-----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, EdQNBNXkZwB9x4dMKYmhLC0tKmC+5RKROGJFx7XdMUJQ2C/UruM9jbxkZ3eS1Zxq vCMvIxlwWDNdA+xXNjW8mw== 0000760775-94-000015.txt : 19940817 0000760775-94-000015.hdr.sgml : 19940817 ACCESSION NUMBER: 0000760775-94-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940811 ITEM INFORMATION: Other events FILED AS OF DATE: 19940811 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17060 FILM NUMBER: 94543108 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 8-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 ---------------------------- Date of Report (Date of earliest event reported) August 11, 1994 WLR Foods, Inc. (Exact name of registrant as specified in its charter) Virginia 0-17060 54-1295923 (State of (Commission File Number) IRS Employer incorporation) Identification No.) P.O. Box 7000 22815 Broadway, Virginia (Zip Code) (Address of principal executive offices) (703) 896-7001 (Registrant's telephone number, including area code) Highway 33 West, P.O. Box 228, Hinton, Virginia 22831 (Former name or former address, if changed since last report) Exhibit Index is on Page 4 2 Items 1-4. Not Applicable. Item 5 Other Events. On August 11, 1994 the Company released the press release which is set forth in its entirety as an exhibit hereto. Item 6. Not Applicable. Item 7. Exhibits. (99.1) Company press release dated August 11, 1994. 3 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. By: /s/______________________ Delbert L. Seitz Chief Financial Officer Secretary and Treasurer Date: August 11, 1994 4 EXHIBIT INDEX Exhibit No. Description Sequentially Numbered Page (99.1) Company press release dated August 11, 1994 5 EX-99.1 2 5 FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate Communication Phone: 703-896-0403 COURT UPHOLDS VIRGINIA TAKEOVER LAWS TYSON WITHDRAWS NOMINEES FOR WLR FOODS BOARD Broadway, Virginia, August 11, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) announced that the U. S. District Court for the Western District of Virginia upheld the constitutionality of Virginia's takeover laws, denying Tyson Foods' motion for a preliminary injunction. In a 28- page opinion on August 9 by Federal Judge James H. Michael Jr., the Court rejected Tyson's attack on the validity of Virginia statutes applicable to hostile corporate takeover attempts of Virginia public companies. In commenting on these statutes, the Court stated, "Virginia has given certain tools to shareholders and management, acting in the best interests of the corporation, to ensure tender offers succeed only if they are consistent with the long-term interests of the corporation." The Court stated further, "If Virginia believes that hostile tender offers have the potential to be harmful to the corporations that it creates ... then it is permitted to enact regulations designed to neutralize that harm." In respect to Virginia's Control Share -- Act the law that governed WLR Foods recent special shareholders' meeting-- the Court held that the law "facilitates the free exercise of informed choices by independent investors." In an earlier ruling on June 21, the Court upheld WLR Foods position on the voting rights of four WLR Foods board members and the record date established by the WLR Foods board for purposes of that special shareholders' meeting to vote on whether WLR Foods shares owned or acquired by Tyson should have voting rights. At the special meeting held May 21, WLR Foods shareholders voted overwhelmingly against granting voting rights to Tyson for these shares of WLR Foods stock. more 6 COURT UPHOLDS VIRGINIA TAKEOVER LAWS TYSON WITHDRAWS NOMINEES FOR WLR FOODS BOARD August 11, 1994 Page 2 On August 10, the day after the Court's ruling, WLR Foods received notice from Tyson that it "no longer [intends] to nominate candidates for election as Directors of the Company at the Company's 1994 Annual Meeting of Stockholders." Tyson had previously announced its intention to nominate eight new directors to WLR Foods, committed to selling WLR Foods to Tyson. On August 4, Tyson Foods terminated its hostile tender offer for all outstanding shares of WLR Foods. James L. Keeler, president and chief executive officer of WLR Foods, said, "We are very gratified by these events. The Court's ruling in favor of WLR Foods and its directors is good news not only for WLR Foods shareholders, but for all shareholders of other Virginia public companies. And Tyson's withdrawal of its proxy contest for WLR Foods board is one more important indicator that he finally intends to honor the wishes of our shareholders." 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 $720 million, exports to more than 40 countries and has processing operations in Virginia, West Virginia and Pennsylvania, close to its major mid-Atlantic markets. ### -----END PRIVACY-ENHANCED MESSAGE-----