-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CbyfhhzXuCNNA2NI6O13xLYstxAIEZeMTLOyDrf41lQHK+bG54Snx33MGcT5vWQz aEkpG1nyWuRfmY8X+SLffQ== 0000760775-95-000018.txt : 19951220 0000760775-95-000018.hdr.sgml : 19951220 ACCESSION NUMBER: 0000760775-95-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951219 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17060 FILM NUMBER: 95602704 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 11-K 1 ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _X__ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended June 30, 1995. ___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ______ to _______. Commission file number 0-17060 A. Full title of plan and the address of the plan, if difference from that of the issuer named below: WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: WLR Foods, Inc. Post Office Box 7000 Broadway, Virginia 22815-7000 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Financial Statements and Schedules June 30, 1995 and 1994 (With Independent Auditors' Report Thereon) 1 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Table of Contents Independent Auditors Report Statements of Net Assets Available for Benefits, with Fund Information - June 30, 1995 and 1994 Statement of Changes in Net Assets Available for Benefits, with Fund Information - Year ended June 30, 1995 Notes to Financial Statements - June 30, 1995 and 1994 Schedule Item 27a - Schedule of Assets Held for Investment Purposes - June 30, 1995 . . . . . . . . . . . . . . . . . . . . 1 Item 27d - Schedule of Reportable Transactions - Year ended June 30, 1995 . . . . . . . . . . . . . . . . . . . . . 2 2 Independent Auditors Report The Pension Administrative Committee The Pension Investment Committee WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust: We have audited the accompanying statements of net assets available for benefits, with fund information of the WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust (the Plan) as of June 30, 1995 and 1994, and the related statement of changes in net assets available for benefits, with fund information for the year ended June 30, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust as of June 30, 1995 and 1994, and the changes in net assets available for benefits for the year ended June 30, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes (Schedule 1) and reportable transactions (Schedule 2) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits, with fund information and the statement of changes in net assets available for benefits, with fund information is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. November 22, 1995 3 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Statements of Net Assets Available for Benefits, with Fund Information June 30, 1995 and 1994 1995 Fund Information
Assets Fund (A) Fund (B) Fund (C) Fund (D) Total Investments, at fair value (note 4): Short-term investments $ 49,355 64,067 55,049 99,677 268,148 U.S. government and agencies - - - - - Corporate obligations - - - - - Common trust fund - fixed 19,779,432 4,809,199 - - 24,588,631 Common trust fund - equity - 5,017,521 3,902,684 - 8,920,205 Common stocks (note 8) - 1 - 1,848,697 1,848,698 Mutual fund - equity - - 3,687,535 - 3,687,535 ---------- -------- --------- --------- ---------- Total investments 19,828,787 9,890,788 7,645,268 1,948,374 39,313,217 ---------- --------- --------- --------- ---------- Cash 8,781 317 288 478 9,864 Receivables: Employer contributions 532,361 171,862 137,699 54,702 896,624 Participant contributions 188,030 90,773 78,309 33,089 390,201 Interest and dividends - - - - - Loans to participants - - - - - --------- ---------- --------- --------- ---------- Total receivables 720,391 262,635 216,008 87,791 1,286,825 ---------- ---------- --------- --------- ---------- Total assets 20,557,959 10,153,740 7,861,564 2,036,643 40,609,906 Liabilities =========== Excess contributions payable 5,118 10,231 13,049 4,124 32,522 ---------- --------- --------- --------- ---------- Net assets available for benefits $20,552,841 10,143,509 7,848,515 2,032,519 40,577,384 =========== ========== ========= ========= ========== See accompanying notes to financial statements.
4 (Continued) 1994 Fund Information Fund (A) Fund (B) Total Investments, at fair value (note 4): Short-term investments $ 79,800 84,658 164,458 U.S. government and agencies - 2,267 2,267 Corporate obligations 59,404 455,433 514,837 Common trust fund - fixed 19,194,068 5,091,037 24,285,105 Common trust fund - equity - 6,039,382 6,039,382 Common stocks (note 8) 1 1 Mutual fund - equity - - - ----------- ---------- --------- Total investments 19,333,272 11,672,778 31,006,050 ----------- ---------- ---------- Cash 859 1,992 2,851 Receivables: Employer contributions 514,281 239,831 754,112 Participant contributions 152,721 106,120 258,841 Interest and dividends 608 3,619 4,227 Loans to participants 185 - 185 ----------- ---------- ---------- Total receivables 667,795 349,570 1,017,365 ----------- ---------- ---------- Total assets 20,001,926 12,024,340 32,026,266 Liabilities =========== Excess contributions payable - - - Net assets available for benefits $20,001,926 12,024,340 32,026,266 ========== ========== ========== See accompanying notes to financial statements. 5 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Statement of Changes in Net Assets Available for Benefits, with Fund Information Year ended June 30, 1995 Fund Information
Fund (A) Fund (B) Fund (C) Additions to net assets attributable to: Investment income (loss): Net appreciation (depreciation) in fair value of $1,221,419 1,686,075 1,008,075 investments (note 4) Dividends and interest 3,230 6,779 230,321 ---------- ---------- --------- Net investment income (loss) 1,224,649 1,692,854 1,238,396 ---------- ---------- --------- Contributions: Participants 2,062,697 1,119,699 567,572 Employer 1,285,062 551,249 316,064 ---------- ---------- --------- Total contributions 3,347,759 1,670,948 883,636 ---------- ---------- --------- Rollover contributions 17,215 20,316 21,537 Other income 30 - - ---------- ---------- --------- 17,245 20,316 21,537 Total additions 4,589,653 3,384,118 2,143,569 ---------- ---------- --------- Deductions from net assets attributable to: Benefits paid to participants 2,144,089 518,846 183,651 Administrative expenses 50,023 26,788 8,197 ---------- ---------- --------- Total deductions 2,194,112 545,634 191,848 ---------- ---------- ---------- Interfund transfers (2,218,788) (5,099,462) 5,516,750 Rollover contributions from Cuddy Farms, Inc. (note 1) 374,162 380,147 380,044 ---------- ---------- ---------- Net increase (decrease) in net assets available for benefits 550,915 (1,880,831) 7,848,515 ---------- ---------- ---------- Net assets available for benefits: Beginning of year 20,001,926 12,024,340 - ---------- ---------- ---------- End of year $20,552,841 10,143,509 7,848,515 ========== ========== =========
See accompanying notes to financial statements. 6 Fund Information Continued Fund (D) Total Additions to net assets attributable to: Investment income (loss): Net appreciation (depreciation) in fair value of $ (264,093) 3,651,476 investments (note 4) Dividends and interest 21,298 261,628 ---------- ---------- Net investment income (loss) (242,795) 3,913,104 ---------- ---------- Contributions: Participants 208,917 3,958,885 Employer 118,137 2,270,512 ---------- ---------- Total contributions 327,054 6,229,397 ---------- ---------- Rollover contributions 1,755 60,823 Other income - 30 ---------- ---------- 1,755 60,853 ---------- ---------- Total additions 86,014 10,203,354 ---------- ---------- Deductions from net assets attributable to: Benefits paid to participants 94,051 2,940,637 Administrative expenses 2,081 87,089 ---------- ---------- Total deductions 96,132 3,027,726 ---------- ---------- Interfund transfers 1,801,500 - Rollover contributions from Cuddy Farms, Inc. (note 1) 241,137 1,375,490 ---------- ---------- Net increase (decrease) in net assets available for benefits 2,032,519 8,551,118 ---------- ---------- Net assets available for benefits: Beginning of year - 32,026,266 ---------- ---------- End of year $2,032,519 40,577,384 ========== ==========
See accompanying notes to financial statements. 7 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Notes to Financial Statements June 30, 1995 and 1994 (1) Formation of the Plan The WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust (the Plan) was formed effective July 1, 1988. On January 31, 1995, approximately $1.4 million of assets were rolled over into the Plan from prior participants in the Cuddy Farms, Inc. Salary and Savings Plan. (2) Summary of Significant Accounting Policies The following are the significant accounting policies followed by the Plan: (a) Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. Accordingly, contributions to the Plan and dividend and interest income are recognized as earned; administrative expenses are recognized when incurred; net appreciation (depreciation) in fair value of investments is recognized as it occurs; and plan benefit distributions are recorded when paid. (b) Investments Investments are stated at fair value, based on quoted market values. Short-term investments are comprised of money market funds whose cost equals fair value. (c) Loans to Participants Loans to participants are composed of long-term loans to participants made by the Longacre Profit Sharing and Salary Savings Plan and Trust prior to being merged into the Plan. (d) Administrative Expenses During fiscal 1995, substantially all record keeping expenses of the Plan were paid by WLR Foods, Inc. and its subsidiaries (the Company) and substantially all investment related expenses were paid by the Plan. During fiscal 1994, substantially all administrative expenses of the Plan were paid by the Company. 8 (Continued) WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Notes to Financial Statements (3) Summary of Significant Provisions of the Plan The Plan is both a profit sharing plan as well as a salary savings plan, pursuant to the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers substantially all employees of the Company. Employees aged twenty-one and over become eligible to participate in the Plan after one year of service. The Plan allows employees of the Company to create savings tax free until retirement or withdrawal. The Plan requires matching contributions from the Company. Contributions to the Plan consist of the following: Participant Contributions - Each eligible employee under the Plan shall have the election each plan year to defer up to 15 percent of his or her compensation and to request the employer to allocate such reduction to the employee's individual elective contribution account created pursuant to this Plan. Employees have the option to place their contributions in the following investments: capital preservation fund (Fund A); balanced stock and bond fund (Fund B); stock fund (Fund C); WLR Foods, Inc. common stock (Fund D). Contributions may be split between the four funds. Employer Matching Contributions - The employer shall make a matching non-elective contribution to the employee's account of 50% of the amount that the employee deferred provided that the employer shall only make a matching contribution to the extent of the first four percent of the employee's contribution to the Plan. The Company's matching contributions are allocated to the employee's account in the same ratio as his or her elective contribution. Employer Voluntary Contributions - Under the profit sharing portion of the Plan, the employer shall contribute to the profit sharing portion of the trust fund each year such amount as may be determined by the Company's Board of Directors before the end of the employer's fiscal year. In no event, however, shall the employer's contributions during any plan year exceed the maximum amount allowable as a deduction under the provisions of the Internal Revenue Code or any similar law limiting allowable deductions for Federal income tax purposes, nor be less than the minimum amount permissible in order for the Plan to remain qualified under the provisions of the Internal Revenue Code or any'similar law concerning qualifications of the Plan. The contributions are allocated as of the anniversary date of the Plan to the account of each participant employed by the employer as of that date who has completed a year of service during the plan year in the same proportion that each such participant's compensation for such year bears to the total compensation of all such participants for that year. 9 (Continued) WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Notes to Financial Statements All participant contributions and employer matching contributions are 100% vested when made. Participants vest in the employer voluntary contributions at the rate of 20% after three years of service and 20% per full year thereafter. Forfeitures are added to the employer contributions made under the Plan and allocated to participants accounts. A participant is 100% vested upon death, disability or retirement. Normal retirement is available at age 65 with a minimum of five years of credited service. If a participant has accumulated ten or more years of service, he or she may retire at 55. Payment of benefits under the Plan to the participant shall be made as soon as practical after retirement or termination of employment. Benefits may be paid out in a lump sum payment or under one of several alternate periodic or annuity payment options available. There shall be credited (charged) to each respective participant's account, that participant's share of net appreciation (depreciation) in fair value of investments and the participant's share of dividends and interest and administrative expenses. (4) Investments During the year ended June 30, 1995, the Plan's investments (including investments bought and sold, as well as held during the year) appreciated (depreciated) as follows: U.S. government and agencies $ 34 Corporate obligations 9,890 Common trust fund - fixed income 1,753,911 Common trust fund - equity 1,789,090 Common stocks (264,093) Mutual fund - equity 362,644 ---------- Total $ 3,651,476 =========== The following investments owned at June 30, 1995 and 1994 represented 5% or more of net assets available for benefits: 1995 1994 ----- ---- Enhanced Stock Market Fund $ 5,017,521 6,039,382 Diversified Bond Group Trust 4,809,199 11,642,033 Equity Growth Fund 3,902,684 - First Union Value Fund 3,687,535 - Stable Portfolio Group Trust 19,779,432 12,643,072 (5) Federal Income Taxes The Internal Revenue Service has determined through the issuance of a determination letter dated August 5, 1993,that the Plan is a 10 (Continued) WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Notes to Financial Statements qualified plan under Section 401(k) of the Internal Revenue Code and is therefore not subject to income taxes. The Company is not aware of any events or activities occurring during the year which could have jeopardized the Plan's tax- exempt status. (6) Plan Termination Although it has not expressed any intent to do so, the Company has the right, under the Plan, to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. (7) Reconciliation to Department of Labor (DOL) Form 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at June 30, 1995 and 1994: 1995 1994 ==== ==== Net assets available for benefits per the financial statements $ 40,577,384 32,026,266 Less amounts allocated to withdrawing participants (806,427) (769,383) ---------- ---------- Net assets available for benefits per the Form 5500 $ 39,770,957 31,256,883 ============ ========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended June 30, 1995: Benefits paid to participants per the financial statements $ 2,940,637 Add amounts allocated to withdrawing participants in current year 806,427 Less amounts allocated to withdrawing participants in prior year (769,383) ----------- Benefits paid to participants per the Form 5500$ $ 2,977,681 =========== The above differences are due to the DOL Form 5500 including amounts allocated to withdrawing participants as a liability of the Plan and current year expense, as opposed to a 11 (Continued) WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Notes to Financial Statements component of net assets available for benefits as required for financial statement purposes. (8) Change in Administrative Procedure Effective October 1, 1994, the Plan changed the investment alternatives available to plan participants. The two prior funds were replaced with four new funds, including one for WLR Foods, Inc. common stock. 12 Schedule 1 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Item 27a - Schedule of Assets Held for Investment Purposes June 30, 1995 Face amount/ number of units or Fair Description shares Cost value Short-term investments: Fidelity Cash Domestic Fund 64,067 $ 64,067 64,067 Fidelity Cash Money Market Fund 204,081 204,081 204,081 ======= --------- -------- Total short-term investments 268,148 268,148 -------- -------- Common trust fund - fixed income: Diversified Bond Group Trust 235,239 4,295,006 4,809,199 Stable Portfolio Group Trust 456,673 17,273,633 19,779,432 ======= ---------- ---------- Total fixed income funds 21,568,639 24,588,631 ---------- ---------- Common trust fund - equity: Enhanced Stock Market Fund 163,708 4,058,805 5,017,521 Equity Growth Fund 177,679 3,276,453 3,902,684 ======= --------- ---------- 7,335,258 8,920,205 Common stocks: --------- --------- WLR Foods Inc. 128,605 2,111,336 1,848,697 Windmere Corporation Wt Exp 112 1 1 ======= --------- --------- 2,111,337 1,848,698 Mutual funds - equity - First Union --------- --------- Value Fund 191,461 3,336,812 3,687,535 ======= --------- --------- 3,336,812 3,687,535 --------- --------- Total investments $34,620,194 39,313,217 ========== ========== See accompanying independent auditors' report. 13 Schedule 2 WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Item 27d - Schedule of Reportable Transactions Year ended June 30, 1995 ASSETS ACQUIRED
Number of Number Shares or of trans- units or Cost Proceeds Net gain actions face amount Description (notes 1 and 3) (note 2) or (loss) -------- ----------- ---------------------------- -------------- -------- --------- Regulation 2520,103-6(c)(1)(i) 1 40,156 Stable Portfolio Group Trust $ 1,650,000 - - 1 145,179 Equity Growth Fund 2,674,366 - - 1 153,435 First Union Value Fund 2,674,366 - - Regulation 2520,103-6(c)(1)(ii) None Regulation 2520,103-6(c)(1)(iii) 52 256,017 Stable Portfolio Group Trust 10,571,159 - - 55 128,462 Diversified Bond Group Trust 2,367,279 - - 35 191,125 Equity Growth Fund 3,523,651 - - 23 86,366 WLR Foods, Inc. common stock 2,121,382 - - 50 210,588 First Union Value Fund 3,699,132 - - Regulation 2520,103-6(c)(1)(iv) None
14 (Continued) Schedule 2. Cont. WLR FOODS, INC. PROFIT SHARING AND SALARY SAVINGS PLAN AND TRUST Item 27d - Schedule of Reportable Transactions, Continued Year ended June 30, 1995 ASSETS DISPOSED OF
Number of Number Shares or of trans- units or Cost Proceeds Net gain actions face amount Description (notes 1 and 3) (note 2) or (loss) -------- ----------- ----------------------------- -------------- -------- --------- Regulation 2520,103-6(c)(1)(i) 1 50,487 Stable Portfolio Group Trust $ 1,878,891 2,077,988 199,097 1 90,075 Diversified Bond Group Trust 1,473,178 1,650,000 176,822 1 123,969 Diversified Bond Group Trust 2,250,145 2,256,338 6,193 1 88,901 Enhanced Stock Market Fund 2,171,791 2,256,338 84,547 Regulation 2520,103-6(c)(1)(ii) None Regulation 2520,103-6(c)(1)(iii) 69 110,500 Stable Portfolio Group Trust 4,127,936 4,589,065 461,129 52 534,921 Diversified Bond Group Trust 9,021,186 9,799,758 778,572 45 141,974 Enhanced Stock Market Fund 3,472,578 3,606,305 133,727 Regulation 2520,103-6(c)(1)(iv) None
Notes: (1) Cost equaled fair value at the date of acquisition. (2) Proceeds equaled fair value at the date of disposal. (3) No specific expenses were incurred by the Plan in acquiring or disposing of assets. See accompanying independent auditors' report. 15 Exhibits Exhibit 23 Consent of Independent Auditors 16 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Profit Sharing and Salary Savings Plan and Trust __12/18/95________ First Union National Bank, TTEE Date By:_/s/ Lisa J. Tilley___________ It's _Assistant Vice President___ 17 EX-23 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors The Board of Directors WLR Foods, Inc. We consent to incorporation by reference in the Registration Statement (No. 33-55649) on Form S-8 of WLR Foods, Inc. of our report dated November 22, 1995 relating to the statements of net assets available for benefits of the WLR Foods, Inc. Profit Sharing and Salary Savings Plan and Trust as of June 30, 1995 and 1994, the related statement of changes in net assets available for benefits for the year ended June 30, 1995, and supplemental schedules, which report is included in this annual report on Form 11-K. KPMG Peat Marwick LLP ___/s/__KPMG Peat Marwick LLP___ Richmond, Virginia December 19, 1995 -----END PRIVACY-ENHANCED MESSAGE-----