-----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, NoUWtR5nqzAGkCVZyC4iJ31/rIQuTRQrMgggczIPyFHT+WHKnhJUc00srUsftvLL GdfUzH7t1D73jhuOFNwTfw== 0000760775-97-000062.txt : 19970424 0000760775-97-000062.hdr.sgml : 19970424 ACCESSION NUMBER: 0000760775-97-000062 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970423 SROS: NASD SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 97585494 BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 SC 13D/A 1 SCHEDULE 13D AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) WLR FOODS, INC. (Name of Issuer) COMMON STOCK NO PAR VALUE (Title of Class of Securities) 929286 10 2 (CUSIP Number) P.O. Box 7001 Broadway, Virginia 22815 (540) 896-7000 (Address, including zip code, and telephone number, including area code, of principal executive offices) John W. Flora Wharton, Aldhizer & Weaver, P.L.C. 100 South Mason Street, P.O. Box 20028 Harrisonburg, Virginia 22801-7528 (540) 434-0316 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with the statement: [ ] CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person J. Craig Hott S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,006,084 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 105,398 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,006,084 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Herman D. Mason S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 238,756 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 238,756 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,139,442 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Charles W. Wampler, Jr. S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 136,961 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,176,910 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 136,961 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 276,224 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,313,871 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Stephen W. Custer S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 56,020 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 56,020 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 956,706 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Calvin G. Germroth S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 18,658 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 18,658 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 919,344 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person James L. Keeler S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 208,255 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 208,255 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,108,941 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person George E. Bryan S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 132,078 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 132,078 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,032,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Charles L. Campbell S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 13,156 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 13,156 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 913,842 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person William H. Groseclose S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 3,893 SHARES BENEFICIALLY 8 SHARED VOTING POWER 900,686 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 3,893 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 10 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person William D. Wampler S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 382,134 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,205,099 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 382,134 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 304,413 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,587,233 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 11 Items 5 of Schedule 13D dated August 29, 1994 is hereby amended by replacing the information added by Amendment 1 with the following: Item 5. Interest in Securities of the Company. On January 15, 1997 the Registrant, Cuddy Farms, Inc. (Cuddy), and certain of Cuddy's lenders entered into a Stock Repurchase Agreement, pursuant to which the Registrant is to repurchase the shares subject to the Voting Trust Agreement dated October 26, 1994 between the Registrant, Cuddy, and others (Cuddy Trust) for $10 per share in three installments. Consequently, on January 17, 1997, the Registrant repurchased 887,499 shares, representing 50% of the total number of shares held in the Cuddy Trust. On March 31, 1997, the Registrant closed the second installment, repurchasing an addition 443,750 shares. The remaining 443,750 shares (adjusted for a 3-for-2 stock split on May 12, 1995) continue to be subject to the terms of the Cuddy Trust. Accordingly, each of the Reporting Persons shares the power to direct the vote of the 443,750 shares. In addition, as described in Item 4, the trustee of the New Hope Trust is obligated to vote the shares held in the New Hope Trust according to the recommendation of the Registrant's Board of Directors, or in the absence of a recommendation, as directed by the registered holder of the Voting Trust certificates. Accordingly, each of the reporting persons shares the power to direct the vote of the 456,936 shares held by the New Hope Trust with New Hope Feeds, Inc. and Economy Truck Leasing, Inc. Additional shares over which the reporting persons have the power to direct the vote or the disposition are set forth below. J. Craig Hott beneficially owns a total of 1,006,084 shares, or 6.1% of the total outstanding shares of the Company. Mr. Hott shares the power to direct the vote and the disposition of 104,770 shares owned by E. E. Hott, Inc. with the directors of E. E. Hott, Inc., and shares the power to vote and dispose of 628 shares owned jointly with his wife. Herman Mason is the beneficial owner of 1,139,442 shares, representing 6.9% of the total outstanding stock. Mr. Mason has sole voting power and sole power of disposition over 238,756 shares. Charles W. Wampler, Jr. beneficially owns 8.0% of the outstanding stock, or 1,313,871 shares. He has sole voting power and sole power of disposition over 136,961 shares, and shares voting power and the power of disposition over 274,076 shares held in trust with William D. Wampler as co-trustee. He shares the power to vote and to dispose of 2,148 shares held by Wampler Land, a limited partnership, with the other general partner, William D. Wampler. Stephen W. Custer is the beneficial owner of 956,706 shares, representing 5.8% of the total outstanding stock. He has sole voting power and power of disposition over 56,020 shares. 12 Calvin G. Germroth beneficially owns 5.6% of the total outstanding stock, consisting of 919,344 shares. He has the sole power to vote or direct the vote, and the sole power to dispose of or direct the disposition of, 18,658 shares. 13 James L. Keeler beneficially owns 6.7% of the outstanding stock, consisting of 1,108,941 shares. He has sole power to vote or direct the vote, and sole power to dispose of or direct the disposition of, 53,255 shares owned directly, and 155,000 shares which he has the right to purchase within 60 days. George E. Bryan beneficially owns 1,032,764 shares, or 6.3% of the outstanding stock, and has sole power to vote and dispose of 132,078 shares. Charles L. Campbell is the beneficial owner of 913,842 shares, representing 5.5% of the total outstanding shares, and has the sole power to vote and to dispose of 13,156 shares. William H. Groseclose beneficially owns 5.5% of the outstanding shares, or 904,579 shares, and has the sole power to vote or direct the vote, and to dispose of or direct the disposition of, 3,893 shares. William D. Wampler beneficially owns 1,587,233 shares, representing 9.6% of the total outstanding stock. He has sole voting power as to 382,134 shares. He shares voting power and the power of disposition over 274,076 shares held in trust with Charles W. Wampler, Jr. as co-trustee, and over 2,148 shares owned by Wampler Land, a limited partnership, with Charles W. Wampler, Jr. as general partner. As a director of May Meadows Farms, Inc., Mr. Wampler also shares power to direct the vote and disposition of 28,189 shares owned by the corporation with the other director, Bonnie Lou Wampler, whose address is Route 8, Box 112, Harrisonburg, Virginia 22801. 14 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: April 23, 1997. _____________________________________ George E. Bryan* _____________________________________ Charles L. Campbell* _____________________________________ Stephen W. Custer* _____________________________________ Calvin G. Germroth* _____________________________________ William H. Groseclose* _____________________________________ J. Craig Hott* _____________________________________ James L. Keeler* _____________________________________ Herman D. Mason* _____________________________________ Charles W. Wampler, Jr.* _____________________________________ William D. Wampler* *By _____/s/ Robert T. Ritter____________ Robert T. Ritter, attorney-in-fact 15 -----END PRIVACY-ENHANCED MESSAGE-----