-----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, QYYjfHx+LoS5Yu2/b4TvU/FtAUDYoWsw2mSHKfGnoc8KBCStH6kp+AMALlaY5jeN AZsYFyVYK83H7aqpqvvL5A== 0000100493-94-000017.txt : 19940815 0000100493-94-000017.hdr.sgml : 19940815 ACCESSION NUMBER: 0000100493-94-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940812 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94543427 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: SC 13D/A 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 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* WLR Foods, Inc. --------------- (Name of Issuer) Common Stock ------------------------------ (Title of Class of Securities) 929286 10 2 ------------- (CUSIP Number) James B. Blair Tyson Foods, Inc. 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 Tel. (501) 290-4000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) Copies to: Leslie A. Grandis, Esq. Lawrence Lederman, Esq. McGuire, Woods, Battle & Boothe Milbank, Tweed, Hadley & McCloy One James Center 1 Chase Manhattan Plaza 901 E. Cary Street New York, New York 10005 Richmond, Virginia 23219 Tel. (212) 530-5732 Tel. (804) 775-1000 August 10, 1994 -------------------------------------------------------- (Date of Event which Requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D CUSIP No. 929286 10 2 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tyson Foods, Inc. 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 63 8 SHARED VOTING POWER 600,000 9 SOLE DISPOSITIVE POWER 63 10 SHARED DISPOSITIVE POWER 600,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 929286 10 2 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WLR Acquisition Corp. 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* BK 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 600,000 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 600,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 929286 10 2 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tyson Limited Partnership 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 600,063 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 600,063 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 929286 10 2 1 NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mr. Don Tyson 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 8 SHARED VOTING POWER 600,063 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 600,063 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37% 14 TYPE OF REPORTING PERSON* IN This Statement constitutes Amendment No. 25 to the Statement on Schedule 13D, dated March 4, 1994, as amended, filed by WLR Acquisition Corp., a Delaware corporation (the "Purchaser"), Tyson Foods, Inc., a Delaware corporation ("Tyson"), Tyson Limited Partnership, a Delaware limited partnership and Mr. Don Tyson, relating to their beneficial ownership of shares of Common Stock, no par value (the "Shares"), of WLR Foods, Inc., a Virginia corporation (the "Company"). 1. Item 4 is hereby amended to add the following: "On August 10, 1994, Tyson and the Purchaser announced by way of press release, and notified the Company by way of a letter dated August 10, 1994, that the Purchaser no longer intended to nominate persons for election as directors of the Company at the Company's 1994 Annual Meeting of Stockholders. Copies of such press release and letter are attached hereto as Exhibits 99.51 and 99.52, respectively." 2. Item 7 is hereby amended to add the following: Item 7. Material to be Filed as Exhibits. 99.51 Tyson Foods, Inc. Press Release, dated August 10, 1994. 99.52 Letter dated August 10, 1994 from WLR Acquisition Corp. to WLR Foods, Inc. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TYSON FOODS, INC. August 10, 1994 By:/s/ Gerald Johnston ------------------ Name:Gerald Johnston Title:Executive Vice President, Finance WLR ACQUISITION CORP. By:/s/ Gerald Johnston ------------------- Name:Gerald Johnston Title:Vice President TYSON LIMITED PARTNERSHIP By: TYSON FOODS, INC.* By:/s/ Gerald Johnston ------------------- Name:Gerald Johnston DON TYSON By: TYSON FOODS, INC.* By:/s/ Gerald Johnston ------------------- Name:Gerald Johnston _______________________________ * Pursuant to Joint Filing Agreement previously filed as Exhibit 99.1 to this Schedule 13D. EX-99 2 Exhibit 99.51 [Tyson logo] Tyson Foods, Inc. P.O. Box 2020 Springdale, AR 72765-2020 (501) 290-4000 TYSON FOODS NOTIFIES WLR FOODS THAT IT HAS OFFICIALLY WITHDRAWN NOMINATIONS FOR WLR BOARD Springdale, Arkansas (August 10, 1994) -- Tyson Foods, Inc. (NASDAQ;TYSNA) announced today that it has withdrawn all nominations for candidates which were proposed to be elected at WLR's next annual meeting. Tyson believes that WLR's agreement to acquire certain turkey operations of Cuddy Farms, Inc. for cash and shares representing up to 10.5% of WLR's outstanding stock made the chances extremely unlikely of winning a proxy contest at the annual meeting. Don Tyson, Chairman of Tyson Foods, emphasized, "It is pointless to pursue the election of our nominees, particularly in light of the fact that this block of 10.5% of WLR shares is to be held in a voting trust for four years and will be required to be voted in accordance with the recommendations of the WLR Board." Mr. Tyson also commented on the decision issued yesterday by Judge James H. Michael of the U.S. District Court for the Western District of Virginia denying Tyson's motions to have the Virginia anti-takeover statutory "scheme" declared unconstitutional, "We are disappointed that Judge Michael apparently is willing to give the board and management of a Virginia company what in effect amounts to virtual veto power to block any acquisition offer. With the `scorched earth' tactics of the WLR Board and its entrenchment actions at every turn, the Board has sent one clear message to their stockholders: 'The Board, not WLR's stockholders, will decide if, and when, WLR will be sold.'" Tyson has previously stated, with respect to the 600,063 WLR shares currently owned by Tyson, that, while it reserves the right to maintain this position, it may choose at any time to sell or otherwise dispose of all or any portion of these shares in open market or privately negotiated transactions. For further information, contact Tyson's Director of Media, Public and Governmental Affairs, Archie Schaffer, III at (501) 290-7232 or Stanley J. Kay, of MacKenzie Partners, Inc. at (212) 929-5940. EX-99 3 WLR ACQUISITION CORP. 2210 West Oaklawn Drive Springdale, AR 72764 August 11, 1994 Mr. Delbert Seitz WLR Foods, Inc. P.O. Box 7000 Broadway, Virginia 22815 Dear Delbert: Reference is made to the July 21, 1994 notice from WLR Acquisition Corporation to you with respect to our intention to nominate candidates for election as Directors of WLR Foods, Inc. (the "Company") at the Company's 1994 Annual Meeting of Stockholders. We hereby inform you that we no longer intend to nominate candidates for election as Directors of the Company at the Company's 1994 Annual Meeting of Stockholders. Accordingly, the above referenced July 21, 1994 notice is hereby withdrawn. Very truly yours, /s/ James B. Blair --------------------------- James B. Blair President cc: Sue Ann Vajda (Cede & Co.) -----END PRIVACY-ENHANCED MESSAGE-----