler, Jr. beneficially owns 5.4% of the
outstanding stock, or 873,979 shares. He has sole voting power and
sole power of disposition over 137,993 shares, and shares voting power
and the power of disposition over 274,493 shares held in trust with
William D. Wampler as co-trustee. He shares the power to vote and to
dispose of 2,159 shares held by Wampler Land, a limited partnership,
with the other general partner, William D. Wampler.
Stephen W. Custer is the beneficial owner of 506,857 shares,
representing 3.1% of the total outstanding stock. He has sole voting
power and power of disposition over 47,523 shares.
Calvin G. Germroth beneficially owns 3.0% of the total
outstanding stock, consisting of 478,428 shares. He has the sole
power to vote or direct the vote, and the sole power to dispose of or
direct the disposition of, 19,094 shares.
12
<PAGE>
James L. Keeler beneficially owns 4.1% of the outstanding
stock, consisting of 674,268 shares. He has sole power to vote or
direct the vote, and sole power to dispose of or direct the
disposition of, 53,684 shares owned directly, and 161,250 shares which
he has the right to purchase within 60 days.
George E. Bryan beneficially owns 592,418 shares, or 3.7% of
the outstanding stock, and has sole power to vote and dispose of
133,084 shares.
Charles L. Campbell is the beneficial owner of 472,897
shares, representing 2.9% of the total outstanding shares, and has the
sole power to vote and to dispose of 13,563 shares.
William H. Groseclose beneficially owns 2.9% of the
outstanding shares, or 464,584 shares, and has the sole power to vote
or direct the vote, and to dispose of or direct the disposition of,
5,250 shares.
William D. Wampler beneficially owns 1,148,775 shares,
representing 7.1% of the total outstanding stock. He has sole voting
power as to 384,453 shares. He shares voting power and the power of
disposition over 274,493 shares held in trust with Charles W. Wampler,
Jr. as co-trustee, and over 2,159 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 28,336 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 certify that the
information set forth in this statement is true, complete and correct.
Date: July 29, 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
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