-----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, HpIIKfEl39y0L5TFRkScO151qUcmzt9XE5HZFQtaeOeft3Ndcx+nemCWzB4i8Kg9 pfDNKo2evIIVE2ji83Ql5w== 0000760775-94-000020.txt : 19940920 0000760775-94-000020.hdr.sgml : 19940920 ACCESSION NUMBER: 0000760775-94-000020 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940829 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940914 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17060 FILM NUMBER: 94548973 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 29, 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) Exhibit Index is on Page 4 -1- Item 7 Exhibits Item 7 is hereby amended to substitute the following, in place of the Registrant's press release dated July 28, 1994, which was previously filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K on September 13, 1994: Exhibit 99.1 Press release dated August 30, 1994. -2- 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 -3- EXHIBIT INDEX Exhibit No. Description Sequentially Numbered Page 99.1 Press Release dated August 30, 1994 5 -4- EX-99.1 2 Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Delbert L. Seitz Chief Financial Officer 703-896-7001 Gail E. Price, Director of Corporate Communication 703-896-0403 WLR FOODS ANNOUNCES PURCHASE OF CUDDY FARMS INC. FOOD DIVISION, NAMES PETER GREEN TO BOARD OF DIRECTORS, AND DECLARES REGULAR QUARTERLY CASH DIVIDEND BROADWAY, Virginia August 30, 1994 WLR Foods Inc. (NASDAQ:WLRF) today announced the completion of the purchase of the turkey processing and production assets of Cuddy Farms Inc., making WLR Foods the nation's second largest turkey company. WLR Foods paid $43 million in cash and issued 1,183,333 shares of its common stock to acquire a turkey processing complex, a further processing plant, the lease of a second further processing plant, a feed mill and growout operations and Cuddy's interest in a cold storage and distribution facility, all in North Carolina, with additional growout operations in South Carolina. Cuddy Farms retains its farm division, a major supplier of turkey eggs and poults. In making the announcement, James L. Keeler, president and chief executive officer of WLR Foods, commented: "We are proud to welcome the Cuddy Farms Food Division people and operations into WLR Foods. Cuddy is right for WLR Foods their specialty of processed foods and their Carolina markets take us closer toward our long-range corporate goals more quickly. "We have a successful industry record in turkey processing and expect Cuddy and WLR Foods to be more successful together as one company. The timing is particularly good with strong turkey prices going into the high consumption holiday quarter. We're looking forward to Cuddy's contribution to enhancing value for WLR Foods shareholders." more -5- The 1,183,333 common shares, valued at $24 per share for purposes of the transaction, represent 9.7% of WLR Foods common stock outstanding after the Cuddy acquisition. Additional common shares may be issued subject to post-closing adjustments. According to the terms of a voting trust, the shares will be voted with the recommendations of WLR Foods board of directors for four years unless there is an earlier change of control in WLR Foods. Cuddy, WLR Foods, and Cuddy's lenders have entered into an agreement wherein WLR Foods could be required to purchase these shares for up to approximately $19 million in cash if Cuddy defaults under its credit facilities. Of the $30.8 million of equity issued in this transaction, WLR Foods will allocate up to $19 million to a temporary equity account to reflect the Company's potential liability under this agreement. Additionally, Peter A. W. Green, chief executive officer of Cuddy International, parent company of Cuddy Farms, was named to WLR Foods board of directors today. The board of directors of WLR Foods today also declared a regular quarterly cash dividend of $0.08 per common share. The dividend is payable on October 28, 1994 to common shareholders of record on October 14, 1994. This will be the 98th consecutive dividend paid to shareholders by the company. WLR Foods is a fully integrated provider of high quality turkey and chicken products primarily under the Wampler-Longacre(S) and Cuddy Family Farms(S) label and retail ice under the Cassco(S) label. This Fortune 500 company, with current annual revenues of $727 million, exports to more than 40 countries and has processing operations in Virginia, North Carolina, West Virginia and Pennsylvania, close to its major mid- Atlantic markets. # # # -6- -----END PRIVACY-ENHANCED MESSAGE-----