-----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, W2LwuHp0mrf3sSMAZW0DikSAdevBnq5PB2XL3c8RRSdBLXe1S+q4C3gT7t3yhU41 3McD7wQQfGn+A7hwCV8qFA== 0000760775-97-000110.txt : 19970730 0000760775-97-000110.hdr.sgml : 19970730 ACCESSION NUMBER: 0000760775-97-000110 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970729 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: 97646715 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 #3 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) June 30, 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: [ ] 1 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 565,623 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 106,289 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 565,623 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 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 240,321 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 240,321 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 699,655 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% 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 137,993 SHARES BENEFICIALLY 8 SHARED VOTING POWER 735,986 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 137,993 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 276,652 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 873,979 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% 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 47,523 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 47,523 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,857 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 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 19,094 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 19,094 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,428 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% 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 214,934 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 214,934 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 674,268 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 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 133,084 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 133,084 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 592,418 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% 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 13,563 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 13,563 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,897 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 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 5,250 SHARES BENEFICIALLY 8 SHARED VOTING POWER 459,334 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 5,250 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,584 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* N/A 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 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 384,453 SHARES BENEFICIALLY 8 SHARED VOTING POWER 764,322 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 384,453 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 304,988 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,148,775 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% 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 2 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 additional 443,750 shares. On June 30, 1997, the Registrant closed the third and final installment, repurchasing the remaining 443,750 shares. As described in Item 4, the trustee of the New Hope Trust remains 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 459,334 shares (adjusted for a 5.25% stock dividend distributed on May 3, 1997) 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 565,623 shares, or 3.5% of the total outstanding shares of the Company. Mr. Hott shares the power to direct the vote and the disposition of 105,319 shares owned by E. E. Hott, Inc. with the directors of E. E. Hott, Inc., and shares the power to vote and dispose of 970 shares owned jointly with his wife. Herman Mason is the beneficial owner of 699,655 shares, representing 4.3% of the total outstanding stock. Mr. Mason has sole voting power and sole power of disposition over 240,321 shares. Charles W. Wampler, Jr. beneficially owns 5.4% of the outstanding stock, or 873,979 shares. He has sole voting power and sole power of disposition over 137,993 shares, and shares voting power and the power of disposition over 274,493 shares held in trust with William D. Wampler as co-trustee. He shares the power to vote and to dispose of 2,159 shares held by Wampler Land, a limited partnership, with the other general partner, William D. Wampler. Stephen W. Custer is the beneficial owner of 506,857 shares, representing 3.1% of the total outstanding stock. He has sole voting power and power of disposition over 47,523 shares. Calvin G. Germroth beneficially owns 3.0% of the total outstanding stock, consisting of 478,428 shares. He has the sole power to vote or direct the vote, and the sole power to dispose of or direct the disposition of, 19,094 shares. 12 James L. Keeler beneficially owns 4.1% of the outstanding stock, consisting of 674,268 shares. He has sole power to vote or direct the vote, and sole power to dispose of or direct the disposition of, 53,684 shares owned directly, and 161,250 shares which he has the right to purchase within 60 days. George E. Bryan beneficially owns 592,418 shares, or 3.7% of the outstanding stock, and has sole power to vote and dispose of 133,084 shares. Charles L. Campbell is the beneficial owner of 472,897 shares, representing 2.9% of the total outstanding shares, and has the sole power to vote and to dispose of 13,563 shares. William H. Groseclose beneficially owns 2.9% of the outstanding shares, or 464,584 shares, and has the sole power to vote or direct the vote, and to dispose of or direct the disposition of, 5,250 shares. William D. Wampler beneficially owns 1,148,775 shares, representing 7.1% of the total outstanding stock. He has sole voting power as to 384,453 shares. He shares voting power and the power of disposition over 274,493 shares held in trust with Charles W. Wampler, Jr. as co-trustee, and over 2,159 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 28,336 shares owned by the corporation with the other director, Bonnie Lou Wampler, whose address is Route 8, Box 112, Harrisonburg, Virginia 22801. 13 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: July 29, 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 14 -----END PRIVACY-ENHANCED MESSAGE-----