-----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, aynaQ4YxmEpUzFql660+FIhwJW7k8if8VrIUbDag/O37uPML3JyWjRWazw0tqNXK tYsCgaDnfs+oggFnRvzwXQ== 0000760775-94-000012.txt : 19940701 0000760775-94-000012.hdr.sgml : 19940701 ACCESSION NUMBER: 0000760775-94-000012 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940629 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94536678 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: 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 14D9/A 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 SC 14D9/A 1 WLR FOODS SCHEDULE 14D9/A AMEND NO. 21 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 21) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 WLR FOODS, INC. (Name of Subject Company) WLR FOODS, INC. (Name of Person(s) Filing Statement) Common Stock, No Par Value (including the associated preferred stock purchase rights) (Title of Class of Securities) 929286 10 2 (CUSIP Number of Class of Securities) Delbert L. Seitz Chief Financial Officer WLR Foods, Inc. P.O. Box 7000 Broadway, Virginia 22815 (703) 896-7001 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copies to: Neil T. Anderson, Esq. John W. Flora, Esq. Sullivan & Cromwell Wharton, Aldhizer & Weaver 125 Broad Street 100 South Mason Street New York, New York 10004 Harrisonburg, Virginia 22801 (212) 558-4000 (703) 434-0316 2 This Amendment No. 21 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated March 14, 1994, as amended (the "Schedule 14D-9"), filed by WLR Foods, Inc., a Virginia corporation (the "Company"), relating to the tender offer disclosed in the Schedule 14D-1, dated March 9, 1994, as amended (the "Schedule 14D-1"), of the bidder, Tyson Foods, Inc., a Delaware corporation (the "Bidder"), to, through its wholly-owned subsidiary, WLR Acquisition Corp., purchase all of the outstanding Shares upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 9, 1994, and the related Letter of Transmittal (together, the "Offer"). Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-9. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 49 -- Press Release, dated June 29, 1994. Exhibit 50 -- Form of Letter to Shareholders of the Company, dated June 29, 1994. Exhibit 51 -- Form of letter to Producers of the Company, dated June 29, 1994. 3 SIGNATURE 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. Dated: June 29, 1994 WLR FOODS, INC. By: /s/ James L. Keeler Name: James L. Keeler Title: President and Chief Executive Officer EX-99.36 2 WLR FOODS 14D9/A EX-99.36 WHICH IS EXHIBIT 49 1 EXHIBIT 49 FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate Communication Phone: 703-896-0403 WLR FOODS BOARD WRITES SHAREHOLDERS Broadway, Virginia, June 29, 1994 -- WLR Foods Inc.'s board of directors yesterday sent a letter to its shareholders advising them that "Having lost the Special Meeting vote, Tyson's latest effort is to attack Virginia laws pertaining to Tyson's takeover attempt ... We believe Tyson will lose this fight as well. It's pretty clear to us that Tyson is just stalling." The complete text of the letter follows: June 29, 1994 Dear Fellow Shareholder: Thanks to your overwhelming support, Tyson decisively lost the vote at the May 21 Special Meeting on whether Tyson and its associates should be granted voting rights for shares of WLR Foods stock they may acquire, or have acquired, in their hostile takeover attempt. On June 21, a federal court issued a favorable ruling which served to confirm WLR Foods victory over Tyson. The Court rejected Tyson's arguments, ruling that the 1,272,919 shares of directors George Bryan, Herman Mason, Charles Wampler and Bill Wampler were eligible to vote at the Special Meeting. Tyson's loss was so overwhelming that even if Tyson had been persuasive in Court, it still lost the Special Meeting vote by a wide margin. Final voting results show that only 3,152,830 shares, or less than 31% of those the Court determined were entitled to vote, voted for the Tyson proposal. Tyson can no longer hide behind so-called issues of fairness. Tyson lost -- fair and square. more 2 Having lost the Special Meeting vote, Tyson's latest effort is to attack Virginia laws pertaining to Tyson's takeover attempt. A hearing is scheduled for July 7, 1994, again before the U.S. District Court, for Tyson to challenge the constitutionality of laws which the Virginia legislature enacted for the protection of Virginia companies and their shareholders. We believe Tyson will lose this fight as well. It's pretty clear to us that Tyson is just stalling. In fact, on June 3, Tyson once again extended its same inadequate tender offer, this time until July 29. This $30 cash per share tender offer -- an offer which has been clearly rejected by WLR Foods shareholders -- has not changed from its original March 9 offer, despite Don Tyson's indications to the contrary. We had hoped Don Tyson would have honored his personal promise to go away if he lost the Special Meeting vote. Your company has benefited from a tremendous outpouring of support over the last five months support from our shareholders, producers, employees and friends. Thanks to you, WLR Foods is stronger today than when Tyson started his takeover attempt. Until Tyson admits defeat, however, we need to stay unified. You can help us do that by holding onto your investment in WLR Foods, just as we are. As a Board, we pledge ourselves to making that choice profitable for you. Growing shareholder value is, and will continue to be, our top priority. Yesterday your Board declared a $0.08 quarterly dividend to all shareholders of record on July 15, 1994, payable July 29, 1994. This is WLR Foods 98th consecutive dividend. In contrast, Tyson's quarterly dividend is $0.02. You might be interested to know that Tyson announced a buy back plan for 10% of its stock last week -- something he criticized our Board for considering. Recently, we announced our ranking among America's prestigious Fortune 500 companies. We just received word of another ranking. In the June issue of Prepared Foods, our new Moorefield, West Virginia operation was ranked among the 10 best food plants in America. We're proud to be "the largest and most modern poultry plant in the nation," recognized for our pro-worker attitudes, worker morale and productivity, and meeting customer needs consistently while striving to continually improve. As always, please call us at (703) 896-7001, if you have any questions. You may also call D. F. King & Co., Inc. which is assisting us toll free at (800) 669-5550. In the event you tendered any of your shares to Tyson, D. F. King will be pleased to assist you in withdrawing your shares. more 3 Sincerely yours, Charles W. Wampler, Jr. James L. Keeler Chairman, Board of Directors President and Chief Executive Officer Herman D. Mason William D. Wampler Vice Chairman, Board of Directors Director George E. Bryan Stephen W. Custer Director Director Charles L. Campbell William H. Groseclose Director Director Calvin G. Germroth J. Craig Hott Director Director WLR Foods is a fully integrated provider of high quality turkey and chicken products primarily under the Wampler-Longacre(R) label and retail ice under the Cassco(R) label. This Fortune 500 company, with current annual revenues of $710 million, exports to more than 40 countries and has processing operations in Virginia, West Virginia and Pennsylvania, close to its major mid-Atlantic markets. ### EX-99.37 3 WLR FOODS 14D9/A EX-99.37 WHICH IS EXHIBIT 50 1 EXHIBIT 50 June 29, 1994 Dear Fellow Shareholder: Thanks to your overwhelming support, Tyson decisively lost the vote at the May 21 Special Meeting on whether Tyson and its associates should be granted voting rights for shares of WLR Foods stock they may acquire, or have acquired, in their hostile takeover attempt. On June 21, a federal court issued a favorable ruling which served to confirm WLR Foods victory over Tyson. The Court rejected Tyson's arguments, ruling that the 1,272,919 shares of directors George Bryan, Herman Mason, Charles Wampler and Bill Wampler were eligible to vote at the Special Meeting. Tyson's loss was so overwhelming that even if Tyson had been persuasive in Court, it still lost the Special Meeting vote by a wide margin. Final voting results show that only 3,152,830 shares, or less than 31% of those the Court determined were entitled to vote, voted for the Tyson proposal. Tyson can no longer hide behind so-called issues of fairness. Tyson lost -- fair and square. Having lost the Special Meeting vote, Tyson's latest effort is to attack Virginia laws pertaining to Tyson's takeover attempt. A hearing is scheduled for July 7, 1994, again before the U.S. District Court, for Tyson to challenge the constitutionality of laws which the Virginia legislature enacted for the protection of Virginia companies and their shareholders. We believe Tyson will lose this fight as well. It's pretty clear to us that Tyson is just stalling. In fact, on June 3, Tyson once again extended its same inadequate tender offer, this time until July 29. This $30 cash per share tender offer -- an offer which has been clearly rejected by WLR Foods shareholders -- has not changed from its original March 9 offer, despite Don Tyson's indications to the contrary. We had hoped Don Tyson would have honored his personal promise to go away if he lost the Special Meeting vote. Your company has benefited from a tremendous outpouring of support over the last five months support from our shareholders, producers, employees and friends. Thanks to you, WLR Foods is stronger today than when Tyson started his takeover attempt. Until Tyson admits defeat, however, we need to stay unified. You can help us do that by holding onto your investment in WLR Foods, just as we are. As a Board, we pledge ourselves to making that choice profitable for you. Growing shareholder value is, and will continue to be, our top priority. Yesterday your Board declared a $0.08 quarterly dividend to all shareholders of record on July 15, 1994, payable July 29, 1994. This is WLR Foods 98th consecutive dividend. In contrast, Tyson's quarterly dividend is $0.02. You might be interested to know that Tyson announced a buy back plan for 10% of its stock last week -- something he criticized our Board for considering. 2 Recently, we announced our ranking among America's prestigious Fortune 500 companies. We just received word of another ranking. In the June issue of Prepared Foods, our new Moorefield, West Virginia operation was ranked among the 10 best food plants in America. We're proud to be "the largest and most modern poultry plant in the nation," recognized for our pro-worker attitudes, worker morale and productivity, and meeting customer needs consistently while striving to continually improve. As always, please call us at (703) 896-7001, if you have any questions. You may also call D. F. King & Co., Inc. which is assisting us toll free at (800) 669-5550. In the event you tendered any of your shares to Tyson, D. F. King will be pleased to assist you in withdrawing your shares. Sincerely yours, Charles W. Wampler, Jr. James L. Keeler Chairman, Board of Directors President and Chief Executive Officer Herman D. Mason William D. Wampler Vice Chairman, Board of Directors Director George E. Bryan Stephen W. Custer Director Director Charles L. Campbell William H. Groseclose Director Director Calvin G. Germroth J. Craig Hott Director Director EX-99.38 4 WLR FOODS 14D9/A EX-99.38 WHICH IS EXHIBIT 51 1 EXHIBIT 51 June 29, 1994 Dear Poultry Producer: We continue to be pleased with both the financial performance of our company and the ongoing, strong opposition to Tyson and his inadequate bid by shareholders, the community and now the courts. We appreciate the trust you've placed in us, but we still are very concerned about Tyson keeping his promise to terminate his offer. To date, he's failed to honor his promise to go away if he lost the vote. For your information, I'm enclosing our most recent letter to shareholders that summarizes developments to date. Your excellent contributions to the success of WLR Foods are appreciated by all of us and enjoyed by our customers every day. Your efforts help make this company great! And so I am pleased to announce two new services available to you. Many of you will soon be able to enjoy a new company store planned at our Harrisonburg plant. This store adds another convenient location to our Moorefield, New Oxford, Timberville and the Dayton Farmers Market sites. We'll be inviting you to the Grand Opening this fall and I look forward to seeing you there. As soon as the Board of Directors of the WLR Foods Employees Federal Credit Union is able to authorize our proposal, we will offer all poultry producers the opportunity to join the Credit Union. The Credit Union offers members opportunities to save and to borrow money at competitive rates. I hope that many of you will be able to take advantage of this benefit. Details will be sent to you shortly. I will keep you updated and appreciate your concerns and continued support. Please call us if you have any questions. Sincerely, James L. Keeler President and Chief Executive Officer 2 June 29, 1994 Dear Fellow Shareholder: Thanks to your overwhelming support, Tyson decisively lost the vote at the May 21 Special Meeting on whether Tyson and its associates should be granted voting rights for shares of WLR Foods stock they may acquire, or have acquired, in their hostile takeover attempt. On June 21, a federal court issued a favorable ruling which served to confirm WLR Foods victory over Tyson. The Court rejected Tyson's arguments, ruling that the 1,272,919 shares of directors George Bryan, Herman Mason, Charles Wampler and Bill Wampler were eligible to vote at the Special Meeting. Tyson's loss was so overwhelming that even if Tyson had been persuasive in Court, it still lost the Special Meeting vote by a wide margin. Final voting results show that only 3,152,830 shares, or less than 31% of those the Court determined were entitled to vote, voted for the Tyson proposal. Tyson can no longer hide behind so-called issues of fairness. Tyson lost -- fair and square. Having lost the Special Meeting vote, Tyson's latest effort is to attack Virginia laws pertaining to Tyson's takeover attempt. A hearing is scheduled for July 7, 1994, again before the U.S. District Court, for Tyson to challenge the constitutionality of laws which the Virginia legislature enacted for the protection of Virginia companies and their shareholders. We believe Tyson will lose this fight as well. It's pretty clear to us that Tyson is just stalling. In fact, on June 3, Tyson once again extended its same inadequate tender offer, this time until July 29. This $30 cash per share tender offer -- an offer which has been clearly rejected by WLR Foods shareholders -- has not changed from its original March 9 offer, despite Don Tyson's indications to the contrary. We had hoped Don Tyson would have honored his personal promise to go away if he lost the Special Meeting vote. Your company has benefited from a tremendous outpouring of support over the last five months support from our shareholders, producers, employees and friends. Thanks to you, WLR Foods is stronger today than when Tyson started his takeover attempt. Until Tyson admits defeat, however, we need to stay unified. You can help us do that by holding onto your investment in WLR Foods, just as we are. As a Board, we pledge ourselves to making that choice profitable for you. Growing shareholder value is, and will continue to be, our top priority. Yesterday your Board declared a $0.08 quarterly dividend to all shareholders of record on July 15, 1994, payable July 29, 1994. This is WLR Foods 98th consecutive dividend. In contrast, Tyson's quarterly dividend is $0.02. You might be interested to know that Tyson announced a buy back plan for 10% of its stock last week -- something he criticized our Board for considering. 3 Recently, we announced our ranking among America's prestigious Fortune 500 companies. We just received word of another ranking. In the June issue of Prepared Foods, our new Moorefield, West Virginia operation was ranked among the 10 best food plants in America. We're proud to be "the largest and most modern poultry plant in the nation," recognized for our pro-worker attitudes, worker morale and productivity, and meeting customer needs consistently while striving to continually improve. As always, please call us at (703) 896-7001, if you have any questions. You may also call D. F. King & Co., Inc. which is assisting us toll free at (800) 669-5550. In the event you tendered any of your shares to Tyson, D. F. King will be pleased to assist you in withdrawing your shares. Sincerely yours, Charles W. Wampler, Jr. James L. Keeler Chairman, Board of Directors President and Chief Executive Officer Herman D. Mason William D. Wampler Vice Chairman, Board of Directors Director George E. Bryan Stephen W. Custer Director Director Charles L. Campbell William H. Groseclose Director Director Calvin G. Germroth J. Craig Hott Director Director -----END PRIVACY-ENHANCED MESSAGE-----