-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pkqBWDyMZZgK/MQEC4gZ85vINBCKErSWCcvtEGsJdVKErfUDU4bwVHw649gZBs8b SvY/ZF+ABueFLWPCV8tbcA== 0000912057-94-001579.txt : 19940505 0000912057-94-001579.hdr.sgml : 19940505 ACCESSION NUMBER: 0000912057-94-001579 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: 2015 IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17060 FILM NUMBER: 94525930 BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYSON FOODS INC CENTRAL INDEX KEY: 0000100493 STANDARD INDUSTRIAL CLASSIFICATION: 2015 IRS NUMBER: 710225165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFC14A BUSINESS ADDRESS: STREET 1: 2210 W OAKLAWN DR CITY: SPRINGDALE STATE: AR ZIP: 72764 BUSINESS PHONE: 5012904000 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 DEFC14A 1 DEFC14A SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant / / Filed by a party other than the registrant /X/ Check the appropriate box: / / Preliminary proxy statement / / Definitive proxy statement /X/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 WLR FOODS, INC. (Name of Registrant as Specified in Its Charter) TYSON FOODS, INC. WLR ACQUISITION CORP. (Name of Person(s) Filing Proxy Statement) / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). /X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Common Stock, no par value (2) Aggregate number of securities to which transaction applies: 10,367,130 shares (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: $30.00 (4) Proposed maximum aggregate value of transaction: $311,013,900.00 Pursuant to, and as provided by, Rule 0-11(c), the filing fee of $62,202.78 is based upon 1/50 of 1% of the Transaction Valuation of the purchase, at $30.00 per share, net to the seller in cash, of 10,367,130 shares of Common Stock of WLR Foods, Inc., which is equal to (i) the number of Shares (10,967,193) outstanding as reported in the Quarterly Report on Form 10-Q of WLR Foods, Inc. for the fiscal quarter ended January 1, 1994, minus (ii) the number of Shares (600,063) beneficially owned by WLR Acquisition Corp. and its affiliates on the date hereof. /X/ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: $62,202.78 (2) Form, schedule or registration statement no.: Schedule 14D-1 (3) Filing party: Tyson Foods, Inc. and WLR Acquisition Corp. (4) Date filed: March 9, 1994 [TYSON LETTERHEAD] May 3, 1994 YOUR MESSAGES TO TYSON ARE COMING THROUGH LOUD AND CLEAR Dear WLR Shareholder: Thank you for taking the time to send your messages to us over the past weeks. From them we have learned: 1. Most of you want Tyson to keep bidding for your WLR stock. 2. Many of you want a tax-free alternative from Tyson. 3. All of you want a good corporate citizen committed to the Shenandoah Valley. 4. Growers, you want and have Tyson's commitment to maintain grower pay and to allow your continued use of double-decker houses. Tyson is ready and willing to negotiate a deal with WLR today that you would be pleased to vote "FOR." We are convinced that most of you want a friendly deal between WLR and Tyson. James L. Keeler and the WLR Board want you to believe that Tyson is not listening to you. THEY'RE WRONG. WE HEAR YOU LOUD AND CLEAR. James L. Keeler and the WLR Board are willing to have you gamble with the value of your WLR investment. They are telling you to vote "AGAINST" our proposal to see if Tyson will go away. If 50% or more of WLR's independent shareholders fail to vote "FOR" our proposal: - Tyson will terminate its tender offer. - Tyson will sell its 600,000 WLR shares and take its losses along with you. - Tyson will invest the $330 million -- which it had planned to use to pay WLR shareholders -- elsewhere in plant expansions and other acquisitions to build a better future for its shareholders. DON'T GAMBLE WITH THE VALUE OF YOUR WLR INVESTMENT. If Tyson goes away, so may more than $10 per share of your stock's value. Remember -- a vote "FOR" Tyson's proposal does not mean you have to sell your WLR shares to Tyson. A vote "AGAINST", however, may mean you will never have a chance to sell at these prices. VOTE "FOR" THE TYSON PROPOSAL Give us a chance to negotiate a deal that's fair to WLR shareholders and growers. If we cannot reach a deal that a majority of you would support, we will terminate our offer and sell our WLR stock. Send a message to the WLR Board. Sign, date and mail your BLUE proxy card. Vote "FOR" the Tyson proposal and please provide any comments you may have on the proxy card. We'll keep listening. Very truly yours, Don Tyson Chairman -----END PRIVACY-ENHANCED MESSAGE-----