-----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, ADMparmwNSx58gnLC/Rn+OxZ/H3rgsbSt8/Sh68rzbe+9h52ovp5DTy4NZw4kqdj 0iQhpgwPsxqzUjIv2pEmkw== 0000891836-94-000049.txt : 19940520 0000891836-94-000049.hdr.sgml : 19940520 ACCESSION NUMBER: 0000891836-94-000049 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940519 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: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17060 FILM NUMBER: 94529360 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: DEFC14A 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 DEFC14A 1 WLR FOODS, INC. ADD'L. DEFC14A 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant /X/ Filed by party other than the registrant / / Check the appropriate box: / / Preliminary proxy statement / / Definitive proxy statement /X/ Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 WLR FOODS, INC. (Name of Registrant as Specified in Its Charter) WLR FOODS, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). /X/ $125 FEE PAID WITH FILING PRELIMINARY MATERIAL / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: 2 (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11: (4) Proposed maximum aggregate value of transaction: / / Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: 1 [WLR FOODS, INC. LETTERHEAD] FOR IMMEDIATE RELEASE Contact: Gail Price, Director of Corporate Communication Phone: 703-896-0403 KEELER SENDS LETTER TO TYSON Broadway, Virginia, May 19, 1994 -- WLR Foods Inc. (NASDAQ: WLRF) today released the contents of a letter President and Chief Executive Officer James L. Keeler sent to Don Tyson, chairman of Tyson Foods. May 19, 1994 Mr. Don Tyson Chairman, Board of Directors Tyson Foods, Inc. 2210 West Oaklawn Drive Springdale, AR 72762-6999 Dear Don: You surprised me with your call yesterday afternoon suggesting that we get together tomorrow so I could tell you more about WLR Foods. After all these months you haven't offered anything new to our shareholders and yet you still want to meet and obtain more information about WLR Foods. Because WLR Foods is a public company and one of your competitors, I think I gave you all the information I could provide in good conscience during our discussions earlier this year. As we've told you before, if you make a proposal, WLR Foods will give it full and fair consideration. Even on our call yesterday, I told you I was ready to listen to anything you had to say. You've had almost four months to make a proposal other than the one our shareholders have overwhelmingly rejected. Given the proposal you've made, I don't believe any more meetings between us would be in the best interests of WLR Foods shareholders. --over-- 2 KEELER SENDS LETTER TO TYSON May 19, 1994 Page 2 I personally am looking forward to the results of Saturday's meeting. I'll see you then. Sincerely, James L. Keeler President and Chief Executive Officer 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. ### 1 SPECIAL MEETING OF SHAREHOLDERS SATURDAY, MAY 21 THANK YOU SHAREHOLDERS, PRODUCERS EMPLOYEES AND FRIENDS for your strong support of WLR Foods in our efforts to prevent Tyson Foods' hostile takeover attempt. We believe our future together as an independent company is brighter than Don Tyson's inadequate offer. And so do so very many of you. In our view, it's time for Don Tyson to go back to Arkansas. We deeply appreciate the support of all of you during this threat to WLR Foods independence. We recognize our responsibilities to you and we intend to continue to justify the confidence that you have expressed in us. And to our shareholders, we will exert every effort to enhance the value of your investment in WLR Foods. /s/Charles W. Wampler, Jr. /s/James L. Keeler /s/Herman D. Mason Charles W. Wampler, Jr. James L. Keeler Herman D. Mason Chairman, Board of Directors President and Chief Vice Chairman, Executive Officer Board of Directors /s/ William D. Wampler /s/George E. Bryan /s/Stephen W. Custer William D. Wampler George E. Bryan Stephen W. Custer Director Director Director /s/Charles L. Campbell /s/William H. Groseclose /s/Calvin G. Germroth /s/J. Craig Hott Charles L. Campbell William H. Groseclose Calvin G. Germroth J. Craig Hott Director Director Director Director
[Logo of Wampler-Longacre] [Logo of WLR Foods] [Logo of Cassco Ice & Cold Storage]
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