UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
COMMISSION FILE NUMBER 0-17060
WLR FOODS, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1295923
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
P.O. Box 7000
Broadway, Virginia 22815
(Address including Zip Code of Registrant's
principal executive offices)
(540) 896-7001
(Registrant's telephone number, including area code)
Indicate by cross mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes (X) No ()
The number of shares outstanding of Registrant's Common Stock, no par
value, at November 6, 1998 was 16,406,256 shares.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
(unaudited) Thirteen weeks ended
In thousands, except per share data September 26, September 27,
1998 1997
<S> <C> <C>
Net sales $237,941 $242,541
Cost of sales 196,644 225,795
-------- --------
Gross profit 41,297 16,746
Selling, general and administrative expenses 25,408 22,955
-------- --------
Operating income (loss) 15,889 (6,209)
Other expense:
Interest expense 4,885 4,306
Gain on sale of Goldsboro division (7,872) -
Miscellaneous expense (income) (22) (562)
-------- --------
Other expense (income) (3,009) 3,744
-------- --------
Earnings (loss) before income taxes and
minority interest 18,898 (9,953)
Income tax expense (benefit) 7,181 (3,584)
Minority interest in net earnings of
consolidated subsidiary - 66
-------- --------
Net earnings (loss) from continuing operations $11,717 ($6,435)
Income from discontinued operations, net of tax 664 1,983
Gain on disposal of discontinued operations,
net of tax 15,499 -
-------- --------
Total income from discontinued
operations 16,163 1,983
<PAGE>
Extraordinary charge on early
extinguishment of debt, net of tax ($1,606) -
-------- --------
Net income (loss) $26,274 ($4,452)
======== ========
Basic earnings (loss) per common share,
continuing operations $0.72 ($0.39)
Basic earnings per common share,
discontinued operations 0.98 0.12
Basic loss per common share,
extinguishment of debt (0.10) -
------- -------
Total basic earnings (loss) per common share $1.60 ($0.27)
Diluted earnings (loss) per common share,
continuing operations $0.70 ($0.39)
Diluted earnings per common share, discontinued
operations 0.96 0.12
Diluted loss per common share, extinguishment
of debt (0.10) -
-------- --------
Total diluted earnings (loss) per common share $1.56 ($0.27)
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Dollars in thousands September 26, June 27,
1998 1998
ASSETS (unaudited)
Current Assets
<S> <C> <C>
Cash and cash equivalents $278 $335
Accounts receivable, less allowance for
doubtful accounts of $2,236 and $1,515. 62,034 72,457
Inventories (Note 2) 113,568 128,031
Income taxes receivable 1,002 1,002
Other current assets 946 1,870
-------- --------
Total current assets 177,828 203,695
Property, plant and equipment, net 114,316 153,702
Deferred income taxes 1,291 18,247
Other assets 4,329 6,098
-------- --------
Total Assets $297,764 $381,742
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $4,172 $3,452
Excess checks over bank balances 9,764 9,925
Trade accounts payable 30,911 28,742
Accrued expenses 37,227 32,245
Deferred income taxes 6,677 10,636
-------- --------
Total current liabilities 88,751 85,000
Long-term debt, excluding current maturities 74,312 189,225
Other liabilities and deferred credits 3,627 3,626
3
<PAGE>
Shareholders' equity :
Common stock, no par value. 68,760 67,851
Additional paid-in capital 2,974 2,974
Retained earnings 59,340 33,066
-------- --------
Total shareholders' equity 131,074 103,891
-------- --------
Total Liabilities and Shareholders' Equity $297,764 $381,742
======== ========
See accompanying Notes to Consolidated Financial Statements.
4
</TABLE>
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(unaudited) Thirteen weeks ended
Dollars in thousands September 26, September 27,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings (loss) $26,274 ($4,452)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities:
Extraordinary loss on early extinguishment of
debt 1,606 -
Depreciation and amortization 6,100 6,658
(Gain) loss on sale of property, plant and
equipment 5 (305)
Gain on sale of Goldsboro division (7,872) -
Gain on sale of discontinued operation (24,998) -
Deferred income taxes 12,013 (4,336)
Other, net (36) (159)
Change in operating assets and liabilities:
Decrease in accounts receivable 5,370 4,073
Decrease in inventories 5,405 5,541
Decrease in other current assets 832 4,620
Decrease (Increase) in long-term assets (520) 323
(Decrease)Increase in accounts payable 3,785 (2,402)
(Decrease) Increase in accrued expenses and
other 5,782 (2,068)
-------- --------
Net Cash Provided by Operating Activities 33,746 7,493
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (8,122) (3,994)
Proceeds from sale of discontinued operation 53,928 -
Proceeds from sale of Goldsboro division 37,582 -
Proceeds from sale of property, plant and
equipment 16 1,115
-------- --------
5
<PAGE>
Net Cash Provided by (Used in) Investing
Activities 83,404 (2,879)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of revolver and long-term
debt 42,850 9,570
Payments on revolver and long-term debt (160,079) (4,031)
Decrease, in checks excess over bank balances (161) (5,953)
Issuance of common stock 183 215
Repurchase of common stock - (4,438)
-------- --------
Net Cash Used in Financing Activities (117,207) (4,637)
-------- --------
Decrease in Cash and Cash Equivalents (57) (23)
Cash and Cash Equivalents at Beginning of Fiscal
Year 335 283
-------- --------
Cash and Cash Equivalents at End of Period $278 $260
======== ========
Cash paid (refunded) for :
Interest $6,014 $3,105
Income taxes paid (refunded) 148 (3,310)
The Company considers all highly liquid investments with maturities of 3 months
or less at purchase to be cash equivalents.
Non-cash financing activities:
In fiscal 1999:
The Company recorded 142,384 stock warrants at a value of $904,136 which related
to the February 1998 debt refinancing.
The Company incurred an extraordinary charge on early extinguishment of debt in
the amount of $2.6 million.
In fiscal 1998:
The Company issued 102,296 shares of common stock in the first quarter.
See accompanying Notes to Consolidated Financial Statements.
6
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
WLR Foods, Inc. and Subsidiaries
1. Accounting Policies
The consolidated financial statements presented herein, include the
accounts of WLR Foods, Inc. and its wholly-owned subsidiaries. All
material balances and transactions have been eliminated in
consolidation. The consolidated balance sheet as of September 26,
1998, and the consolidated statements of operations for the thirteen
weeks ended September 26, 1998 and September 27, 1997, and the
consolidated statements of cash flows for the thirteen weeks ended
September 26, 1998 and September 27, 1997 are unaudited. In the
opinion of management, all adjustments necessary for fair presentation
of such consolidated financial statements have been included. Such
adjustments consisted only of normal recurring accruals and the use of
estimates. Interim results are not necessarily indicative of results
for the entire fiscal year.
The consolidated financial statements and notes are presented in
conformity with the requirements for Form 10-Q and do not contain
certain information included in the Company's annual consolidated
financial statements and notes.
The Company's unaudited interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements included in the Annual Report to Shareholders for the
fiscal year ended June 27, 1998. In both, the accounting policies and
principles used are consistent in all material respects.
2. Inventories
A summary of inventories at September 26, 1998 and June 27, 1998
follows:
(unaudited)
Dollars in thousands September 26, 1998 June 27,1998
Live poultry and breeder flocks $ 50,305 $ 58,947
Processed poultry and meat products 37,064 38,837
Packaging supplies, parts and other 14,332 15,879
Feed, grain and eggs 11,867 14,368
-------- --------
Total inventories $113,568 $128,031
======== ========
7
<PAGE>
3. Earnings Per Share
The following is a reconciliation between the calculation of basic and
diluted net earnings (loss) per share:
First Quarter First Quarter
September 26, September 27,
1998 1997
Basic EPS Computation
Numerator - Net earnings (loss) $26,274 ($4,452)
Denominator:
Common shares outstanding 16,427 16,242
Effect of outstanding stock warrants 22 0
------- -------
Basic weighted average common shares
outstanding 16,449 16,242
Basic earnings (loss) per share $1.60 ($0.27)
======= =======
Diluted EPS Computation
Numerator - Net earnings (loss) $26,274 ($4,452)
Denominator:
Common shares outstanding 16,427 16,242
Effect of outstanding options 8 0
Effect of outstanding stock warrants 378 0
------- -------
Diluted weighted average common shares
outstanding 16,813 16,242
Diluted earnings (loss) per share $1.56 ($0.27)
======= =======
4. Sale of Assets
The Company completed the sale of its Cassco Ice & Cold Storage
subsidiary in July 1998 for net proceeds of approximately $54 million.
The stock transaction resulted in a gain of approximately $25 million
($15 million after tax.) Income from operations in the current fiscal
year was approximately $1 million ($0.7 million after tax.) Both
items relating to the sale have been segregated from continuing
operations and reported as separate line items on the statement of
operations.
In August 1998, the Company completed the sale of its Goldsboro, North
Carolina chicken complex. Net proceeds of approximately $37 million
resulted in a gain of approximately $8 million ($5 million after tax.)
8
<PAGE>
Due to the permanent reduction in long term debt resulting from the
sale of the Cassco subsidiary and the Goldsboro complex, the Company
incurred an extraordinary loss of approximately $2.6 million ($1.6
million after tax) on the write-off of capitalized debt costs.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
WLR Foods, Inc. (the Company) is a fully integrated poultry
production, processing and marketing business with operations in
Virginia, West Virginia, Pennsylvania and North Carolina.
Operating income for the first quarter of fiscal year 1999 of $15.9
million was $22.1 million more than the same quarter last year. The
improvement was primarily due to lower feed costs approximating $19
million. Additionally, strong chicken pricing resulted in a favorable
price variance of approximately $9 million.
Results of Operations
Net sales from continuing operations for the quarter decreased 1.9% to
$237.9 million compared to $242.5 million for the same quarter last
year. First fiscal quarter chicken revenues as compared to last
year s first quarter increased 6%, the result of an 8% increase in
prices offset by a 2% decrease in volume sold. Turkey revenues were
down 6%, virtually all attributable to a decrease in volume.
For the first quarter, gross profits were $41.3 million and gross
profit margin as a percent of sales was 17.4%, versus gross profits of
$16.7 million and a gross profit margin of 6.9% for the same quarter
last year. Improved grain costs of approximately $19 million were the
result of corn and soymeal average delivered prices decreasing 15% and
38%, respectively. Tight supplies of chicken, coupled with strong
demand, resulted in extremely favorable chicken pricing. The 8%
increase in chicken prices resulted in approximately $9 million
additional revenues. Turkey pricing was approximately the same as the
first quarter of fiscal 1998, but volumes were down due to production
cuts in the North Carolina turkey operations.
Selling, general and administrative expenses increased $2.5 million
when compared to the first quarter of fiscal 1998. The increase was
primarily due to a one-time non-cash charge of $1.5 million for assets
that can not be utilized in the company s turkey operations.
Additionally, employee incentive programs based upon profitability
resulted in an additional $0.5 million in expense.
Interest expense was $0.6 million higher than the same period last
year, with higher interest rates more than offsetting the reduced
borrowing levels.
On July 31, 1998 the company sold its Cassco Ice and Cold Storage,
Inc. subsidiary for net proceeds of approximately $54 million. The
10
<PAGE>
income from Cassco, net of tax, was $0.7 million versus $1.9 million
for the same quarter last year and has been separately classified as
income from discontinued operations on the consolidated statements of
operations. The net proceeds from the sale of the subsidiary were
used to reduce long-term debt. The gain on the sale of $15.5 million,
net of tax, has been specifically identified on the consolidated
statements of operations as a gain on the sale of discontinued
operations.
On August 14, 1998 the company sold its Goldsboro, North Carolina
chicken complex for net proceeds of approximately $37 million. The
gain on the sale of the complex of $7.9 million was recognized in the
first quarter in other income. Net proceeds from the sale were used
to reduce long term debt.
Due to the permanent reduction in long term debt resulting from the
sale of the Cassco subsidiary and the Goldsboro complex, the company
incurred an extraordinary loss, net of tax, of $1.6 million on the
write-off of capitalized debt costs.
For the quarter, net income from continuing operations was $11.8
million, or $0.70 per diluted share compared to a net loss of $6.4
million or $0.39 per share. Net income, including the results from
discontinued operations, asset sales and extraordinary charges was
$26.3 million, or $1.56 per diluted share versus a net loss of $4.4
million, or $0.27 per diluted share in the same period last year.
Financial Condition and Liquidity
Accounts receivable and total inventory were $10.4 million and $14.5
million lower, respectively, when compared to the end of fiscal year
1998. The majority of the decrease in inventory was in live poultry,
where inventories were reduced by $8.7 million.
Debt levels were reduced substantially during the quarter, from $192.7
million at year-end 1998 to $78.5 million at the end of the first
quarter of 1999. The decrease of $114.2 million is the result of
approximately $92 million from the sales of the Cassco Ice and Cold
Storage, Inc. subsidiary and the Goldsboro complex, and from
approximately $22 million in cash flow from operations during the
quarter.
Capital Resources
The Company's capital spending for the quarter was $8.1 million. The
major capital project during the first quarter was the conversion of
the Marshville, North Carolina complex from turkey to chicken, which
resulted in capital expenditures of $5.6 million. The remaining
capital expenditures were primarily for replacements of existing
11
<PAGE>
equipment and safety requirements. Depreciation expense was $4.9
million for the quarter. Projected capital spending for fiscal year
1998 is expected to total $22 to $28 million.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." SOP 98-1
is effective for fiscal years beginning after December 15, 1998 and
provides guidance on accounting for the described costs. SOP 98-1
should not have a material impact on our financial position, results
of operations or cash flows when adopted.
In June 1998, The Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS is effective in fiscal year 2000. We have not yet
determined the impact of the adoption on our financial statements;
however, we do not expect the impact to be material.
The Company is aware of the issues associated with the Year 2000
problem as the millennium approaches. Management has been addressing
the problem since 1995 when financial and order management systems
were integrated into one set of software. The Company has determined
that it will be required to upgrade some of the current software so
that its computer systems will function properly with respect to dates
in the year 2000 and thereafter. The newer release of the year 2000
software is expected to be upgraded in the current fiscal year.
Management continues to review operational systems in its facilities
and does not anticipate the Year 2000 issue will have a material
impact on its financial condition.
The Company will be initiating communications with its significant
suppliers and customers to determine the extent to which the Company's
systems will be impacted by third parties' failure to address their
own Year 2000 issues. There can be no assurance that the systems of
other parties upon which the Company relies will be converted on a
timely basis.
Company performance expectations or "forward looking statements"
expressed from time to time are always subject to the possible
material impact of any risks of the business. These risks include
weather conditions impacting grain production and harvesting and live
growout of poultry; feed supplies and prices; supplies and selling
prices of poultry and competing meats; consumer preferences;
governmental and regulatory intervention in the export/import of
poultry; changes in the regulations governing production processes;
and fluctuations in the general business climate.
12
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on October 31,
1998 at 10:00 a.m. in Bridgewater, Virginia. The voting results were
as follows:
Votes
Broker
Proposal For Against Withheld Abstention Non-Votes
- -----------------------------------------------------------------------------
#1 Election of
Directors Class
A Director (to
serve until
2000 Annual
Meeting of
Shareholders)
Keith E. Alessi 11,318,394 993,725
Class B
Directors (to
serve until 2001
Annual Meeting
of Shareholders)
Katherine K. Clark 11,327,550 984,567
Stephen W. Custer 11,067,911 1,244,207
Calvin G. Germroth 11,067,365 1,244,753
James L. Keeler 10,974,157 1,337,961
Directors whose term continued after the meeting were:
J. Craig Hott
William D. Wampler
William H. Groseclose, Jr.
Charles L. Campbell
Charles W. Wampler, Jr.
George E. Bryan
Herman D. Mason
#2 Approval of
1998 Long Term
Incentive Plan 7,713,936 1,364,102 356,765 2,877,315
#3 Ratification
of Appointment
of Independent
Auditors 12,085,364 55,402 165,880 5,472
13
<PAGE>
Item 5. Other Information
On October 31, 1998, Charles W. Wampler, Jr., Chairman of the
Registrant's Board of Directors, and Directors George E. Bryan, Calvin
G. Germroth and Herman D. Mason, announced their resignations from the
Board at the annual meeting of the Company's shareholders. Messrs.
Bryan, Mason and Wampler had served as directors of the Registrant
since 1984. Mr. Germroth had served as a director since the Company
went public in 1988.
Consistent with many public companies, WLR's Bylaws provide that a
director may not be elected to a new term after reaching age 72.
While the directors serving at that time are exempt from the mandatory
retirement provision, the resignations of the four directors, all of
whom are over age 72, is consistent with the Company's Bylaws.
At its regular meeting on October 30, 1998, the Board elected William
D. Wampler to succeed Charles W. Wampler, Jr. as Chairman of the
Board. The Board also appointed Charles W. Wampler, Jr. Chairman
Emeritus, and George E. Bryan, Calvin G. Germroth and Herman D. Mason
as Directors Emeritus. As such, they will be invited to attend Board
meetings, but will not have a vote.
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
99 Press Release
(b) Form 8-K
Reporting Date July 6, 1998. Item Reported - Item 5, Other
Events. WLR Foods, Inc. reported that Neil D. Showalter would succeed
Robert T. Ritter as the Company's Chief Financial Officer. Neil D.
Showalter subsequently resigned on July 31, 1998 in connection with
the sale by WLR Foods, Inc. of its Cassco Ice & Cold Storage
subsidiary.
Reporting Date July 23, 1998. Item Reported - Item 5, Other
Events. WLR Foods, Inc. announced plans to sell its Cassco Ice & Cold
Storage subsidiary to Packaged Ice, Inc. and announced plans to sell
its Goldsboro, North Carolina chicken complex to Case Foods, Inc.
Reporting Date July 31, 1998. Item Reported - Item 2,
Disposition of Assets. WLR Foods, Inc. reported the completion of the
sale of its Cassco Ice & Cold Storage, Inc. subsidiary to Packaged
Ice, Inc. of Houston, Texas for $59,025,000 cash. Proforma financial
statements were filed with the Commission by Form 8-K/A on October 13,
1998.
Reporting Date August 14, 1998. Item Reported - Item 5,
Other Events (as corrected by Form 8-K/A filed with the Commission on
October 27, 1998). WLR Foods, Inc. reported the completion of the
sale of its Goldsboro, North Carolina complex to Case Foods, Inc. and
Case Farms, L.L.C. for $39 million cash.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, this report is signed this 9th day of November, 1998, by the
Registrant's principal financial officer who is also authorized by the
Registrant to sign on its behalf.
WLR FOODS, INC.
__/s/ Dale S. Lam__
Dale S. Lam, Vice President of
Finance and duly authorized
signator for Registrant
16
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
99 Press Release
17
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-03-1999
<PERIOD-END> SEP-26-1998
<CASH> 278
<SECURITIES> 0
<RECEIVABLES> 62,034
<ALLOWANCES> 0
<INVENTORY> 113,568
<CURRENT-ASSETS> 177,828
<PP&E> 296,289
<DEPRECIATION> 181,973
<TOTAL-ASSETS> 297,764
<CURRENT-LIABILITIES> 88,751
<BONDS> 74,312
0
0
<COMMON> 68,760
<OTHER-SE> 62,314
<TOTAL-LIABILITY-AND-EQUITY> 297,764
<SALES> 237,941
<TOTAL-REVENUES> 237,941
<CGS> 196,644
<TOTAL-COSTS> 196,644
<OTHER-EXPENSES> 25,408
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,885
<INCOME-PRETAX> 18,898
<INCOME-TAX> 7,181
<INCOME-CONTINUING> 11,717
<DISCONTINUED> 16,163
<EXTRAORDINARY> (1,606)
<CHANGES> 0
<NET-INCOME> 26,274
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.56
</TABLE>
Exhibit 99
FOR RELEASE AFTER 11:30 A.M.
Contact: Kathleen W. Lawrence
(540) 896-0406 or (800) 815-1891
WILLIAM D. WAMPLER ELECTED CHAIRMAN OF WLR FOODS, INC.
Broadway, Virginia, October 31, 1998 At the conclusion of WLR Foods,
Inc.'s (NASDAQ: WLRF) annual shareholders' meeting today in
Bridgewater, Virginia, Chairman Charles W. Wampler, Jr. announced
that, after 62 years with the company, he was retiring as Chairman.
He will be succeeded as Chairman by his brother, William D. Wampler,
who was formally elected by the Board of Directors at their meeting on
Friday, October 30, 1998. Charles W. Wampler, Jr.'s retirement became
effective at the close of the annual shareholders meeting.
William D. Wampler is a founding Director of WLR Foods, Inc. He is
also the President and Treasurer of May Meadows Farms, Inc., and is
managing partner of Charles W. Wampler & Sons. A member of the Board
of Trustees of Bridgewater College and chairman of their Projection 21
Steering Committee, Mr. Wampler also serves on the Leadership Council
of Virginia Polytechnic Institute and State University's College of
Agriculture and Life Sciences and on the Advisory Committee for the
Poultry and Livestock Department. He holds a bachelor of science
degree in Poultry Husbandry from Virginia Polytechnic Institute and
State University.
Upon his election, William Wampler remarked, "I am looking forward to
working with Jim Keeler and his very talented management team as we
continue our efforts to improve WLR Foods' profitability. The folks
now in place have done a great job in turning the company around. I
am proud to take over for Charlie who has seen this company develop
from a small family business to the seventh largest poultry company in
the United States."
WLR Foods Inc.'s Board of Directors created the positions of Chairman
Emeritus and Director Emeritus and voted to confer the Chairman
Emeritus status on Charles W. Wampler, Jr. Three other founding
Directors, George E. Bryan, Calvin G. Germroth, and Herman D. Mason,
all of whom are over the age of 74, also retired effective at the
close of the annual meeting, and were raised to Director Emeritus
status.
As he addressed his final shareholders' meeting in his role as
Chairman, Charles Wampler said, "It has been an honor and pleasure to
serve as Chairman since 1988. I have been privileged to work with
some very fine people over all these years, and I have the utmost
confidence that the new Board and the management team will continue to
do a great job in the years to come."
<PAGE>
Five Board members were elected to new terms on the WLR Foods' Board:
Keith E. Alessi, for a two year term, and Katherine K. Clark, Stephen
W. Custer, and James L. Keeler, each for a three year term.
WLR Foods is a fully integrated provider of high quality turkey and
chicken products primarily under the Wampler Foods(R) brand. It is
nationally ranked as the seventh largest poultry processor by sales
volume and is an international leader in poultry exports. WLR Foods
has processing operations in Virginia, North Carolina, West Virginia,
and Pennsylvania.
<PAGE>
