-----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, rFeS9bmuA/vqySTJ6m1lryKMHE6yW+t9ciDZl0+Kw29CH50I9Dq3lsFkkieJltXi GNsF5GWe5cwqQwBwH27NCw== 0000891836-94-000031.txt : 19940427 0000891836-94-000031.hdr.sgml : 19940427 ACCESSION NUMBER: 0000891836-94-000031 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940426 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: 94524512 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. 11 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 11) 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. 11 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 32 -- Instructions to callers relating to the Special Meeting of Shareholders of the Company scheduled to be held on May 21, 1994. Exhibit 33 -- Form of Letter to Shareholders of the Company requesting the opportunity to speak with such Shareholder. Exhibit 34 -- Form of Letter to Shareholders of the Company listing possible defects in such Shareholder's Proxy. 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: April 26, 1994 WLR FOODS, INC. By: /s/ James L. Keeler Name: James L. Keeler Title: President and Chief Executive Officer EX-99.19 2 WLR FOODS 14D9/A EX-99.19 WHICH IS EXHIBIT 32 1 Exhibit 32 D.F. King & Co., Inc. April, 1994 WLR FOODS, INC. SPECIAL MEETING OF SHAREHOLDERS - MAY 21, 1994 INSTRUCTIONS TO CALLERS WLR Foods has scheduled a Special Meeting of Shareholders to be held on Saturday, May 21, 1994 at 1:00 pm at Turner Ashby High School, 800 North Main Street, Bridgewater, Virginia. The Special Meeting follows the Virginia Poultry Festival Parade to be held in Harrisonburg that morning. The purpose of the Meeting, which has been requested by Tyson Foods, Inc., is to consider a proposal whether or not Tyson should be granted voting rights on any WLR Foods shares it has acquired, or may acquire, it its efforts to take over control of WLR Foods (See Proposal No. 1 in the proxy statement). The Special Meeting involves a proxy contest. Both WLR Foods and Tyson will be contacting WLR Foods shareholders in an effort to solicit shareholder votes through the execution of proxies. It is important to remember that in a proxy contest only the latest dated proxy will count. A properly executed later dated proxy will cancel any proxies previously received from the same shareholder with an earlier date. This is important since there will be multiple mailings by both WLR Foods and Tyson throughout the course of the contest and each mailing will contain a new proxy card. Shareholders will sometimes change their minds, mistakenly execute a card, or send an opposition card as a vote of protest. The occurrence of any of these events will invalidate a previously received card. WLR FOODS WILL BE USING A WHITE PROXY THROUGHOUT THE CONTEST. TYSON IS USING A (COLOR) PROXY. Because of the number of mailings from both sides, experience has taught us that it is very helpful to always refer to the color of the card (WHITE, in WLR Foods' case) in conversations with shareholders. For example, "To support WLR Foods, sign the WHITE card and discard the (color) Tyson card." WLR Foods shareholders should be encouraged to execute their proxies at the earliest possible time. This will help us to assess our level of support. Remember, in 2 WLR Foods, Inc. Instructions to Callers page two a proxy contest we will never know what proxies Tyson has received until after the meeting when the votes are counted because Tyson supporters return their cards directly to Tyson in almost all cases. Even if a shareholder plans to attend the meeting - you should still urge them to return their WHITE proxy. Plans change and people are sometimes subject to intervening events. If a shareholder does attend the meeting, return of the WHITE proxy will not prevent them voting in person. To the extent possible we will want to encourage the return of each WHITE proxy we mail. While this may seem like overkill, we have found that shareholders returning multiple proxies will be less likely to subsequently change their mind. If you are absolutely convinced of support, one card will suffice. Tyson's offer to purchase all of the outstanding stock of WLR Foods at $30 per share continues. Tyson has extended its offer and withdrawal rights until June 3, 1994. The offer is still conditioned upon a number of factors set forth in the offer to purchase dated March 9, 1994, including Tyson's obtaining voting rights for any WLR Foods Shares it has acquired or may acquire. I. INTRODUCTION A. You will be asked to contact shareholders of WLR Foods, Inc. by telephone or in person in connection with the proxy contest and motivate such holders to participate in voting for WLR Foods, that is, AGAINST the Tyson Proposal. Proxies must be received by May 21, 1994, the date of the Special Meeting. B. (i) WLR Foods commenced mailing its proxy materials on Thursday, April 21, 1994. (ii) We expect that Tyson will distribute its materials shortly. (iii) There is but one item on the agenda for shareholders to consider - whether or not Tyson should be granted voting rights for WLR Foods shares it has acquired or may acquire. THE BOARD OF DIRECTORS OF WLR FOODS URGES SHAREHOLDERS TO VOTE AGAINST THE TYSON PROPOSAL (PROPOSAL NO. 1). C. We will commence calls to shareholders immediately. Registered shareholders will first be contacted followed by NOBO (street name) shareholders. 3 WLR Foods, Inc. Instructions to Callers page three II. OUTLINE AND OBJECTIVE OF THE CAMPAIGN. A. The primary objective is to, communicate to WLR shareholders the position taken by WLR Foods Board of Directors in connection with the Tyson proposal and to urge shareholders to vote AGAINST the Tyson proposal on the WLR Foods WHITE card. B. To achieve our objectives we will be targeting a large number of WLR Foods shareholders, similar to the telephone campaign in connection with the tender offer. WLR Foods' management and directors will contact a number of large shareholders, both registered and NOBO (street name) holders, as well as institutional holders. Through your efforts, we intend to contact shareholders owning well in excess of 75% of the Company's outstanding common stock. III. CALLING ASSIGNMENTS A. WLR participants will be contacting registered and NOBO shareholders. In many cases you will know the shareholders assigned to you for contact and in most cases they will be the same shareholders you previously contacted. B. Most of your calls will be simple and non-adversarial in nature. As a rule, shareholders will be glad to hear from you. You must be prepared, however, to answer questions pertaining to Tyson's proposal to be considered at the Special Meeting, Tyson's ongoing tender offer, WLR Foods' rejection of that offer, as well questions relating to the general business and operations of WLR Foods. IV. PREPARATION AND READING MATERIALS A. WLR Foods' proxy statement and letter to shareholders dated April 21, 1994. Included with our mailing was Tyson's Control Share Acquisition Statement. B. Tyson's proxy statement and letter to shareholders; C. You should also have available the following previously distributed materials: (i) Tyson's Offer to Purchase 7 and related materials dated March 9, 1994 and Tyson's subsequent letters to WLR Foods Shareholders; and (ii) WLR Foods' Schedule 14D-9 (and amendments) 4 WLR Foods, Inc. Instructions to Callers page four and all WLR Foods' letters to shareholders. These documents set forth the Company's response to the offer and provide the Company's reasons why Tyson's offer was rejected. V. RULES TO BE FOLLOWED A. All communications are subject to the rules and regulations of the Securities and Exchange Commission. The Company's materials have been reviewed by legal counsel prior to mailing. Stick to these materials when answering questions pertaining to the Meeting. B. No false or misleading statements. C. No arguments or predictions on future events such as the market price of the stock, revenues, profits, the outcome of the Special Meeting (do not predict victory), the offer, or the outcome of litigation between the parties. D. Do not write letters to shareholders. E. DO NOT GUESS. If you don't know the answer to a shareholder's question, tell the shareholder you will call them back. Then obtain the proper answer and return the call. VI. TELEPHONE CALLING PROCEDURE A. Introduction - give name and title. You may also mention that you are a fellow WLR Foods shareholder, if that is true. B. Verify that WLR Foods proxy materials have been received. Remember that shareholders will also receive a copy of Tyson's proxy materials. C. Ask if the WLR Foods materials have been reviewed. D. Ask if the shareholder has any questions. E. Ask if the shareholder intends to follow the recommendation of the Board of Directors of WLR Foods and vote against the Tyson proposal. In such a case, shareholders should sign, date, mark and mail the WLR Foods WHITE proxy card. WLR FOODS SHAREHOLDERS WHO SUPPORT THE COMPANY'S POSITION SHOULD BE REMINDED NOT TO SIGN THE TYSON CARD, NOT EVEN AS A VOTE OF PROTEST. 5 WLR Foods, Inc. Instructions to Callers page five F. Always thank the shareholder for his/her time and support. Let the shareholder know you will be calling back in connection with any further developments. G. Answering machines - if you reach an answering machine, leave a brief message asking the shareholder to return your call (ask them to call you collect). VII. REPORTING FORMS A. We will be using reporting forms to capture shareholder responses. Each reporting form sets forth the shareholder's name as it appears on the registered or NOBO (street name) shareholder list, his/her address, share amount, and telephone number. B. Each time you attempt or complete a call note the date and time of the call. Further, note any feedback which you believe is important. Callers did an excellent job of providing feedback from the last round of calls which proved helpful in assessing shareholder support. There is also a place on the form to indicate calling results. If the shareholder has sold his/her shares please so note in the comment section. Ask if all shares were sold. If a shareholder has received a proxy card they will be a record date owner with the power to vote, notwithstanding the sale of the underlying shares. These holders should be encouraged to execute a WHITE WLR Foods proxy. C. You should make copies of your completed forms and forward them to each week to Gayle Payne. Retain your original forms. D. In the future, you will be informed if your assigned shareholder returns his/her proxy (registered shareholders only). VIII. COMMENCEMENT OF CALLS/BEST TIME TO CALL A. Commence calls immediately. B. Generally, calls are best made in the evening - between 6:00 and 9:00 p.m., but use your judgment. C. In the event of a business registration, calls should be during normal business hours. 6 WLR Foods, Inc. Instructions to Callers page six D. Saturdays are an ideal time (use your judgment). No calls on Sundays or Holidays unless you know the shareholder. IX. TELEPHONE TIPS A. Call should be simple and brief. B. Calls should always be friendly and low pressure. C. Read and be familiar with all materials. D. Be a good listener. E. Be specific in terms of the recommendation of the Board of Directors and the action shareholders should take. Remember to support the position of the WLR Foods Board of Directors, shareholders should sign, date, mark and mail the WHITE proxy card. X. OTHER A. Multiple Accounts Shareholders should return a proxy card for each and every separate account maintained whether a registered shareholder, street name shareholder, or both. B. Proper Execution of the Card The proxy card should be signed exactly as the shareholder name appears thereon. When stock is registered in two or more names (joint tenants or tenants-in- common, for example), all registered owners should sign. When signing as an attorney-in-fact, executor, administrator, trustee, guardian, partner or officer of a corporation, shareholders should sign and give title as such. If a corporation, shareholders should sign in corporate name by president or other authorized officer (i.e. WLR Foods, Inc. by James L. Keeler, President). If a partnership, please sign in partnership name by an authorized person. (i.e. WLR Foods, L.P. by James L. Keeler, General Partner). C. Proper Dating of the Card Each card should be dated as well as signed. Only the latest dated card will count. D. Street Name Holders When stock is held in street name, through a bank, broker or nominee, generally the bank, broker or nominee votes on behalf of the shareholder, but only after receiving the shareholder's specific 7 WLR Foods, Inc. Instructions to Callers page seven instructions. Shareholders must return to their broker each card they receive for their shares to be voted. If a shareholder has multiple street name accounts, they must return a card for each account. Shareholders may also call their broker with voting instructions but it is preferable that they also return the proxy card. We will never be privy to actual voting results for street name holders. Brokers collect voting instructions from all their clients and issue one card just prior to the meeting with cumulative voting responses from all their clients. As such, it is entirely possible for shareholders to make a mistake, or to tell you one thing then do another. We simply will not know. We do have the names of many street name holders from our first calling campaign (NOBO holders who have not objected to disclosure of their identities). These are the street name holders you will be calling. Again, their proxies must be returned to their respective brokers. Note that some of these individuals may have sold their shares since this list is somewhat dated. If a NOBO holder has sold all their shares and did not receive a proxy, please note this information on your forms. No further contacts will then be necessary. EX-99.20 3 WLR FOODS 14D9/A EX-99.20 WHICH IS EXHIBIT 33 1 Exhibit 33 [WLR FOODS, INC. LETTERHEAD] (Date) Dear [Name of Shareholder]: By now you should have received your WLR Foods proxy materials and white proxy for the Company's special meeting of shareholders scheduled to be held on Saturday, May 21, 1994. As you probably know, at the meeting shareholders will vote on a proposal whether or not to grant Tyson Foods voting rights for any shares of stock of WLR Foods it has acquired, or may acquire, in connection with its ongoing hostile effort to take over control of your Company. The Board of Directors unanimously recommends that you vote AGAINST the Tyson proposal and ask that you return only your WHITE proxy card to WLR Foods. I would sincerely appreciate the opportunity to personally discuss with you the special meeting. Accordingly, I would appreciate it if you would take a moment to please call me collect at ( ) - any weekday from 9:00 a.m. to 4:00 p.m. On behalf of your Board of Directors, thank you for your continued support of WLR Foods. We appreciate your cooperation and I look forward to hearing from you. Sincerely yours, _______________________ [WLR Foods Director] EX-99.21 4 WLR FOODS 14D9/A EX-99.21 WHICH IS EXHIBIT 34 1 Exhibit 34 [WLR FOODS, INC. LETTERHEAD] DEAR FELLOW SHAREHOLDER: On behalf of the Board of Directors of WLR Foods, thank you for sending in your WHITE proxy for the Special Meeting of Shareholders scheduled to be held on May 21, 1994. To avoid the possibility of your shares being challenged or disqualified from voting for reason(s) indicated below, we ask that you sign, date, mark and mail the enclosed new WHITE proxy in the envelope provided for your convenience. [ ] YOUR PREVIOUS PROXY WAS UNSIGNED OR NOT LEGIBLE. (If signing as attorney, executor, administrator, corporate officer, authorized officer of a partnership, trustee or guardian, please sign and give your full title as such.) [ ] YOUR PREVIOUS PROXY WAS UNDATED. (Please date and sign to conform with the name shown on the proxy.) [ ] YOUR PREVIOUS PROXY WAS NOT SIGNED BY ALL OWNERS. (If shares are registered in the name of more than one person, each person should sign the proxy. If a joint tenant is deceased, please indicate that you are the surviving joint owner. If a tenant-in-common is deceased, the proxy should be signed by the executor or administrator of the deceased tenant-in-common, and proof of such person's status as executor or administrator should be sent with the proxy.) [ ] YOUR PREVIOUS PROXY OMITTED YOUR TITLE OF AUTHORITY. (If signing as attorney, executor, administrator, corporate officer, authorized officer of a partnership, trustee or guardian, please sign and give your full title as such.) [ ] YOUR PREVIOUS PROXY, AS MARKED, DID NOT CLEARLY SPECIFY YOUR VOTING INSTRUCTIONS. (Please sign, date and clearly mark your proxy.) [ ] OTHER_____________________________________________________________ 2 SINCE THE SPECIAL MEETING IS SCHEDULED TO BE HELD ON SATURDAY, MAY 21, 1994, WE WOULD SINCERELY APPRECIATE YOUR SIGNING, DATING, MARKING AND PROMPTLY MAILING THE ENCLOSED WHITE PROXY CARD. On behalf of your Board of Directors, thank you for your cooperation and continued support. Sincerely, /sig cut/ James L. Keeler President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----