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) October 9, 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
WLR Foods, Inc. announced today that, in response to concerns raised
by shareholders and stock brokers regarding record keeping and tax
reporting issues, the quarterly stock dividend program has been
suspended.
Instead, the Board of Directors will consider a stock dividend on an
annual basis beginning with the current fiscal year. The Board's
evaluation will be conducted shortly after the fiscal year accounting
records are finalized.
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Item 7. Exhibits
Exhibit 99.1 Letter to Shareholders dated October 9, 1997
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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/ Robert T. Ritter____
Robert T. Ritter
Chief Financial Officer and
Treasurer
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Exhibit 99.1
October 9, 1997
Dear Fellow Shareholder:
Over the last several months, we have received a number of comments
regarding the stock dividend and the difficulties unintentionally
created for many of you concerning record keeping and tax reporting
associated with the dividend. Based on our discussions with stock
brokers and shareholders and a review of the work involved, we believe
that the intended benefit to our shareholders was outweighed by the
effort involved in maintaining a quarterly program. Accordingly, we
will suspend our program of issuing a quarterly stock dividend.
Instead, the Board of Directors will consider a stock dividend on an
annual basis beginning with the current fiscal year. The Board s
evaluation will be conducted shortly after the fiscal year accounting
records have been finalized in late summer. We appreciate your
comments and believe that changing our dividend program in this way is
in the best long term interest of WLR Foods and our shareholders.
We appreciate your investment and interest in WLR Foods.
Sincerely,
/s/ James L. Keeler
James L. Keeler
President and Chief Executive Officer
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