-----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, BhwGXuDexcdwdg/8mkFWPSRehJanNX/8IuEH5JHD2oO3Kjk3UY7DhskdE18/Zdy3 b/9B6PXApY/T/iEkfkX7wQ== 0000760775-94-000033.txt : 19941208 0000760775-94-000033.hdr.sgml : 19941208 ACCESSION NUMBER: 0000760775-94-000033 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941207 SROS: NASD 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56775 FILM NUMBER: 94563652 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 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on December 7, 1994 Registration No. ______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT under the Securities Act of 1933 WLR FOODS, INC. (Exact name of registrant as specified in its charter) Virginia 2000 54-1295923 (State or other jurisdiction Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identification organization) Code Number Number) P.O. Box 7000 Broadway, Virginia 22815 (703) 896-7000 (Address, including zip code, and telephone number, including area code, of principal executive offices) John W. Flora Wharton, Aldhizer & Weaver 100 South Mason Street Harrisonburg, Virginia 22801 (703) 434-0316 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [ X ] CALCULATION OF REGISTRATION FEE Title of Amount to Proposed maxi- Proposed maxi- Amount Securities be regis- mum aggregate mum aggregate of regis- to be reg- tered offering price offering price tration istered per share fee Common Stock 1,500,000 $25.50 $38,250,000 $13,189.66 no par value [FN] Pursuant to Rule 457(c), the registration statement fee has been calculated on the basis of $25.50 per share, the average of the high and low prices of the Registrant's Common Stock reported on the NASDAQ National Market System on December 2, 1994. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED DECEMBER 5, 1994 PROSPECTUS WLR FOODS, INC. POULTRY PRODUCER STOCK PURCHASE PLAN This Prospectus relates to 1,500,000 shares of Common Stock, no par value (the Common Stock) of WLR Foods, Inc. (WLR Foods or the Company) which have been registered and which are reserved for issuance under WLR Foods' Poultry Producer Stock Purchase Plan (the Plan). Shares of WLR Foods' Common Stock may be purchased at a discount, not to exceed fifteen percent (15%), through regular contract payment deductions, without payment of brokerage commissions, fees or related administrative charges. WLR Foods Common Stock is listed on the National Market System of the National Association of Securities Dealers' Automated Quotation System (NASDAQ/NMS). The closing price of the Common Stock on December 2, 1994, as reported by the National Market System, was $25.75 per share. An eligible poultry producer may enroll in the Plan by completing a Contract Payment Deduction Authorization Form and returning it to WLR Foods, Inc.'s Director of Shareholder Services, who will serve as Administrator of the Plan. The Administrator can be reached at the corporate offices of the Company, P.O. Box 7000, Broadway, Virginia 22815 (703-896-7001). For certain investment considerations associated with the Common Stock, see "Investment Considerations," page 3. _________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ________________________ The date of this Prospectus is _____________________, 1994. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such State. 1 AVAILABLE INFORMATION WLR Foods is subject to the informational requirements of the Securities Exchange Act of 1934 (the Exchange Act) and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (Commission). Reports, proxy statements and other information filed by WLR Foods can be inspected and copied at the public reference facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following Regional Offices: 75 Park Place, New York, New York 10278, and 219 South Dearborn Street, Chicago, Illinois 60604. Copies can be obtained by mail at prescribed rates. Requests should be directed to the Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission are incorporated by reference in this Prospectus: (1) the Company's Annual Report on Form 10-K for the year ended July 2, 1994; (2) all other reports filed by the Company pursuant to Sections 13 or 15(d) of the Exchange Act since July 2, 1994; and (3) the description of the Company's Common Stock contained in its Registration Statement on Form 8-A (File No. 0-17060) and amendment to Form 8 filed September 21, 1990, including any further amendment or report filed subsequent to the date of this Prospectus and prior to the termination of the offering described herein for the purpose of updating such description. All documents filed by WLR Foods pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering described herein shall be deemed to be incorporated by reference into this Prospectus and to be part hereof from the date of the filing of such documents. The Company will provide, without charge, to each person to whom this Prospectus is delivered, on the request of any such person, a copy of the Company's last annual report to shareholders or any documents incorporated herein by reference (other than exhibits to such documents). Requests for such copies should be directed to Director of Shareholder Services, WLR Foods, Inc., P.O. Box 7000, Broadway, Virginia 22815 (703-896-7001). No person has been authorized to give any information or to make any representation not contained in this Prospectus in connection with the offering made hereby and, if given or made, such information or representation must not be relied upon as having been authorized by WLR Foods. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates or an offer to sell or a solicitation of an offer to buy to any person in any jurisdiction where it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the information contained herein since the date hereof. 2 THE COMPANY WLR Foods, a Virginia corporation, is a fully-integrated provider of turkey and chicken products with operations in Virginia, West Virginia, Pennsylvania and North Carolina. The mailing address of the Company's principal executive offices is P.O. Box 7000, Broadway, Virginia 22815, and its telephone number is (703) 896-7001. INVESTMENT CONSIDERATIONS The following factors should be considered in evaluating an investment in the Common Stock. Nature of Poultry Industry The poultry industry is influenced by a considerable number of uncontrollable conditions including disease, weather and prices of both commodity grain and poultry. Although the Company places great emphasis on disease control through bio-security measures and testing, it is not immune to the risks of avian influenza, salmonella and other microbial contamination. No assurances can be given that disease, or adverse publicity associated with the threat of disease, may not negatively affect the demand for poultry and poultry products. The poultry industry, both as to the poultry itself and the commodities, such as grain, used in the industry, is subject to the adverse effects of bad weather, such as drought and extreme heat or cold. Although the Company has taken steps to minimize the effects of weather on its chickens and turkeys, the Company has little control over the adverse effect of bad weather on the price of grain which is used to make feed, the largest single cost of the Company's operations. Additionally, the prices of corn and soybeans are subject to other influences, such as government programs and foreign competition. Although poultry prices are affected by these costs of production, poultry prices are controlled more by supply and demand, making the poultry industry highly competitive. The pricing of poultry products is so competitive that any company with a cost advantage is in a favorable competitive position. Seasonal increases in production and demand contribute to fluctuations in prices. POULTRY PRODUCER STOCK PURCHASE PLAN The following summarizes certain key features of the Poultry Producer Stock Purchase Plan. This summary is qualified in its entirety by reference to the full text of the Plan, a copy of which can be obtained from the Company. 3 How the Plan Works You may join the Plan by completing a Contract Payment Deduction Authorization Form which indicates the percentage you want deducted from each contract payment. WLR Foods will use the amount deducted from your payment to purchase Common Stock of WLR Foods. Shares purchased for you will be credited to your account, and you will receive a statement reflecting your share balance every quarter. How to Participate If you are a poultry producer having a current grower contract with WLR Foods or its subsidiary, Wampler-Longacre, Inc., you may enroll in the Plan by completing and returning to the accounting department for your division the following two forms: Contract Payment Deduction Authorization Form indicating the percentage you want deducted from each contract payment. The maximum amount of stock that may be purchased pursuant to the Plan in any calendar year is $25,000, valued at fair market value, exclusive of any discount. If you are also a participant in the Company's Employee Stock Purchase Plan, both plans will be combined for purposes of the $25,000 limitation. Substitute IRS W-9 Form certifying that you are not subject to backup withholding under the provisions of the Internal Revenue Code All accounts will be maintained in the name in which you have contracted with WLR Foods or Wampler-Longacre, Inc. Stock Purchases During each Investment Period or on each Investment Date (both of which are defined below), as the case may be, all funds available in your account through contract payment withholdings and dividends accumulated through the last Friday of the preceding calendar month will be used to purchase Common Stock of WLR Foods. The number of shares that will be purchased on your behalf, calculated to five (5) decimal places, will be determined by dividing the amount of funds invested on your behalf by a percentage of the current market price of the shares. The percentage to be applied to the market price in determining the number of shares purchased on your behalf, as well as your purchase price, will be set by the Company from time to time, but in no event will be less than eighty-five percent (85%). If shares are purchased directly from the company they will be purchased on the Investment Date, which is the first Friday of the calendar month. If shares are purchased on the open market, they will be purchased during the Investment Period, which is the period beginning on the Investment Date and ending five (5) trading days later. 4 Purchase Price WLR Foods will have sole discretion as to whether Common Stock purchased under the Plan will be purchased in the open market by an Independent Agent or purchased directly from WLR Foods. The Administrator will notify the Independent Agent prior to the commencement of the Investment Period with respect to each Investment Date if shares for the Plan will be purchased in the open market. If Common Stock is purchased in the open market, the price per share paid by the Participant will be a percentage, but not less than eighty-five percent (85%), of the weighted average price, excluding brokerage commissions, paid by the Independent Agent for all shares purchased during the Investment Period for the applicable Investment Date. All open market purchases will be the lowest current independent offer quotation reported on NASDAQ/NMS, and WLR Foods will pay the difference between the Independent Agent's purchase price and your discounted purchase price, and will also pay any administrative costs, brokerage fees and commissions. If Common Stock is purchased directly from WLR Foods, the price per share will be a percentage, but not less than eighty-five percent (85%), of the average of the best bid and asked price of the Common Stock as quoted by NASDAQ/NMS on the applicable Investment Date. If shares are purchased both in the open market and directly from WLR Foods with respect to an Investment Date, the price paid by Participants for the shares so purchased will be a percentage, but not less than eighty-five percent (85%), of the weighted average price of all shares. Dividend Reinvestment IF WLR Foods declares dividends on its Common Stock, your account will be credited with all stock and cash dividends you earn and any stock splits. Consistent with the Plan's purpose of encouraging systematic accumulation of WLR Foods' stock, all dividends will be automatically reinvested in additional shares of WLR Foods' stock. Changing or Suspending Your Deduction You may change the amount of your contract payment deduction by completing a new Contract Payment Deduction Authorization Form. You may suspend contract payment deductions and still remain a Plan member as long as at least one share of WLR Foods' Common Stock is kept in your account. There currently is no waiting period after suspension for re-activating contract payment deductions -- you may do so at any time. However, this flexibility may be restricted in the future depending on the Company's experience. Enrollment, changes in contract payment deduction amounts and suspension of deductions will be effected as soon as administratively feasible following receipt of your written instructions. Holding Period Stock purchased pursuant to the Plan may not be withdrawn, or certificates issued, for two (2) years after the date the stock was purchased, except in the event your contract with the Company is terminated by the Company for any reason, or in the 5 event of your death or disability. Shares credited to your account as a result of a stock split or stock dividend will be treated as having been purchased on the purchase date of the shares to which they relate. Stock Certificates Subject to the two (2) year holding period described above, at your request, a stock certificate will be issued from the Plan to you for any or all full shares of WLR Foods' Common Stock in your account. As long as any shares of stock remain in your account, automatic reinvestment of dividends on such stock will continue. When your account is closed, you will be issued a stock certificate for all full shares of stock in your account and will receive a check for the value of any fraction of a share in your account. If less than a full share of stock remains in your account and you have suspended contract payment deductions, your account will be closed. If you would like to sell stock in the Plan, you must request a stock certificate and sell the stock yourself, either privately or through a broker. WLR Foods can provide you with a list of brokers in your area who will assist you with your sale. Termination of Contract Upon termination of your contract by the Company for any reason, or upon your death or disability, your account will be terminated. Upon termination, any funds held for investment in your account will be invested on your behalf on the next Investment Date or during the next Investment Period. You will then be issued a stock certificate for all full shares of stock in your account and will receive a check for the value of any fraction of a share in your account. Shareholder Communications As a shareholder, you will receive all notices of shareholders' meetings, proxy statements and other materials distributed by WLR Foods to its shareholders. You will have all rights of a shareholder, including voting rights, as soon as there are shares of stock credited to your account. The Administrator will not vote stock held in your account. Duration of Plan One and one-half million shares have been registered for issuance under the Plan, the term of which is indefinite. WLR Foods may amend or terminate the Plan at any time, and you would be provided notice in such event. No amendment or termination would affect your interestin thePlanwhich hadaccruedprior tosuchamendment ortermination. 6 A Few More Details Q: What is common stock: A. Common stock represents ownership in a company. Common stock shareholders can benefit from cash or stock dividends, and they receive the right to vote on certain issues. If a company is profitable and its stock increases in value, shareholders also benefit from price appreciation. Q. What are the risks of owning stock? Can I lose money? A. Common stock shareholders assume both financial risk and market risk. The financial risk is that the company will not perform well, and thus the stock will decline in price. The market risk is the risk of price fluctuations for the entire market or a specific industry group. The price at which you sell your stock may be equal to, above or below the cost of your stock. The poultry industry's profitability has followed cyclical patterns which have been principally influenced by the supply of poultry. The poultry cycle is also influenced significantly by feed costs that, in turn, are influenced by a number of factors unrelated to the poultry industry, including weather and government legislation that permits the federal government to set price and income supports for grain, the largest production expense for poultry. Q. What are the advantages of buying stock through the Poultry Producer Stock Purchase Plan? A. The Plan offers a convenient way to purchase shares of common stock in WLR Foods at a discount price, through periodic contract payment deductions. In addition to allowing you to purchase Common Stock at a reduced price, the Plan is also cost-effective because you bear no brokerage commissions on shares purchased for the Plan, nor are administrative costs passed on to you. Also, because the Plan purchases fractional shares for your account, the full amount deducted from your contract payment will be used to purchase stock. Q. Can I buy additional shares? A. You can buy additional shares, up to $25,000 worth per year, only by increasing your contract payment deduction. If you would like to acquire more shares than you are able to purchase under the Plan because of the Plan's $25,000 limitation, ask WLR Foods' Director of Shareholder Services about WLR Foods' Dividend Reinvestment and Stock Purchase Plan. Q. Can I make additional voluntary contributions? A. You may not make voluntary contributions to the Plan, but can only participate through periodic contract payment deductions. If you want to purchase additional shares, you may increase your contract payment deduction, subject to the $25,000 limitation, or you may participate in certain other WLR Foods plans. 7 Q. Can I use my stock as collateral for a loan? A: You my not assign or pledge your interest in the Plan. Q: How does the Plan affect my taxes: A: Unlike the Company's Employee Stock Purchase Plan, the Plan does not satisfy the requirements of Section 423 of the Internal Revenue Code and, as such, is not a "tax qualified plan." Under the Internal Revenue Code, the benefits of a tax qualified plan under that section are not available to independent contractors such as the Company's poultry producers. Each individuals' tax situation differs, so you are encouraged to consult a tax adviser. In general, you must recognize ordinary compensation income equal to the amount of your discount when the stock is purchased on your behalf. Also, brokerage commissions paid by WLR Foods on your behalf must be reported as income. The amount of compensation income you are required to recognize will be added to the price you paid for the stock to determine your tax basis. Any gain or loss on your stock, being the difference between the price for which you sell the stock and your tax basis, must be reported as capital gain on your tax return when you sell your stock. Cash dividends are taxable when received, even if they are reinvested, while stock dividends or stock splits have no immediate tax effect. WLR Foods will send you annually an Internal Revenue Service Form 1099-MISC reporting the amount of the discount and brokerage commissions, and Form 1099-DIV reporting dividends paid and reinvested on shares in your account. Q. Who administers the Plan? A. WLR Foods' Director of Shareholder Services Department of WLR Foods administers the Plan for WLR Foods. The Administrator keeps a continuing record of your account, sends quarterly Statements of Accounts, and performs other duties related to the Plan. The Administrator is hired, and serves at the discretion of, WLR Foods' executive management. USE OF PROCEEDS WLR Foods does not know the number of shares that will ultimately be purchased under the Plan or the prices at which such shares will be purchased. The net proceeds realized by WLR Foods from shares of Common Stock sold from time to time under the Plan will be added to the general funds of the Company and used for general corporate purposes. LEGAL OPINION The validity of the Common Stock offered hereby will be passed upon for the Company by the law firm of Wharton, Aldhizer & Weaver, Harrisonburg, Virginia. As of the date of this Prospectus, members of the firm beneficially owned, in the aggregate, 1,851 shares of the Company's Common Stock. 8 EXPERTS The consolidated financial statements and schedules of the Company and its subsidiaries which are included in the Company's Annual Report on Form 10-K for the fiscal year ended July 2, 1994 have been incorporated by reference herein in reliance upon the reports of KPMG Peat Marwick, LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of that firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick, LLP audits and reports on the consolidated financial statements and schedules of the Company and its subsidiaries issued at future dates, and consents to the use of their reports thereon, such consolidated financial statements and schedules also will be incorporated by reference in this Prospectus in reliance upon their reports and upon said authority of such firm as experts in accounting and auditing. INDEMNIFICATION In 1988, WLR Foods' shareholders approved changes to the Company's Bylaws, which changes afforded the Company's officers and directors the fullest liability protection available under Virginia law. Specifically, in any proceeding brought against WLR Foods' officers or directors by a shareholder in the right of the Company, or brought by or on behalf of shareholders of the Company, monetary damages awarded against the officers or directors are limited to $1; provided, however, that this cap will not apply if the officer or director engaged in willful misconduct or a knowing violation of criminal law or of any federal or state securities law. WLR Foods' Bylaws indemnify the Company's officers and directors against all liabilities and expenses arising out of proceedings against them, except liabilities and expenses incurred because of their willful misconduct or knowing violation of the criminal law. The Company is also required to advance expenses of any officer or director in proceedings against them. WLR presently maintains an officer and director liability insurance policy in the amount of $10 million, with a deductible of $100,000 for corporate reimbursement only. The policy insures WLR Foods against loss by reason of wrongful acts by its officers and directors which WLR must indemnify, and it insures the officers and directors against loss by reason of their wrongful acts committed while serving WLR. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to officers, directors or persons controlling WLR pursuant to the foregoing provisions, WLR has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable. 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Itemized Statement of Expenses. The table below sets forth the estimated expenses (except the SEC registration fee, which is an actual expense) in connection with the offer and sale of the shares of Common Stock of the Registrant covered by this Registration Statement. SEC registration fee $13,190 Printing costs $ 1,000 Fees and expenses of counsel $ 5,000 for the Company Total $19,190 Item 15. Indemnification of Directors and Officers In 1988, WLR Foods' shareholders approved changes to the Company's Bylaws, which changes afforded the Company's officers and directors the fullest liability protection available under Virginia law. Specifically, in an proceeding brought against WLR Food' officers or directors by a shareholder in the right of the Company, or brought by or on behalf of shareholders of the company, monetary damages awarded against the officers or directors are limited to $1; provided, however, that this cap will not apply if the officer or director engaged in willful misconduct or a knowing violation of criminal law or of any federal or state securities law. WLR Foods' Bylaws indemnify the Company's officers and directors against all liabilities and expenses arising out of proceedings against them, except liabilities and expenses incurred because of their willful misconduct or knowing violation of the criminal law. The Company is also required to advance expenses of any officer or director in proceedings against them. WLR presently maintains an officer and director liability insurance policy in the amount of $10 million, with a deductible of $100,000 for corporate reimbursement only. The policy insures WLR Foods against loss by reason of wrongful acts by its officers and directors which WLR must indemnify, and it insures the officers and directors against loss by reason of their willful acts committed while serving WLR. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to officers, directors or persons controlling WLR pursuant to the foregoing provisions, WLR has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is 10 against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 16. Exhibits. 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3 of Form 8-K filed with the Securities Exchange Commission on January 31, 1992) 3.2 Bylaws 3.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to Form 10-K filed September 27, 1991 (File No. 0-17070)). 5 Opinion and Consent of Wharton, Aldhizer & Weaver 23.1 Consent of KPMG, LLP Peat Marwick 23.2 Consent of Wharton, Aldhizer & Weaver (see Exhibit 5) 24 Power of Attorney Item 17. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are 11 incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Harrisonburg, Commonwealth of Virginia, on the ______ day of _______________________, 1994. WLR FOODS, INC. By:__/s/ James L. Keeler_____ James L. Keeler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of the _____ day of _________________, 1994. 12 Signature Title _______________________________________ Treasurer and Delbert L. Seitz Chief Financial Officer _______________________________________ Chief Executive James L. Keeler Officer and Director _______________________________________ Director George E. Bryan* _______________________________________ Director Charles L. Campbell* _______________________________________ Director Stephen W. Custer* _______________________________________ Director Calvin G. Germroth* _______________________________________ Director Peter A.W. Green* _______________________________________ Director William H. Groseclose* _______________________________________ Director J. Craig Hott* _______________________________________ Director Herman D. Mason* _______________________________________ Director Charles W. Wampler, Jr.* _______________________________________ Director William D. Wampler* *By_/s/ Delbert L. Seitz_______________ Delbert L. Seitz, Power of Attorney 13 INDEX TO EXHIBITS Exhibit Page 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3 of Form 8-K filed with the Securities Exchange Commission on January 31, 1992) 3.2 Bylaws 15 3.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to Form 10-K filed September 27, 1991 (File No. 0-17060)) 5 Opinion and Consent of Wharton, Aldhizer & Weaver 26 23.1 Consent of KPMG, LLP Peat Marwick 27 23.2 Consent of Wharton, Aldhizer & Weaver (see Exhibit 5) 24 Power of Attorney 28 14 EX-3 2 EX-3(B) BYLAWS Exhibit 3.2 BYLAWS OF WLR FOODS, INC. ARTICLE I Shareholders Section 1. Place of Meetings. All meetings of the shareholders shall be held at such place as may be designated in writing by the Board of Directors. Section 2. Voting. Shareholders shall be entitled to vote at meetings of the shareholders in person or by proxy. If by proxy, such proxy shall be appointed by an instrument in writing, subscribed by the shareholder or by his duly authorized attorney. A shareholder shall be entitled to one vote for each share of stock entitled to vote registered in his name on the books of the Corporation. Section 3. Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Section 4. Adjournment of Meetings. If less than a quorum shall be in attendance at the shareholders' meeting, the meeting shall be adjourned from time to time by a majority vote of the shareholders entitled to vote present or represented by proxy until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner for such time upon such call as may be determined by the shareholders entitled to vote present in person or by proxy at such meetings. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted if the meeting had been held as originally called. Section 5. Annual Election of Directors. The annual meeting of the shareholders for the election of directors and the transaction of other business shall be held in October of each year, the date and time of such meeting to be fixed from time to time by resolution of the Board of Directors. Section 6. Special Meetings - How Called. Special meetings of the shareholders shall be held upon the call of the Chairman of the Board, the President, or the Board of Directors. Section 7. Inspectors of Election. (a) In advance of any meeting of the shareholders of the Corporation, the Board may appoint inspectors of election, who may be officers or employees, but not directors, of the Company, to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any meeting of shareholders may appoint at the meeting inspectors of election or persons to replace those who so fail or refuse to act. The number of inspectors shall be three (3). 15 (b) The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; they shall receive votes, ballots or consents and shall hear and determine all challenges and questions if any may arise in connection with the right to vote; they shall count and tabulate all votes or consents, determine when the polls shall close, and determine the result; and they shall do such acts as may be proper to conduct the election or vote with fairness to all shareholders. (c) The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability, and as expeditiously as is practical. The decision, act or certificate of a majority of the inspectors is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. Section 8. Organization. The Chairman of the Board of Directors, or such other officer or board member as the Board of Directors may designate, shall preside at each meeting of shareholders. The Secretary or an Assistant Secretary shall act as secretary of the meeting and keep a record of the proceedings thereof. The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures, and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, establishing rules and procedures for maintaining order at the meeting and the safety of those present, limiting the participation in such meeting to shareholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restricting entry to the meeting after the time fixed for the commencement thereof, limiting the time allotted to questions or comments by participants, and regulating the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure. Section 9. Record Date for Special Meeting. For purposes of setting the record date for determination of the holders of common stock of the Corporation entitled to vote at any special meeting of shareholders called pursuant to the provisions of the Virginia Control Share Acquisition Act (the Act), the record date shall be the date on which the Acquiring Person (as defined by the Act) requests such shareholders' meeting pursuant to Va. Code Section 13.1-728.5. 16 ARTICLE II Directors Section 1. Board of Directors. The Board of Directors shall have power to manage and administer the business and affairs of the Corporation. Except as expressly limited by law, all corporate powers of the Corporation shall be vested in and may be exercised by the Board of Directors. Section 2. Number. The Board shall consist of not less than ten (10) nor more than twelve (12) directors, the exact number within such minimum and maximum to be fixed and determined by the Board of Directors or the shareholders. Section 3. Retirement. No person shall be eligible for election to the Board of Directors after his 72nd birthday. The provision of this Section shall not apply to those directors on the Board of Directors as of January 1, 1989. Section 4. Notification of Nominations. Nominations for the election of directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such shareholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders, 90 days in advance of such meeting, and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated, a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons specified in the notice, a description of all arrangements or understandings between such shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder, such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors, and the consent of each nominee to serve as a director of the Corporation if so elected. The chairman of a shareholders' meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Section 5. Regular Meeting, Election of Officers. A regular meeting of the Board of Directors shall be held immediately following each annual meeting of the shareholders of the Corporation at the same place such shareholders' meeting is held. No notice thereof shall be required. At such meeting, the 17 directors shall elect a President and a Secretary and may elect a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, one or more Vice Presidents, an Assistant Secretary, a Treasurer, and such other officers as the Board may decide, and may transact such other business as shall properly come before the meeting, including the election of directors to committees of the Board of Directors. Unless sooner removed, such officers shall hold office until the next annual election of officers, and until their successors shall have been elected and have qualified. Section 6. Special Meetings, How Called, Notice. Special meetings of the Board of Directors shall be held upon notice by word-of-mouth, letter, facsimile communication, or cable delivered not later than twenty-four (24) hours preceding the time for the meeting upon call of the Chairman of the Board, President or Secretary, and upon call by the Secretary upon the written request of any four (4) directors. Notice of any such meeting may be waived in writing signed by the persons entitled to notice whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice or waiver of notice of the meeting. Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business. Section 8. Consents. Any and all notices herein required, including the time and place of the meeting and the nature of the business to be transacted, may be waived by written instrument executed by all the directors. Further, any action by the directors of the Corporation may be taken without a meeting by the unanimous written consent of all of the directors. Section 9. Committees. The Board of Directors may, by resolution adopted by a majority of the Board of Directors, create one or more committees of the Board of Directors and elect members of the Board of Directors to serve on them at the pleasure of the Board of Directors. To the extent specified by the Board of Directors or these Bylaws, each committee may exercise the authority of the Board of Directors to the extent permitted by law. Section 10. Officers of the Board. By resolution adopted by a majority of the Board of Directors, the Board of Directors may create such offices of the Board, including Chairman of the Board and Vice Chairman of the Board, as it deems appropriate for the carrying out of Board functions and assignments, to serve at the pleasure of the Board. Such persons are not, nor shall they by virtue of their service to the Board be deemed to be, officers of the Corporation as defined in Section 1, Article VII herein. Section 11. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall approve the minutes of all meetings at which he presides. He shall have concurrent power, along with the President, and Chief Executive Officer, to call or cause to be called all meetings of the Board of Directors, and shall be an ex officio member of all committees of the Board of Directors. He shall also serve the Corporation in an advisory capacity and perform such other duties as may be assigned to him by the Board of Directors. 18 Section 12. Vice Chairman of the Board. The Vice Chairman of the Board shall have concurrent power with the Chairman and shall preside at all meetings of the Board of Directors in the absence of the Chairman of the Board. ARTICLE III Executive Committee Section 1. Qualifications, Elections. The Board of Directors may elect from its number an Executive Committee composed entirely of members of the Board of Directors. The Chief Executive Officer, and the Chief Operating Officer, provided such officers are Board members, shall be members by virtue of their office with the Corporation. Section 2. Powers and Duties. During the intervals between the Board of Directors' meetings, the Executive Committee shall possess, and may exercise, all the powers of the Board of Directors in the management of the affairs of the Corporation. The Executive Committee shall keep minutes of the proceedings of its meetings to be submitted to the Board of Directors for its approval. ARTICLE IV Audit Committee Section 1. Qualifications, Elections. The Board of Directors shall elect from its number an Audit Committee composed entirely of members of the Board of Directors. A majority of the Audit Committee shall be comprised of independent directors of the Board of Directors. Section 2. Powers and Duties. The Audit Committee shall recommend to the Board of Directors the independent audit firm to be employed by the Corporation to examine and report on the financial statements issued by the Corporation; shall meet with the independent auditor to discuss pertinent matters including quality of management, financial, accounting and internal audit procedures; may establish an internal audit department and thereafter periodically review its functions and its personnel to assure effectiveness, independence and competence; and may direct special investigations into significant matters brought to the Audit Committee's attention within the scope of its duties. The Audit Committee also shall monitor the Corporation's compliance with the applicable requirements of the National Association of Securities Dealers, Inc. relating to independent directors and shall conduct an appropriate review of all related party transactions and potential conflicts of interest relating to the directors, as required by the National Association of Securities Dealers, Inc., on at least an annual basis, and shall recommend to the Board of Directors such action as it deems appropriate if it determines that an impermissible relationship or interest exists. ARTICLE V Nominating Committee Section 1. Qualifications, Elections. The Board of Directors may elect from its number a Nominating Committee composed entirely of members of the Board of Directors. 19 Section 2. Powers and Duties. The Nominating Committee shall propose to the Board of Directors a slate of nominees for the Board of Directors to consider in recommending to the Corporation's shareholders persons to be elected at the annual meeting of shareholders to the Board of Directors, which slate shall consist of at least two independent directors; shall propose to the Board of Directors nominees who meet criteria for Board membership to fill vacancies on the Board as they occur; and shall propose to the Board of Directors for Board approval director nominees for appointment to, and the filling of vacancies on, committees of the Board of Directors. ARTICLE VI Executive Compensation Committee Section 1. Qualifications, Elections. The Board of Directors may elect from its number an Executive Compensation Committee composed entirely of members of the Board of Directors. Section 2. Powers and Duties. The Executive Compensation Committee shall determine the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and shall make grants pursuant to the Corporation's Long Term Incentive Plan. ARTICLE VII Officers Section 1. General. The officers of the Corporation shall consist of a President and a Secretary, and may consist of a Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, one or more Vice Presidents, Assistant Secretary, Treasurer, and such other officers as the Board may decide. One person may hold more than one office. Section 2. President. The President of the Corporation shall have concurrent power, along with the Chairman of the Board and Chief Executive Officer, to call or cause to be called all meetings of the Board of Directors. He shall be an ex officio member of all committees of the Board of Directors. He shall also preside at all meetings of the Board of Directors in the absence of the Chairman or Vice Chairman of the Board. He shall make and sign contracts and instruments in the name and on behalf of the Corporation, including checks,drafts, notes and orders for the payment of money, subject to the approval of the Board of Directors, make reports to the shareholders and directors, and perform all such other duties as are incident to his office or which may properly be required of him by the Board of Directors. Section 3. Chief Executive Officer. The Chief Executive Officer shall give counsel and advice as may be deemed essential for the best interest of the Corporation. He shall have concurrent power, along with the Chairman of the Board and President, to call or cause to be called all meetings of the Board of Directors. He shall be responsible for all administration of the business and affairs of the Corporation. He shall make and sign contracts and instruments in the name and on behalf of the Corporation, including checks, drafts, notes and orders for the payment of money, subject to the approval of the Board of Directors, make reports to the shareholders and directors, and perform all such other duties as 20 are incident to his office of which may properly be required of him by the Board of Directors. Section 4. Chief Operating Officer. The Chief Operating Officer shall give counsel and advice as may be deemed essential for the best interest of the Corporation. He shall effect active supervision over the operations of the business. He shall perform all other duties as may be assigned to him by the Board of Directors or Chief Executive Officer. Section 5. Chief Financial Officer. The Chief Financial Officer shall give counsel and advice as may be deemed essential for the best interest of the Corporation. He shall be responsible for the fair presentation of financial statements of the Corporation. He shall supervise the controllers of the subsidiary corporations. He shall perform all other duties as may be assigned to him by the Board of Directors or Chief Executive Officer. Section 6. Vice Presidents. Each Vice President shall perform such duties as may be assigned to him by the Board of Directors. Section 7. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and the Board of Directors, and all other notices required by law or by these Bylaws, or by the Board of Directors. He shall record the proceedings of the meetings of the shareholders and the Board of Directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board of Directors, President or Chief Executive Officer. He shall sign the stock certificates of the Corporation, and shall keep a current register of the names and addresses of the shareholders. He shall be the custodian of the corporate seal, the stock certificate book, minute book and all other records of the Corporation, other than those hereinafter delegated to the care and custody of the Treasurer, and shall affix and attest the corporate seal to any certificate or writing of the Corporation requiring the same. The Secretary may, but shall not be required to, guarantee the signatures of endorsers of the Corporation's stock pursuant to Va. Code Section 8.8-312(1) (Supp. 1989), as amended. Section 8. Assistant Secretary. The Assistant Secretary shall be vested with all of the powers and perform all of the duties of the Secretary in the absence of the Secretary. He shall also perform such other duties as may be prescribed by the Board of Directors. Section 9. Treasurer. The Treasurer shall have the custody of, and be responsible for, the funds and securities of the Corporation. He shall receive and give, or cause to be given, receipts and acquittances for monies paid to the Corporation, pay out funds of the Corporation, and keep full and accurate records and books of account showing his transactions, which records and books of account he shall exhibit to any shareholder or director upon request therefor. He shall also perform such other duties as may be required of him by the Board of Directors. 21 ARTICLE VIII Capital Stock Section 1. Issue of Certificates of Stock. The Corporation shall cause to be issued to each shareholder one or more certificates under the seal or its facsimile of the Corporation, signed by the President, Chairman of the Board, Chief Executive Officer, Chief Operating Officer, Vice Chairman of the Board or Executive Vice President and Secretary or Assistant Secretary, which signatures may be by facsimile, certifying the number of shares owned by the shareholders. All references in these Bylaws to an officer's signature of the Corporation's stock certificates shall be deemed to permit signature by facsimile. Section 2. Transfer of Shares. The shares of the Corporation shall be transferable only on its books. Transfers of stock shall be made upon the corporate records only when an old or previously issued certificate shall have been surrendered for cancellation, whereupon it shall be marked CANCELLED by the Secretary, with the date of such cancellation, before a new certificate is issued therefor. Section 3. Distributions. To the extent consistent with the Corporation's Articles of Incorporation and these Bylaws, the provisions of Title 13.1, Chapter 9, Article VII of the Code of Virginia of 1950, as amended, shall apply to any distributions with respect to the Corporation's shares, as well as any other matters respecting such shares. Section 4. Lost Certificates. In case any certificate for the capital stock of the Corporation shall be lost, stolen or destroyed, the Corporation may require such proof of the fact, such indemnity to be given to it and to its Transfer Agent and Registrar, and payment of reasonable fees incurred, as shall be deemed necessary or advisable by it. Section 5. Holder of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 6. Closing of Books. The Board of Directors may fix in advance a date, not exceeding seventy (70) days preceding the date of any meeting of the shareholders, or the date for payment of any dividend or the date for allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividends, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only shareholders of record on the dates so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend or allotment of rights, or exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as herein provided. 22 ARTICLE IX Limitation of Liability and Indemnification Section 1. Limitation or Elimination of Liability. To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or officer of the Corporation shall not be liable to the Corporation or its shareholders for any monetary damages in excess of one dollar. Section 2. Indemnification. The Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against all liabilities and expenses incurred in the proceeding except such liabilities and expenses as are incurred because of his willful misconduct or knowing violation of the criminal law. Section 3. Determination to Indemnify. Subject to the provisions of Section 7 of this Article, a determination to indemnify a director or officer under Section 2 of this Article shall be made, in the first instance, by a majority vote of a quorum of the Board of Directors, such quorum consisting of disinterested directors. If a quorum of disinterested directors cannot be obtained, then the determination shall be made by majority vote of a committee designated by the Board of Directors (in which designation interested directors may participate), the committee to consist solely of two or more disinterested directors. If such a committee cannot be designated, the determination shall be made by special legal counsel selected by a majority vote of a quorum consisting of disinterested directors, or, if the same cannot be obtained, by the committee described above. If neither a quorum consisting of disinterested directors or the committee described above can be obtained, the selection of special legal counsel shall be made by majority vote of the Board of Directors (in which selection interested directors may participate). Notwithstanding any other provision of this Article, in any instance, the determination to indemnify a director or officer may be made by vote of the shareholders, except that any shares owned, or voted under the control of, directors or officers who are parties to the proceeding may not be voted. Section 4. Advances and Reimbursements of Expenses. Once a determination to indemnify has been made pursuant to the provisions of Section 3 of this Article, the Corporation shall make advances for expenses of, and reimbursements for expenses incurred by, any director or officer in any proceeding described in Section 2 of this Article, upon receipt of an undertaking from the director or officer to repay the same if it is ultimately determined that he is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to his ability to make repayment. The director or officer also shall furnish the Corporation with a written statement of his good faith belief that he has met the standard of conduct described in Va. Code Section 13.1-697, as amended. 23 Section 5. Indemnification of Agents and Employees. The Board of Directors may cause the Corporation to indemnify and make advances and reimbursements to any person not specified in Section 2 of this Article who was or is a party to any proceeding by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2. The provisions of Section 2 through 4 of this Article shall be applicable to any indemnification, determination, advancements and reimbursements provided pursuant to this Section. Section 6. Indemnification Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article, and also may procure insurance in such amounts as the Board of Directors may determine on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article. Section 7. Changes in the Board Composition. In the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification, advancement or reimbursement of expenses with respect to any claim for indemnification made pursuant to Sections 2 or 5 of this Article shall be made by special legal counsel agreed upon by the Board of Directors and the proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and the proposed indemnitee each shall select a nominee, and the nominee shall select such special legal counsel. Section 8. Applicability of this Article. The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeals of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal. Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. 24 ARTICLE X Redemption Rights To the full extent permitted by the Control Share Acquisition Act, Article 14.1 of Title 13.1 of the Code of Virginia of 1950, as amended, the Corporation is authorized to redeem shares acquired in a control share acquisition, as that term is defined under the Control Share Acquisition Act. ARTICLE XI Fiscal Year The Board of Directors shall have power to fix, and, from time to time, change, the fiscal year of the Corporation. Unless otherwise fixed by the Board, the fiscal year shall end on the Saturday closest to June 30th. ARTICLE XII Amendments These Bylaws may be amended, in whole or in part, by a two-thirds (2/3) vote of the Board of Directors, or by the holders of two-thirds (2/3) of all shares entitled to vote by each voting group of the shareholders of the Corporation, at any meeting of the Board of Directors or of the shareholders, as the case may be, except that the shareholder vote for Bylaw amendments that have been recommended to the shareholders by a two-thirds (2/3) vote of the Board of Directors shall require only a majority of all votes entitled to be cast by each voting group. Bylaws made or amended by the Board of Directors may be altered or repealed by the shareholders, but shall remain in effect unless and until such action be taken by the shareholders. ARTICLE XIII Implied Amendments Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect, but which is taken or authorized by the affirmative vote of not less than that number of shares or the number of directors that would be required to amend these Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as if these Bylaws had been temporarily amended or suspended to the extent necessary to permit the specific action so taken or authorized. 25 EX-5 3 LEGAL OPINION Exhibit 5 [Wharton, Aldhizer & Weaver Letterhead] WLR Foods, Inc. P. O. Box 7000 Broadway, VA 22815 Re: Poultry Producer Stock Purchase Plan Form S-3 Registration Statement for WLR Foods, Inc. Gentlemen: We have acted as counsel for you in connection with the preparation of the above-referenced document (the Registration Statement) pursuant to the provisions of the Securities Act of 1933, as amended, being filed with the Securities and Exchange Commission on December 7, 1994, or as soon thereafter as possible, in respect of the shares of WLR Foods, Inc. (WLR) common stock, no par value, which may be issued pursuant to your Poultry Producer Stock Purchase Plan and, as such, have examined the same and all of the exhibits being filed therewith. We are generally familiar with your corporate affairs, including your organization and the conduct of your corporate proceedings relating thereto. We also have examined such of your corporate records as we have deemed necessary as basis for this opinion. Based on the foregoing, it is our opinion that: 1. WLR is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. 2. The 1,500,000 shares of WLR common stock, no par value, which are the subject of the Registration Statement have been duly and validly authorized and, when issued pursuant to the proper resolution of the Board of Directors of WLR and upon the terms set forth in the Registration Statement, will be legally issued, fully paid and non- assessable. The foregoing opinion is contingent upon the Registration Statement becoming effective, and we consent to its use as an exhibit therein and to the reference to this firm in the Prospectus and the Registration Statement and any amendments thereto. Very truly yours, Wharton, Aldhizer & Weaver, P.L.C. 26 EX-23 4 23.1 CONSENT OF EXPERTS Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors WLR Foods, Inc.: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in this prospectus. KPMG PEAT MARWICK Richmond, Virginia December 6, 1994 27 EX-24 5 POWER OF ATTORNEY Exhibit 24 SPECIAL POWER OF ATTORNEY Each of the undersigned officers and directors of WLR Foods, Inc. (WLR Foods), a Virginia corporation, appoints James L. Keeler and Delbert L. Seitz, or either of them (with full power to each of them to act alone) as his or her attorneys- in-fact and agents for him or her in such capacity either as an officer or director, or both, of WLR Foods, and authorizes such persons on behalf of WLR Foods, to sign and file any and all WLR Foods' registration statements, reports, schedules and other filings, and all amendments thereto, required or permitted to be filed under federal or state securities laws, including without limitation Forms 3, 4 and 5, registration statements, Form 10-K annual reports, Form 10-Q quarterly reports and Form 8-K current reports, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission, National Association of Securities Dealers, and any regulatory authority for any U.S. state or territory, and each of us hereby ratifies and confirms all that our attorneys-in-fact and agents or each of them may lawfully do or cause to be done by virtue hereof. WITNESS the following signatures and seals. ________________ __________________________(SEAL) Date John J. Broaddus ________________ __________________________(SEAL) Date Jane T. Brookshire ________________ __________________________(SEAL) Date George E. Bryan ________________ __________________________(SEAL) Date Charles L. Campbell ________________ __________________________(SEAL) Date Stephen W. Custer ________________ __________________________(SEAL) Date Calvin G. Germroth ________________ __________________________(SEAL) Date William H. Groseclose ________________ __________________________(SEAL) Date J. Craig Hott ________________ __________________________(SEAL) Date Peter A.W. Green ________________ __________________________(SEAL) Date Herman D. Mason 28 ________________ __________________________(SEAL) Date Charles W. Wampler, Jr. ________________ __________________________(SEAL) Date William D. Wampler ________________ __________________________(SEAL) Date Henry L. Holler ________________ __________________________(SEAL) Date Kenneth D. Marshall ________________ __________________________(SEAL) Date James L. Keeler ________________ __________________________(SEAL) Date James L. Mason ________________ __________________________(SEAL) Date V. Eugene Misner ________________ __________________________(SEAL) Date Delbert L. Seitz 29 -----END PRIVACY-ENHANCED MESSAGE-----