-----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, GRdIGx+FXWCFgDa6nRwGmHQZymJhsbfYxMvWFzyKTSIXMxgp4UEuE3TgP05MpDYw 8PEmep4AJ1qJMPzOHEWEvg== 0000891836-94-000042.txt : 19940513 0000891836-94-000042.hdr.sgml : 19940513 ACCESSION NUMBER: 0000891836-94-000042 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: 2015 IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94527492 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: 2015 IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D9/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 14D9/A 1 WLR FOODS SCHEDULE 14D9/A AMENDMENT NO. 13 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 13) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 WLR FOODS, INC. (Name of Subject Company) WLR FOODS, INC. (Name of Person(s) Filing Statement) Common Stock, No Par Value (including the associated preferred stock purchase rights) (Title of Class of Securities) 929286 10 2 (CUSIP Number of Class of Securities) Delbert L. Seitz Chief Financial Officer WLR Foods, Inc. P.O. Box 7000 Broadway, Virginia 22815 (703) 896-7001 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copies to: Neil T. Anderson, Esq. John W. Flora, Esq. Sullivan & Cromwell Wharton, Aldhizer & Weaver 125 Broad Street 100 South Mason Street New York, New York 10004 Harrisonburg, Virginia 22801 (212) 558-4000 (703) 434-0316 2 This Amendment No. 13 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, dated March 14, 1994, as amended (the "Schedule 14D-9"), filed by WLR Foods, Inc., a Virginia corporation (the "Company"), relating to the tender offer disclosed in the Schedule 14D-1, dated March 9, 1994, as amended (the "Schedule 14D-1"), of the bidder, Tyson Foods, Inc., a Delaware corporation (the "Bidder"), to, through its wholly-owned subsidiary, WLR Acquisition Corp., purchase all of the outstanding Shares upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 9, 1994, and the related Letter of Transmittal (together, the "Offer"). Capitalized terms used and not defined herein shall have the meanings set forth in the Schedule 14D-9. Item 9. Material to be Filed as Exhibits. Item 9 is hereby amended and supplemented by adding thereto the following: Exhibit 36 -- Press Release, dated May 12, 1994. Exhibit 37 -- Form of Letter to Shareholders of the Company, dated May 12, 1994. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 12, 1994 WLR FOODS, INC. By: /s/ James L. Keeler Name: James L. Keeler Title: President and Chief Executive Officer EX-99.23 2 WLR FOODS 14D9/A EX-99.23 WHICH IS EXHIBIT 36 1 Exhibit 36 [WLR FOODS, INC. LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate Communication Phone: 703-896-0403 WLR FOODS BOARD WRITES SHAREHOLDERS Broadway, Virginia, May 12, 1994 -- WLR Foods Inc.'s board of directors today sent a letter to its shareholders urging them to vote against Tyson Foods' proposal to acquire voting rights at the upcoming May 21 shareholders' meeting. In the letter, the board spoke to the company's "greatly increased production, stronger poultry prices, reduced costs, and greater name and product recognition" as factors in growing shareholder value. The complete text of the letter follows: May 12, 1994 Dear Fellow Shareholders: Your Special Meeting of Shareholders is fast approaching on Saturday, May 21, and each of us wanted to take just a moment to thank everyone involved -- our shareholders, producers, employees and friends --for their continuing strong support. Your loyalty and resolve are deeply appreciated and the source of our strength. WLR Foods shareholders -- the true owners of our prospering Company -- will soon decide a matter of vital importance to your Company's future: whether Tyson and its affiliates should be granted voting rights for shares of WLR Foods they may acquire, or have acquired, in their unfriendly takeover attempt. That's the legal issue, but the real issue, according to Don Tyson and his latest advertising campaign, is whether Tyson should go home to Arkansas. Your Board urges you to take Tyson up on his promise to go away if Tyson loses the vote at the Shareholders' Meeting -- vote AGAINST the Tyson proposal so WLR Foods can get on with building and realizing its own exciting future. We know you've received a lot of paper since Tyson started its hostile takeover attempt, but we do want to make a few observations about what Don Tyson has been saying. - more - 2 WLR FOODS BOARD WRITES SHAREHOLDERS May 12, 1994 Page 2 Don Tyson offered $30 for your stock only because HE BELIEVES IT'S WORTH MORE. Your Company's recently completed capital investment program is now producing benefits for shareholders -- clearly evidenced by our strong third quarter financial results. All of us are doing our best to make that future a reality -- for all WLR Foods shareholders. We've thought carefully about resuming our discussions with Tyson. When we discussed a transaction with Tyson, he refused to offer more than $30 per share. For four months, Tyson has not moved from its lowball bid of $30. It would be a mistake and not in the best interests of all WLR Foods shareholders to resume discussions, just as it would be a mistake for Tyson to obtain voting rights based on such an inadequate price. We urge you to vote AGAINST the Tyson proposal to send Don Tyson a message that you aren't willing to trade your opportunity to participate with us in the growth of WLR Foods for his inadequate $30 offer. You should also know that we have been working on obtaining appropriate financing for general business purposes, including the ability to purchase shares of WLR Foods should Tyson terminate its tender offer, as well as to provide us with the ability to grow as we have in the past, through strategic acquisitions that build value for all shareholders. We are poised and ready for the challenges of growing shareholder value. Building on third quarter profits, we approach the profitable summer chicken and Cassco(R) ice seasons with greatly increased production, stronger poultry prices, reduced costs, and greater name and product recognition. Vote AGAINST the Tyson proposal by completing and mailing your WLR Foods white proxy, if you haven't already done so. Your latest mailed proxy is the only one that will count. As always, please call us at (703) 896-7001 if you have questions. You may also call D.F. King & Co., Inc., which is assisting us, toll free at (800) 669-5550. On behalf of everyone at WLR Foods, thank you for your patience and support. Sincerely yours, Charles W. Wampler, Jr. James L. Keeler Chairman, Board of Directors President and Chief Executive Officer Herman D. Mason William D. Wampler Vice Chairman, Board of Directors Director 3 WLR FOODS BOARD WRITES SHAREHOLDERS May 12, 1994 Page 3 George E. Bryan Stephen W. Custer Director Director Charles L. Campbell William H. Groseclose Director Director Calvin G. Germroth J. Craig Hott Director Director WLR Foods is a fully integrated provider of high quality turkey and chicken products primarily under the Wampler-Longacre(R) label and retail ice under the Cassco(R) label. This Fortune 500 Company, with current annual revenues of $710 million, exports to more than 40 countries and has processing operations in Virginia, West Virginia and Pennsylvania, close to its major mid-Atlantic markets. ### EX-99.24 3 WLR FOODS 14D9/A EX-99.24 WHICH IS EXHIBIT 37 1 Exhibit 37 [WLR FOODS, INC. LETTERHEAD] May 12, 1994 Dear Fellow Shareholders: Your Special Meeting of Shareholders is fast approaching on Saturday, May 21, and each of us wanted to take just a moment to thank everyone in- volved -- our shareholders, producers, employees and friends -- for their continuing strong support. Your loyalty and resolve are deeply appreciated and the source of our strength. WLR Foods shareholders -- the true owners of our prospering Company -- will soon decide a matter of vital importance to your Company's future: whether Tyson and its affiliates should be granted voting rights for shares of WLR Foods they may acquire, or have acquired, in their unfriendly takeover attempt. That's the legal issue, but the real issue, according to Don Tyson and his latest advertising campaign, is whether Tyson should go home to Arkansas. Your Board urges you to take Tyson up on his promise to go away if Tyson loses the vote at the Shareholders' Meeting -- vote AGAINST the Tyson proposal so WLR Foods can get on with building and realizing its own exciting future. We know you've received a lot of paper since Tyson started its hostile takeover attempt, but we do want to make a few observations about what Don Tyson has been saying. Don Tyson offered $30 for your stock only because HE BELIEVES IT'S WORTH MORE. Your Company's recently completed capital investment program is now producing benefits for shareholders -- clearly evidenced by our strong third quarter financial results. All of us are doing our best to make that future a reality -- for all WLR Foods shareholders. We've thought carefully about resuming our discussions with Tyson. When we discussed a transaction with Tyson, he refused to offer more than $30 per share. For four months, Tyson has not moved from its lowball bid of $30. It would be a mistake and not in the best interests of all WLR Foods shareholders to resume discussions, just as it would be a mistake for Tyson to obtain voting rights based on such an inadequate price. We urge you to vote AGAINST the Tyson proposal to send Don Tyson a message that you aren't willing to trade your opportunity to participate with us in the growth of WLR Foods for his inadequate $30 offer. You should also know that we have been working on obtaining appropriate financing for general business purposes, including the ability to purchase shares of WLR Foods should Tyson terminate its tender offer, as well as to provide us with the ability to grow as we have in the past, through strategic acquisitions that build value for all shareholders. 2 We are poised and ready for the challenges of growing shareholder value. Building on third quarter profits, we approach the profitable summer chicken and Cassco(R) ice seasons with greatly increased production, stronger poultry prices, reduced costs, and greater name and product recognition. Vote AGAINST the Tyson proposal by completing and mailing your WLR Foods white proxy, if you haven't already done so. Your latest mailed proxy is the only one that will count. As always, please call us at (703) 896-7001 if you have questions. You may also call D.F. King & Co., Inc., which is assisting us, toll free at (800) 669-5550. On behalf of everyone at WLR Foods, thank you for your patience and support. Sincerely yours, Charles W. Wampler, Jr. James L. Keeler Chairman, Board of Directors President and Chief Executive Officer Herman D. Mason William D. Wampler Vice Chairman, Board Directors Director George E. Bryan Stephen W. Custer Director Director Charles L. Campbell William H. Groseclose Director Director Calvin G. Germroth J. Craig Hott Director Director -----END PRIVACY-ENHANCED MESSAGE-----