-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UUVDqzPFMa+yfZdID/W3ZRWOFbUmwxvRYDGuX91OhcebMULpHXaQNtmhj7qHkXMR LFX6CQHf93yudWsfwp9C6A== 0000760775-98-000151.txt : 19981125 0000760775-98-000151.hdr.sgml : 19981125 ACCESSION NUMBER: 0000760775-98-000151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981112 ITEM INFORMATION: FILED AS OF DATE: 19981124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17060 FILM NUMBER: 98758377 BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 5408967001 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 8-K 1 FORM 8-K 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) 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. 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 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 EX-99 2 EXHIBIT 99.1 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. 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. EX-99 3 EXHIBIT 99.2 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. EX-99 4 EXHIBIT 99.3 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. EX-99 5 EXHIBIT 99.4 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----