SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment Number One
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) August 14, 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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The undersigned hereby recategorizes the following as Item 5,
Other Events, to its current report on Form 8-K filed on August 31,
1998, which was previously reported as Item 2, Disposition of Assets.
Item 5 Other Events
On August 14, 1998 the Registrant's wholly-owned subsidiary, Wampler
Foods, Inc. ("Wampler"), completed the sale of its Goldsboro, North
Carolina complex. Pursuant to an Asset Purchase Agreement dated as of
August 14, 1998, Wampler sold to Case Foods, Inc. and Case Farms,
L.L.C., both headquartered in Troutville, North Carolina
(collectively, "Case"), its poultry processing plant, feed mill and
hatchery located in Wayne County, North Carolina, its grain storage
facility located in Jones County, North Carolina, and related
inventories. The sales price was $39 million in cash, subject to
certain post-closing adjustments which are expected to be determined
within 30 days.
In the Agreement, Wampler made various representations and warranties
and has agreed to indemnify Case for any breaches thereof. Wampler's
indemnification obligation does not arise unless the total of all
claims for indemnification exceeds $2 million, in which case Wampler
is obligated to indemnify Case only for the amount in excess of $1
million. In any event, Wampler's indemnification obligation is not to
exceed the total sales price.
Item 7 Financial Statements and Exhibits
(b) Pro forma combined financial information. Not
applicable.
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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.
_October 27, 1998_ By:__/s/ Dale S. Lam__
Date Dale S. Lam
Vice President of Finance
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