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) July 23, 1998
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
The registrant has announced plans to sell the assets of its
Cassco Ice and Cold Storage business (Cassco) and its Goldsboro, North
Carolina chicken complex (Goldsboro). The prospective acquirors of
the assets are Packaged Ice, Inc. for Cassco and Case Foods, Inc. for
Goldsboro.
The net proceeds of the two sales are expected to exceed $90
million and will be used to reduce the registrant's indebtedness. If
consummated as currently anticipated, the sales will result in the
recognition of a significant gain. Due to the utilization of a
portion of the registrant's net operating loss carry forwards, it is
expected that only minimal cash tax payments will need to be made in
association with the asset sales.
The asset dispositions are subject to the completion of customary
due diligence, formal approval by the Company's lenders, satisfactory
resolution of Hart-Scott-Rodino Act filings in the case of the
Goldsboro complex, and approvals by the Boards of Directors of the
registrant and the acquiring companies.
Item 7. Financial Statements and Exhibits
(a) Exhibit
99 Press Release
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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/ Neil D. Showalter__
Neil D. Showalter
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
99 Press Release
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Exhibit 99
On July 23, 1998, WLR Foods, Inc. issued the following press release.
FOR IMMEDIATE RELEASE
Investor Contact: Neil Showalter
Chief Financial Officer
(540) 896-7001
Media Contact: Kathleen W. Lawrence
Director of Corporate
Communication
(540) 896-0406
WLR FOODS REPORTS PENDING SALE OF ASSETS
Broadway, Virginia, July 23, 1998 - WLR Foods, Inc. (NASDAQ: WLRF)
today announced plans to sell, in separate transactions, its Cassco
Ice and Cold Storage subsidiary and Goldsboro, North Carolina chicken
complex. The proceeds of the two sales are expected to exceed $90
million, all of which will be used to reduce debt.
Closings for both transactions are scheduled in August, subject to
certain conditions, including the completion of customary due
diligence by the purchasers and regulatory approvals. Cassco Ice and
Cold Storage, Inc. will be acquired by Packaged Ice, Inc. of Houston,
Texas, while Case Foods, Inc., headquartered in Salisbury, Maryland,
will acquire the Goldsboro complex.
In making the announcement, James L. Keeler, WLR Foods' President and
Chief Executive Officer, said: "We believe that today marks a
milestone in our efforts to enhance shareholder value, significantly
strengthen our balance sheet and better position the Company for
improved performance this fiscal year. I want to thank our employees
and vendors of Cassco and Goldsboro as well as our growers for
Goldsboro for their dedication and efforts in the past. I am happy to
report that the vast majority of them will continue to work with the
two acquiring companies."
Mr. Keeler continued: "Cassco has been a strong performer for us since
we acquired it in 1990. However, due to its relative size and
different operating profile as compared to our poultry business, we
believe that Cassco's worth has not been fully reflected in the value
of our stock. Its sale will generate a substantial gain over recorded
asset value which should be recognized in our first quarter of fiscal
1999. The anticipated reduction in our annual interest costs
resulting from the sale of the subsidiary will more than offset
Cassco's operating income projected for fiscal 1999. Furthermore, we
will continue to use Cassco's warehouses in our poultry operations
under an agreement with the purchaser."
"The sale of the Goldsboro chicken complex should also occur in the
Company's first quarter of fiscal 1999 and shortly before the
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completion of the conversion of the Marshville, North Carolina turkey
complex to chicken. With the Marshville conversion and an interim
supply agreement with the buyer of Goldsboro, we expect to see a
smooth transition in our chicken production from Goldsboro to
Marshville. We will have no disruption in service to our customers."
Mr. Keeler added: "Our principal reasons for converting Marshville
from turkey to chicken were to reduce our turkey volume and to better
utilize production facilities. Marshville's initial chicken capacity
will be the same as Goldsboro's present capacity and can be doubled,
when needed in the future, at a cost approximately one-third of the
selling price of Goldsboro. Because of this, we decided to sell
Goldsboro, which will also generate a gain over the recorded asset
value, and apply all the proceeds toward our debt.
"The proceeds of the sales will reduce our current borrowings by
almost half. In addition, with the inclusion of the gains from these
asset sales, the Company's debt to total capital ratio is anticipated
to once again be below 50%. With dramatically lower borrowings and
reduced interest expense, as well as improving fundamentals in our
chicken and turkey businesses, we expect to see greatly improved
financial performance as we go forward. As a matter of fact, we are
already seeing improvement in our financial performance. Even though
we and the analysts who follow us expect WLR Foods to report a loss
for our fourth quarter of fiscal 1998 which ended June 28, 1998, the
month of June was profitable. Assuming continuing favorable poultry
prices and feed ingredient costs, our first quarter of fiscal 1999
will be profitable."
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.
Certain statements in this news release regarding future expectations
and financial performance, other than historical information, may be
regarded as "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are
based on an assessment of a variety of factors, contingencies and
uncertainties deemed relevant by management, including technological
changes, competitive products and services, management issues as well
as risks described from time to time in the Company's report to the
Securities and Exchange Commission. As a result, the actual results
realized by the Company could differ materially from the statements
made herein. Readers of this report are cautioned not to place undue
reliance on the forward-looking statements in this report.
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