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
---------------------------
Date of Report (Date of earliest
event reported) November 12, 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
On November 23, 1998, the Company announced it had entered into a new
three year financing arrangement with Harris Trust and Savings Bank as
agent for a syndicate of lenders, to refinance the Company's existing
debt and to provide additional borrowing capacity. The arrangement
will reduce the Company's interest rate by roughly 250 basis points,
to approximately 7 1/2%, and will provide greater financial and
operating flexibility. In addition, approximately 355,000 outstanding
warrants to purchase WLR Foods common stock at 1 cent per share will
be canceled.
Also, on November 12, 1998, the Company issued the press releases
attached hereto as Exhibits 99.2 and 99.3, and issued the press
release attached hereto as Exhibit 99.4 on November 18, 1998.
Item 7. Financial Statements and Exhibits
(c) Exhibits
See Exhibit Index.
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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.
_November 24, 1998_ By:_/s/ Dale S. Lam_
Date Dale S. Lam
Chief Financial Officer and
Vice President of Finance
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Exhibit Index
Exhibit 99.1 Press release dated November 23, 1998
Exhibit 99.2 Press release dated November 12, 1998
Exhibit 99.3 Press release dated November 12, 1998
Exhibit 99.4 Press release dated November 18, 1998
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Dale S. Lam
Chief Financial Officer
(540) 896-0457
WLR FOODS ANNOUNCES NEW CREDIT FACILITY
Broadway, Virginia, November 23, 1998 - WLR Foods, Inc. (NASDAQ: WLRF)
today announced that the Company has entered into a new three-year
financing agreement with Harris Trust and Savings Bank as agent for a
syndicate of lenders.
The new package includes a $50 million term loan and a $100 million
revolving credit facility providing total borrowing capacity of $150
million. It contains terms and covenants that provide greater
financial and operating flexibility. The Company's interest rates
will be reduced by roughly 250 basis points to approximately 7 1/2%
and will adjust with changes in market rates and improve with
strengthening financial results.
The financing replaced the Company's existing facility that was put in
place in February of this year, of which approximately $70 million in
debt remained. By prepaying the existing debt, approximately 355,000
warrants to purchase WLR common stock for $0.01 per share held by the
existing lending syndicate were cancelled, reducing diluted shares
outstanding by 2%. The Company will record an extraordinary non-cash
charge of approximately $1.5 million before tax in the current quarter
to write off the unamortized costs of the existing facility.
In making the announcement, President and Chief Executive Officer
James L. Keeler said, "This new financing represents another important
step forward in strengthening our balance sheet and reducing our
costs. In the past 8 months we have reduced our debt approximately
$130 million as the result of strategic actions as well as our strong
cash flow. We have now achieved our lowest debt-to-total capital
ratio in four years. The reduced debt levels, coupled with the lower
interest rates, should reduce interest expense over $10 million in the
next 12 months."
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.
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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. Except for
historical information, the matters set forth in this release include
forward-looking statements that involve certain risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. Potential risks and
uncertainties include, but are not limited to, such factors as
fluctuations in the cost and availability of raw materials such as the
grains used in our poultry feeds, market conditions for products and
competitive proteins both domestically and abroad, weather, flock
health, and changes in federal, state, local and foreign regulations
and laws affecting our ability to transact business.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Media Contact: Kathleen W. Lawrence
Director of Corporate
Communication
(540) 896-0406
BROOKSHIRE NAMED VICE PRESIDENT OF ADMINISTRATION
Broadway, Virginia, November 12, 1998- WLR Foods, Inc. (NASDAQ: WLRF)
today announced the promotion of Jane Taylor Brookshire to the
position of Vice President of Administration. Mrs. Brookshire has
been WLR Foods' Vice President of Human Resources since 1994. She
joined WLR Foods in 1989 as Director of Human Resources. Her prior
experience included eleven years with Holly Farms Foods, Inc. and
several years in mathematics education and supervision on the
secondary and college levels.
"Jane Brookshire's management skills and business acumen have long
been recognized by all who have worked with her, and today I am
pleased to announce that the scope of her responsibilities is being
expanded considerably," said James L. Keeler, President and Chief
Executive Officer.
Among Mrs. Brookshire's responsibilities will be human resources,
including employee relations, compensation and benefits, risk
management, health and safety, training and development, as well as
information services. Additionally, in her role as Corporate
Secretary, she oversees shareholder services.
Actively involved in many community and civic activities, Mrs.
Brookshire serves on the Boards of Directors of James Madison
University Research and Development Center, Blue Ridge Community
College Foundation, Rockingham Development Commission, and the
Harrisonburg - Rockingham County United Way. In 1997, Mrs. Brookshire
was selected as Professional Woman of the Year by the Working Women's
Forum.
A graduate of University of North Carolina University at Greensboro
with a bachelor of arts degree in Mathematics, she also earned an MBA
degree from Southern Illinois University and is a Certified Employee
Benefit Specialist from the Wharton School of Business.
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.
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Exhibit 99.3
FOR IMMEDIATE RELEASE
Media Contact: Kathleen W. Lawrence
Director of Corporate
Communication
(540) 896-0406
LAM NAMED WLR FOODS' CHIEF FINANCIAL OFFICER
Broadway, Virginia, November 12, 1998 - WLR Foods, Inc. (NASDAQ: WLRF)
today announced the appointment of Dale S. Lam as Chief Financial
Officer. Mr. Lam is currently WLR Foods' Vice President of Finance, a
position he will retain. He will be responsible for all aspects of
corporate finance for WLR Foods, Inc. and its subsidiaries.
In making the announcement, President and Chief Executive Officer,
James L. Keeler stated: "Dale Lam's outstanding performance as Vice
President of Finance made the decision to promote him to CFO an easy
one. I highly value his competence and his contributions to the
management of this company, as do the Board of Directors and his
colleagues on the management team."
Mr. Lam began his accounting career with the Richmond, Virginia office
of Coopers & Lybrand. He is a Certified Public Accountant and an
honors graduate of the University of Virginia's McIntire School of
Commerce with a concentration in accounting. While at the University
of Virginia, he was the 1985 recipient of the National Association of
Accountants' Carman Blough Award. He is a member of the American
Institute of Certified Public Accountants, the Harrisonburg Rotary
Club, and the Raven Society of the University of Virginia.
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.
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Exhibit 99.4
FOR IMMEDIATE RELEASE
Investor Contact: Dale S. Lam
Chief Financial
Officer
(540) 896-0457
Media Contact: Kathleen Lawrence
Director of
Corporate Communication
(540) 896-0406
WLR FOODS TO CONSOLIDATE TURKEY FURTHER PROCESSING
- - Announces Pending Sale of Monroe, N.C. Plant -
Broadway, Virginia, November 18, 1998 - WLR Foods, Inc. (NASDAQ: WLRF)
today announced plans to consolidate, in Franconia, Pennsylvania, its
Monroe, North Carolina and Franconia further processing operations.
James L. Keeler, President and Chief Executive Officer of WLR Foods,
said, "Over the past year, our company has made several strategic
moves to improve productivity and profitability. By consolidating all
of our turkey further processing operations in Franconia where we have
similar operations, we anticipate savings of approximately $5 million
per year. The conversion and expansion of the Franconia plant will
take place between January and March 1999 and include an investment in
state-of-the-art equipment that will further support our strong
commitment to our value added turkey product line."
The company has signed an agreement, which is subject to certain
conditions, to sell the Monroe plant to Gold Signature Foods, LLC of
Bedford, Virginia. The proceeds from the sale of the real estate will
approximate the capital expenditures required for the consolidation.
The sale does not include the production equipment, which will be
transferred to the Franconia plant. Gold Signature Foods is a
minority-owned enterprise that manufactures and markets frozen
battered and breaded specialty products. The sale is expected to
close in March 1999.
The company expects that most of its approximately 300 salaried and
hourly employees at the Monroe plant will be offered jobs at Gold
Signature Foods in Monroe or at one of Wampler Foods' other
facilities, including the plant in Marshville, North Carolina, which
was recently converted from turkey to chicken.
<PAGE>
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.
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