-----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, Cf9lJ0TSAv9N9Zzvqwx5cTm3JIqnZW09wx0zdf0tU1oy7rwOokIotkf4ZxvsR1ef mllKP/+BI+N7L36oTTvo3g== 0000897446-94-000047.txt : 19940810 0000897446-94-000047.hdr.sgml : 19940810 ACCESSION NUMBER: 0000897446-94-000047 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940809 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94542450 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: CUDDY FARM INC CENTRAL INDEX KEY: 0000928010 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 560940643 STATE OF INCORPORATION: NC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 732 WEST MARSHVILLE BLVD STREET 2: HWY 74 WEST CITY: MARSHVILLE STATE: NC ZIP: 28103 BUSINESS PHONE: 7046245055 MAIL ADDRESS: STREET 1: 1233 20TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20036 SC 13D 1 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* X WLR FOODS, INC. (Name of Issuer) COMMON STOCK X NO PAR VALUE (Title of Class of Securities) X 929286 10 2 (CUSIP Number) Cuddy International Corporation 465 Richmond Street Suite 600 London, Ontario N6A 5PA Canada Attn: Brian A. Cram X Tel No.: (519) 679-3971 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) X July 27, 1994 (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, and is filing this statement because of Rule 13d-1 (b)(3) or (4), check the following box. X Check the following box if a fee is being paid with the statement. X CUSIP No. 929286 10 2 13D Page 2 of 16 Pages 1 NAME OF REPORTING CUDDY FARMS, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b)X 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) X 6 CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 6 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 6 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 929286 10 2 13D Page 3 of 16 Pages 1 NAME OF REPORTING PERSON CUDDY INTERNATIONAL CORPORATION S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X (b)X 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) X 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7SOLE VOTING POWER 0 8 SHARED VOTING POWER 7 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 7 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 929286 10 2 13D Page 4 of 16 Pages 1 NAME OF REPORTING PERSON A.M. CUDDY S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) X (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) X 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 7 shares 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 7 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Company. The class of equity securities to which this statement relates is the shares (the "Shares") of Common Stock, no par value, of WLR Foods, Inc., a Virginia corporation (the "Company"). The principal executive offices of the Company are located at P.O. Box 7000, Broadway, Virginia 22815. Item 2. Identity and Background. This statement is being filed jointly by Cuddy Farms, Inc., a North Carolina corporation ("Cuddy"), Cuddy International Corporation, an Ontario corporation ("Cuddy International"), and Dr. A. M. Cuddy, a Canadian citizen ("A.M. Cuddy"). Cuddy, Cuddy International and A. M. Cuddy are referred to herein collectively as the "Reporting Persons." The Reporting Persons are filing this statement jointly as they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. A joint filing agreement among the Reporting Persons is attached hereto as Exhibit A. The principal business of Cuddy is turkey production and processing. The principal business address of Cuddy is P.O. Box 247, Marshville, North Carolina 28103-0247. The principal business of Cuddy International is to act as a holding company. The principal occupation of A.M. Cuddy is Chairman of Cuddy International. The address of the principal business and the principal office of A.M. Cuddy and Cuddy International is 465 Richmond Street, Suite 600, London, Ontario N6A 5P4 Canada. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of each of Cuddy and Cuddy International is set forth on Schedule I. Cuddy is controlled by A.M. Cuddy by virtue of (i) his control of Cuddy Group Limited, an Ontario corporation ("Limited"), which is the sole stockholder of Cuddy International, which in turn is the holder of voting stock of Cuddy, (ii) his position as sole trustee of the 1979 Cuddy Trust which owns 100% of A.M.C. Family Holdings, an Ontario corporation ("Holdings"), which in turn is the holder of voting stock of Cuddy, and (iii) his direct ownership of voting stock of Cuddy. A.M. Cuddy directly and indirectly controls approximately 49.4% of the voting stock of Cuddy, which is the largest single block of voting stock of Cuddy. The principal business of Limited and of Holdings is to act as a holding company. The address of the principal business and the principal office of Limited and Holdings is 465 Richmond Street, Suite 600, London, Ontario N6A 5P4 Canada. During the last five years, none of the Reporting Persons, Limited, Holdings nor, to the best of the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the Asset Purchase Agreement described in Item 4, Cuddy has agreed, among other things, to sell to the Company substantially all the assets of Cuddy's turkey processing division for $73.3 million, $42.5 million of which is payable in cash and the balance to be issued in Shares. Item 4. Purpose of Transaction. On July 27, 1994, the Company entered into an Asset Purchase Agreement ("Asset Purchase Agreement"), of same date, with Cuddy, Cuddy International and Wampler-Longacre, Inc., the Company's wholly-owned subsidiary ("Wampler-Longacre"). The closing (the "Closing") of the transactions contemplated by the Asset Purchase Agreement is to be within three (3) business days after Hart-Scott- Rodino clearance is obtained. Pursuant to the terms of the Asset Purchase Agreement, the Company and Wampler-Longacre will acquire substantially all of the assets of Cuddy's turkey processing division, including, without limitation, its processing facility, further processing facility, feed mill, three turkey grow-out farms, a leasehold interest in a second further processing facility, a partnership interest in a cold storage and distribution facility and all working capital, machinery, fixtures, equipment and other tangible personal property for, and inventory in, such facilities (the "Assets"). The purchase price for the Assets is $73.3 million, subject to adjustment, $42.5 million of which is payable in cash and the balance to be issued in Shares. The number of Shares issued will be based on a ten-day, pre-closing weighted average stock market value, subject to a floor of $24 per Share and a ceiling of $28 per Share. The Agreement provides for certain post-closing adjustments which are not expected to be material. The Shares issued in this transaction will not be registered under the Securities Act of 1933, as amended, and will be subject to a Voting Trust Agreement by and among the Company, Cuddy and an independent corporate trustee. The Voting Trust Agreement will terminate upon the earlier of (a) the fourth anniversary of the Closing date; (b) the date on which a business acquisition by the Company occurs in which in excess of five percent (5%) of its then outstanding Shares is issued without voting and transfer restrictions similar to the Voting Trust Agreement and Cuddy's stock ownership in the Company after such acquisition is less than five percent (5%) of the total outstanding Shares; or (c) the date on which a "Change of Control" in the Company occurs. For purposes of the Voting Trust Agreement, a Change of Control means the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30 percent (30%) of either the then outstanding Shares or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors. During the term of the Voting Trust Agreement, the trustee will vote in accordance with the recommendation of the Company's Board of Directors, as it exists at the time of the vote of the Company's shareholders, or if there is no recommendation, as directed by the registered holder of the voting trust certificate representing the Shares held by the trustee. Unless otherwise agreed to in writing by the Company, the voting trust certificates are not transferable except that (a) the holder thereof may pledge, mortgage or otherwise encumber the certificates and (b) the holder thereof may transfer the certificates to Cuddy International or a wholly-owned subsidiary of Cuddy International. Any transferee shall also be subject to the Voting Trust Agreement. After termination of the Voting Trust Agreement, Cuddy will have certain demand and incidental registration rights. Upon the closing of the transaction contemplated by the Asset Purchase Agreement, Cuddy, Cuddy International, A.M.C. Family Holdings, Ltd. and A.M. Cuddy (the "Cuddy Group") will enter into a Non-Competition and Name Use Agreement by which the Cuddy Group will covenant not to compete with Wampler-Longacre in the business of poultry production for processing, further processing or marketing of processed poultry products (exclusive of production of eggs and poults) (the "Protected Business") in the geographical area in the continental United States in which Wampler-Longacre or its affiliates currently conduct business. Sales to certain existing customers of the Cuddy Group are excluded. The Company will pay Cuddy $500,000 in cash at Closing in consideration of this Agreement. Pursuant to the Non-Competition and Name Use Agreement, Cuddy will also grant Wampler-Longacre a five (5)-year exclusive right and license to the "Cuddy" name within the continental United States for the Protected Business. The Non-Competition and Name Use Agreement contains "standstill" provisions by which the Cuddy Group agrees, for so long as the Voting Trust Agreement is not terminated, not to: solicit proxies or participate in an election contest relating to election of the directors; act together with others to acquire, hold or vote Shares; purchase or otherwise acquire Shares; or act alone or together with any person to acquire, or propose a business combination with, the Company. The Asset Purchase Agreement also requires Cuddy and Wampler- Longacre, before Closing, to enter into certain administrative, supply and processing agreements. The Asset Purchase Agreement provides that a Cuddy representative will be appointed to the Company's Board of Directors who shall serve until the next annual meeting of shareholders and shall be recommended by the Company's Board of Directors for election at such meeting. The Closing is subject to customary "due diligence" conditions and contains mutual indemnifications except that Cuddy and Cuddy International (the "Cuddy Corporations") shall not be required to indemnify the Company and Wampler-Longacre (collectively, "Wampler") for losses not in excess of $250,000. The Voting Trust further requires WLR Foods to indemnify Cuddy and the trustee for losses, including legal fees and expenses, in connection therewith. The parties to the Agreement also signed separate indemnification agreements, mutually agreeing to certain indemnifications. On the part of the Cuddy Corporations, indemnification of Wampler and their respective officers, directors, employees, shareholders, partners, agents, legal counsel and accountants is required in connection with certain possible litigation relating to stockholder and employee complaints. On the part of the Company, indemnification of the Cuddy Corporations and their respective officers, directors, employees, shareholders, partners, agents, legal counsel and accountants is required in connection with pending or possible litigation relating to the efforts of Tyson Foods, Inc., or any other bidder which commences its bid on or prior to June 30, 1995, to gain control of the Company. Both agreements terminate upon final termination of all actions, suits, proceedings or investigations relating to the respective litigations. The indemnification agreements also provide that the parties release each other with respect to all matters except those arising out of, based upon or in connection with, a breach of the Asset Purchase Agreement (or any other agreement entered into in connection therewith). Except as set forth above, as of the date hereof the Reporting Persons have no plan or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Company. (a) The Reporting Persons currently beneficially own the following numbers of Shares: Cuddy - 1 Share; Cuddy International - - 7 Shares; and A.M. Cuddy - 7 Shares. Each of the Reporting Persons shares the power to vote and to dispose of the Shares beneficially owned by him or it. Upon closing of the transactions contemplated in the Asset Purchase Agreement, the Reporting Persons, for the purpose of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own from 1,100,007 to 1,283,340 Shares, representing approximately 9.0% to 10.5% of the Shares of the Company outstanding at such time. Following the closing of the transactions contemplated by the Asset Purchase Agreement, the number of Shares beneficially owned by the Reporting Persons will be increased or decreased pursuant to certain post- closing adjustments. Except as set forth in this Item 5(a), neither the Reporting Persons, Limited, Holdings nor, to the best of the knowledge of any of the Reporting Persons, any persons listed on Schedule I hereto beneficially owns any Shares. (b) Except as set forth in Item 5(a), none of the Reporting Persons, Limited, Holdings nor, to the best of the knowledge of any of the Reporting Persons, any of the persons listed on Schedule I hereto, currently has sole or shared power to vote and to dispose of any Shares. (c) There have been no acquisitions of Shares by the Reporting Persons, Limited, Holdings nor, to the best of the knowledge of any of the Reporting Persons, any persons listed in Schedule I hereto since June 8, 1994. (d) Inapplicable. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Except as otherwise described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons, Limited, Holdings or, to the best of the knowledge of any of the Reporting Persons, any persons listed on Schedule I hereto and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. Exhibit A: Joint Filing Agreement, dated August 8, 1994, by and among Cuddy Foods, Inc., Cuddy International Corporation and A.M. Cuddy. Exhibit B: Asset Purchase Agreement, dated July 27, 1994, by and among Cuddy Farms, Inc., Cuddy International Corporation, WLR Foods, Inc. and Wampler-Longacre, Inc. (including the form of the Non-Competition and Name Use Agreement and the form of the Voting Trust Agreement). Exhibit C: Indemnification Agreement and Release, dated July 27, 1994, by and between WLR Foods, Inc. and Cuddy Farms, Inc. Exhibit D: Indemnification Agreement and Release, dated July 27, 1994, by and among Cuddy Farms, Inc., Cuddy International Corporation and WLR Foods, Inc. Exhibit E: Form of Registration Rights Agreement SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 9, 1994 CUDDY FARMS, INC. By: /s/ A.M. Cuddy A.M. Cuddy, Chairman CUDDY INTERNATIONAL CORPORATION By: /s/ A.M. Cuddy A.M. Cuddy, Chairman A.M. CUDDY /s/ A.M. Cuddy A.M. Cuddy SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF CUDDY FARMS, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Cuddy Farms, Inc. ("Cuddy") are set forth below. Unless otherwise indicated below, the director's or officer's business address is P.O. Box 247, Marshville, North Carolina 28103- 0247. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Cuddy. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America. Name and Business Address Present Principal Occupation Directors Dr. A.M. Cuddy (Canadian citizen) Cuddy International Corporation 465 Richmond St., Suite 600 London, Ontario CANADA N6A 5P4 Chairman of Cuddy International Corporation Brian A. Cuddy (Canadian citizen) Cuddy International Corporation 465 Richmond St., Suite 600 London, Ontario CANADA N6A 5P4 President of Intercontinental Operations, a division of Cuddy International Corporation Robert A. Cuddy (Canadian citizen) Cuddy Food Products 1226 Trafalgar Street London, Ontario CANADA N5Z 1H5 President of Cuddy Food Products Vaughn L. Correll Executive Vice President, Secretary - Treasurer Executive Officers (Who Are Not Directors) Charles D. Blackshear Senior Vice President - Foods Ben Lybrand Senior Vice President - Farms Kenneth K. Krueger Senior Vice President - Research DIRECTORS AND EXECUTIVE OFFICERS OF CUDDY INTERNATIONAL CORPORATION The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Cuddy International Corporation ("Cuddy International") are set forth below. Unless otherwise indicated below, the director's or officer's business address is 465 Richmond Street, Suite 600, London, Ontario N6A 5PA Canada. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Cuddy International. All of the persons listed below are citizens of Canada. Name and Business Address Present Principal Occupation Directors Dr. A.M. Cuddy Cuddy International Corporation Chairman Peter A.W. Green Cuddy International Corporation President and Chief Executive Officer Dr. William E. Coyne 3M Building 220-14E-11 2501 Hudson Road St. Paul, Minnesota 55144 Vice President, Research and Development of 3M Company (Diversified manufacturer) Douglas S. Cuddy Cuddy Transportation 3003 Page Street London, Ontario CANADA N5V 4J1 Vice President, Transportation John F. Robinson Retired 28 Linksgate Road London, Ontario CANADA N6G 2A7 President of Xylan Inc. (Management consultant) Mitchell A. Baran Trudell Medical 926 Leathorne Gate London, Ontario CANADA N5Z 3M5 Chairman and Chief Executive Officer of Trudell Medical Group Brian A. Cuddy Cuddy International Corporation President of Intercontinental Operations, a division of Cuddy International Corporation Robert A. Cuddy Cuddy Food Products 1226 Trafalgar Street London, Ontario CANADA N5Z 1H5 President of Cuddy Food Products Executive Officers (Who Are Not Directors) Robert B. Clark Senior Vice President, Chief Financial Officer and Secretary Brian A. Cram Vice President, Corporate Development and Marketing Kathy Houde Vice President, Human Resources DIRECTORS AND EXECUTIVE OFFICERS OF CUDDY GROUP LIMITED The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Cuddy Group Limited ("Cuddy Limited") are set forth below. Unless otherwise indicated below, the director's or officer's business address is 465 Richmond Street, Suite 600, London, Ontario N6A 5PA Canada. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Cuddy Limited. All of the persons listed below are citizens of Canada. Name and Business Address Present Principal Occupation Directors Dr. A.M. Cuddy President and Secretary; Chairman of Cuddy International Corporation Executive Officers (Who Are Not Directors) None DIRECTORS AND EXECUTIVE OFFICERS OF AMC FAMILY HOLDINGS LIMITED The name, business address, title, present principal occupation or employment of each of the directors and executive officers of AMC Family Holdings Limited ("Holdings") are set forth below. Unless otherwise indicated below, the director's or officer's business address is 465 Richmond Street, Suite 600, London, Ontario N6A 5PA Canada. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Holdings. All of the persons listed below are citizens of Canada. Name and Business Address Present Principal Occupation Directors Dr. A.M. Cuddy President and Secretary; Chairman of Cuddy International Corporation Executive Officers (Who Are Not Directors) None Exhibit A Joint Filing Agreement Each of the undersigned hereby agrees that the Schedule 13D, to which this Agreement is attached as Exhibit A, and all amendments thereto, may be filed on behalf of each such person. Date: August 8, 1994 CUDDY FARMS, INC. By: /s/ A.M. Cuddy A.M. Cuddy, Chairman CUDDY INTERNATIONAL CORPORATION By: /s/ A.M. Cuddy A.M. Cuddy, Chairman A.M. CUDDY /s/ A.M. Cuddy A.M. Cuddy EX-99 2 EXHIBIT 13.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered in to this [Closing Date], by and between WLR Foods, Inc., a Virginia corporation (including its successors, the "Issuer"), and Cuddy Farms, Inc., a North Carolina corporation, ("Cuddy") (Cuddy and any transferee as permitted in Section 2.2 hereof being the "Holder"). RECITALS A. The Issuer and Cuddy are parties to an Asset Purchase Agreement dated July 27, 1994 (the "Purchase Agreement"), which Purchase Agreement provides, in part, for the issuance of shares of common stock of the Issuer (the "Common Stock") to Cuddy. B. The Issuer, as an inducement to Cuddy to enter into the Purchase Agreement, has agreed to provide for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of shares of Common Stock to be issued under the Purchase Agreement (the "Shares") under the circumstances set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: ARTICLE I REGISTRATION RIGHTS Section 1.1. Certain Definitions. (a) As used herein, the term "Commission" means the United States Securities and Exchange Commission. (b) As used herein, the term "Public Offering" means any underwritten public offering of securities of the Issuer pursuant to an effective registration statement under the Securities Act. (c) As used herein, the term "Registrable Securities" means any (i) Shares and (ii) securities issued or issuable with respect to the Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they (i) have been effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, (ii) have been transferred pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, unless such securities are held at such time by a holder of Registrable Securities who may be deemed an "underwriter" or "affiliate" with respect to the Company (as those terms are defined under the Securities Act), (iii) constitute less than one percent (1%) of the total outstanding securities of the same class as the Registrable Securities, (iv) except as provided in Section 2.2, have been transferred, directly or indirectly, from the Holder to any other person without the express written consent of the Issuer. (d) As used herein, the term "Incidental Registrable Securities" means (i) Registrable Securities and (ii) other securities of the Issuer entitled to registration rights. Section 1.2. Registration on Request of Holders. (a) Upon the written request at any time after the earlier of (i) the expiration of the voting and transfer restrictions applicable to the Shares by virtue of Section 13 of the Purchase Agreement, or (ii) 150 days prior to the fourth anniversary of the Closing Date under the Purchase Agreement (the "Registration Date") by the Holder requesting that the Issuer effect the registration under the Securities Act of all or part of its Registrable Securities, the Issuer will promptly use its best efforts to effect, as expeditiously as possible, but in no event prior to the expiration of the above-referenced restrictions, the registration under the Securities Act of (i) the Registrable Securities which the Issuer has been requested to register by the Holder; and (ii) all other Incidental Registrable Securities which the Issuer has been requested to register by any other person having incidental registration rights from the Issuer or other securities of the Issuer which the Issuer desires to register, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (A) the Issuer shall not be obligated to file a registration statement relating to a registration request under this Section 1.2(a) within a period of 180 days after the effective date of any other registration statement filed by the Issuer, other than any registration statement filed by the Issuer (1) in connection with any employee benefit or similar plan of the Issuer, (2) in connection with an acquisition by the Issuer of another person or (3) relating to any non-convertible debt securities of the Issuer to be offered and sold by the Issuer on a delayed or continuous basis pursuant to Rule 415 under the Securities Act ("Rule 145"); (B) the Issuer shall not be obligated to effect more than two registrations pursuant to this Section 1.2(a), each of which may not be requested earlier than 180 days after the consummation of an offering effected pursuant to demand registration hereunder; and (C) such registration may not relate to an offering of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 and (D) may be delayed by the Issuer for up to 135 days if the Issuer determines that the filing of the registration statement would require the disclosure of material nonpublic information that is in the best interest of the Issuer to maintain as confidential; provided, however, that, in the event of a delay hereunder, the Holder may withdraw its request which, if withdrawn, will not be considered one of the demand registrations requested pursuant to Section 1.2 hereof. (b) Expenses. The Issuer will pay all registration expenses in connection with each registration of Registrable Securities pursuant to this Section 1.2, and the Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of the Registrable Securities pursuant to a registration statement effected pursuant to this Section 1.2. (c) Effective Registration Statement. A registration requested pursuant to this Section 1.2 shall not be deemed to have been effected unless the registration statement relating thereto (i) has become effective under the Securities Act and any of the Registrable Securities of the Holder have actually been sold thereunder and (ii) has remained effective for a period of at least 90 days (or such shorter period in which all Registrable Securities registered thereunder have actually been sold thereunder); provided that. if after any registration statement requested pursuant to this Section 1.2 becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to the actions or omissions to act of the Issuer, such registration statement shall not be considered one of the registrations which may be requested pursuant to Section 1.2 hereof. (d) Selection of Underwriters. If any requested registration pursuant to this Section 1.2 is in the form of a Public Offering, then (i) all holders of Incidental Registrable Securities to be included in such registration requested shall sell their Incidental Registrable Securities to the underwriters on the same terms and conditions and (ii) the Holder shall have the right to select the managing underwriter that will administer the offering with the consent of the Issuer, which consent shall not be unreasonably withheld or delayed. (e) Pro-Rata Participation in Requested Registrations. If a requested registration pursuant to this Section 1.2 involves a Public Offering and the managing underwriter shall advise the Issuer that, in such underwriter's reasonable view, the number of securities (including all Registrable Securities) requested to be included in such registration exceeds the largest number of securities (the "Maximum Offering Size") which can be sold without an adverse effect on the terms of the proposed offering (including, without limitation, the price at which such securities can be sold), the Issuer will include in such registration, in the order listed below, up to the Maximum Offering Size: First, Registrable Securities of the Holder. Second, Incidental Registrable Securities proposed to be sold by any other holder requesting registration allocated pro-rata among such holders based on the relative number of Incidental Registrable Securities proposed to be sold in the proposed offering by each such holder or on such other basis as Issuer may have agreed with such holders. Third, securities of the Issuer proposed to be sold by the Issuer. Section 1.3 Incidental Registration. (a) If the Issuer at any time after the Registration Date proposes to register any securities of the Issuer under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms, (ii) relating to securities of the Issuer issuable upon exercise of employee stock options or in connection with any employee or grower benefit or similar plan of the Issuer or any of its subsidiaries, or (iii) in connection with a direct or indirect acquisition by the Issuer or any of its subsidiaries of another company) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Issuer may, but shall not be required to, give prompt written notice to all (but not less than all) holders of Incidental Registrable Securities of its intention to do so (including its intended method of disposition) and of such holders' rights in the event the holders are notified, under this Section 1.3. Any such notice, if given, shall offer the Holder the opportunity to include in such registration statements such number of Registrable Securities as the Holder may request. Upon the written request of the Holder made within 20 days after the giving of such written notice by the Issuer (which request shall specify the number of Incidental Registrable Securities intended to be disposed of by the Holder), the Issuer will use its best efforts to effect the registration under the Securities Act of all Incidental Registrable Securities which the Issuer has been so requested to register by the holders thereof, to the extent requisite to permit the disposition of the Incidental Registrable Securities so to be registered in accordance with the Issuer's intended method of disposition; provided that (i) if such registration involves a Public Offering, all holders of Incidental Registrable Securities requesting to be included in the Issuer's registration must sell their Incidental Registrable Securities to the underwriters selected by the Issuer on the same terms and conditions as apply to the Issuer and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.3 and prior to the effective date of the registration, the Issuer shall determine for any reason not to register any securities, the Issuer shall give written notice to the Holder of Incidental Registrable Securities and thereupon shall be relieved of its obligation to register any Incidental Registrable Securities in connection with such registration. The Issuer will pay all registration expenses in connection with each registration of Incidental Registrable Securities requested pursuant to this Section 1.3, and the Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of the Holder's Incidental Registrable Securities pursuant to a registration statement effected pursuant to this Section 1.3. (b) Priority in Incidental Registrations If a registration pursuant to this Section 1.3 involves a Public Offering and the managing underwriter advises the Issuer that, in its view, the number of securities (including all Registrable Securities) which the Issuer, the Holder and any other persons intend to include in such registration exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: First, all the securities of the Issuer proposed to be included by the Issuer and by any person exercising a demand registration right; and Second, Incidental Registrable Securities requested to be included in such registration by the holders thereof allocated pro- rata among all holders based on the relative number of Incidental Registrable Securities each holder proposed to be sold in the proposed offering. Section 1.4. Registration Procedures. Whenever the Holder requests that any Registrable Securities be registered pursuant to Sections 1.2 or 1.3 of this Agreement, the Issuer will, subject to the provisions of such Sections, use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as reasonably practicable, and in connection with any such request: (a) The Issuer will as promptly as reasonably practicable prepare and file with the Commission a registration statement on any form for which the Issuer then qualifies or which counsel for the Issuer will deem appropriate and which form shall be available for the sale of the Incidental Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective (including by the filing of amendments or supplements to such registration statement) for a period of not less than 90 days (or such shorter period in which all Registrable Securities registered thereunder have actually been sold thereunder). (b) The Issuer will, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to the Holder and to each underwriter, if any, and to each person who may be deemed to be a controlling person under Section 15 of the Securities Act (a "Controlling Person") of each of the foregoing copies of such registration statement as proposed to be filed, and thereafter the Issuer will furnish to the Holder, each underwriter and each Controlling Person of each of the foregoing, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as the Holder, underwriter or Controlling Person may reasonably request in order to facilitate the disposition of the Registrable Securities. (c) After the filing of the registration statement, the Issuer will promptly notify the Holder, each underwriter, if any, and each Controlling Person of each of the foregoing of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (d) The Issuer will use its best efforts to (i) register or qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions in the United States as the Holder reasonably (in light of such Holder's intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities, if any, as may be necessary by virtue of the business and operations of the Issuer and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holder to consummate the disposition of the Registrable Securities; provided that the Issuer will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction. (e) The Issuer will immediately notify the Holder, each underwriter, if any, and each Controlling Person of each of the foregoing, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and promptly make available to the Holder, underwriter and Controlling Person any such supplement or amendment; provided, however, that, if such supplement or amendment would require the disclosure of nonpublic information that is in the best interests of the Issuer to be maintain as confidential, the Issuer may delay such supplement or amendment for up to 135 days except: (i) with respect to sales made but not closed pursuant to the registration statement on or before the date of receipt of notice by the Holder of the Issuer's intention to delay; and (ii) as to any delay extending for more than two weeks, the Holder may elect to terminate the registration statement and such registration statement shall not be considered one of the registrations which may be requested pursuant to Section 1.2 hereof. (f) The Issuer will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are customary and are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities. (g) The Issuer will make available for inspection by the Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by the Holder or underwriter (collectively, the "Inspectors"), and any Controlling Person of any of the foregoing such financial and other records, pertinent corporate documents and properties of the Issuer (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Issuer's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement. Each Holder shall be given adequate opportunity to comment on such registration statement and to request the insertion therein of material furnished to the Issuer in writing which in the reasonable judgment of such Holder upon the advice of counsel experienced in securities laws should be included in order to avoid a violation of applicable law and to request the deletion of its name from the registration statement if the materials furnished are not included in such registration statement, and, if such registration statement is the Holder's second demand registration statement under Section 1.2 hereof, such registration statement shall not be considered a demand registration statement. Records which the Issuer determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless the release of such records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction; provided, however, that if the Holder reasonably believes that disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement and the Issuer declines to make such disclosure, the Holder may withdraw from participation in the registration and, if, such registration statement is the Holder's second demand registration statement under Section 1.2 hereof, such registration statement shall not be considered a demand registration statement. The Holder agrees that information obtained by it as a result of such inspections shall be kept confidential by it and shall not be used by it except in connection with the discharge of its due diligence in connection with a registration unless and until such is made generally available to the public otherwise than through disclosure by the Holder or Inspectors. The Holder further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Issuer and allow the Issuer, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. (h) The Issuer will furnish to the Holder, each underwriter, if any, and each Controlling Person of each of the foregoing a signed counterpart, addressed to such Holder and Controlling Person and underwriter, if any, of (i) an opinion or opinions of counsel to the Issuer and (ii) a comfort letter or comfort letters from the Issuer's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as holders of a majority of the Incidental Registrable Securities included in such registration statement or the managing underwriter therefor reasonably requests provided the same are customarily provided in similar transactions at such time. (i) The Issuer will otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations thereunder. (j) The Issuer will use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Issuer are then listed. (k) The Issuer will provide a transfer agent for all such Registrable Securities not later than the effective date of such registration statement. The Issuer may require the Holder to promptly furnish in writing to the Issuer such information regarding the distribution of the Registrable Securities as the Issuer may from time to time reasonably request and such other information as may be legally required in connection with such registration. The Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in clause (e), the Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Holder's receipt of the copies of the supplemented or amended prospectus contemplated by clause (e), and, if so directed by the Issuer, the Holder will deliver to the Issuer all copies, other than permanent file copies then in Holder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Issuer shall give such notice, the Issuer shall extend the period during which such registration statement shall be maintained effective (including the period referred to in clause (a)) by the number of days during the period from and including the date of the giving of notice pursuant to clause (e) to the date when the issuer shall make available to the Holder a prospectus supplemented or amended to conform with the requirements of clause (e). Section 1.5 Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Holder, its officers, directors, employees, agents, shareholders, partners, legal counsel, and accountants and each Controlling Person of each of the foregoing from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses) caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented thereto) or any preliminary prospectus or blue sky application, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Issuer by the Holder or on such Holder's behalf expressly for use therein; provided that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that the Issuer has provided such prospectus and it was the responsibility of such Holder to provide such person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Issuer also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Controlling Person of such underwriters on substantially the same basis as that of the indemnification of the Holder provided in this Section 1.5. Section 1.6. Indemnification by Holder of Registrable Securities and Underwriters. The Holder agrees to indemnify and hold harmless the Issuer, its officers, directors, employees, agents, shareholders, partners, legal counsel, and accountants and each Controlling Person of the Issuer to the same extent as the foregoing indemnity from the Issuer to the Holder, but only (i) with respect to information furnished in writing by the Holder or on the Holder's behalf, in each case, only with respect to information concerning the Holder, expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 1.5 results from the fact that a current copy of the prospectus (or the prospectus as amended or supplemented) was not sent or given to the person asserting any such loss claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of the Holder to provide such person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Controlling Person of such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 1.6 As a condition to including Registrable Securities in any registration statement filed in accordance with Section 1.2 or 1.3 hereof involving a Public Offering, the Issuer may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. Notwithstanding the provisions of this Section 1.6, the Holder shall not be required to pay any amount under this Section 1.6 in excess of the amount by which the total price at which the Registrable Securities were sold to the public exceeds the amount of any damages which the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Section 1.7. Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 1.5 or 1.6 hereof, such person (an "Indemnified Party") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under these indemnification provisions, except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify, or from any liabilities it may have to any Indemnified Party otherwise than under these indemnification provisions. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any proceeding affected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such preceding. Section 1.8 Contribution. If the indemnification provided for in this Agreement is unavailable to the Indemnified Parties in respect of any losses, claims, damages, liabilities, or expenses referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses (i) as between the Issuer and the Holder of Registrable Securities covered by a registration statement on the one hand and the underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Issuer and such Holder on the one hand and the underwriters on the other from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Issuer and such Holder on the one hand and of the underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations and (ii) as between the Issuer on the one hand and the Holder of Registrable Securities covered by a registration statement on the other, in such proportion as is appropriate to reflect the relative fault of the Issuer and of the Holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and the Holder on the one hand and the underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Issuer and the Holder bear to the total underwriting discounts and commissions received by the underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of the Issuer and the Holder on the one hand and of the underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and the Holder or by the underwriters. The relative fault of the Issuer on the one hand and of the Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Issuer and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 1.8 were determined by pro-rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 1.8, no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holder's obligation to contribute pursuant to this Section 1.8 is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the holders and not joint. Section 1.9. Participation in Public Offering. No person may participate in any Public Offering hereunder unless such person (a) agrees to sell such person's securities on the basis provided in any underwriting arrangement approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably under the terms of such underwriting arrangements and this Agreement. Section 1.10. Other Indemnification. Indemnification similar to that specified herein (with appropriate modifications) shall be given by the Issuer and the Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act. Section 1.11. Rule 144. With a view to making available the benefits of Rule 144 under the Securities Act (or similar rule then in effect) available to the Holder, the Issuer shall: (a) Make and keep available adequate current public information with respect to the Issuer within the meaning of Rule 144(c) under the Securities Act (or similar rule then in effect); (b) Furnish to the Holder forthwith upon request (i) a written statement by the Issuer as to its compliance with the informational requirements of Rule 144(c) (or similar rule then in effect) or (ii) a copy of the most recent annual or quarterly report of the Issuer; and (c) Comply with all other necessary filing and other requirements so as to enable the Holder thereof to sell Registrable Securities under Rule 144 under the Securities Act (or similar rule then in effect). ARTICLE II MISCELLANEOUS Section 2.1. Termination of Agreement. This Agreement shall terminate on the third anniversary after the Registration Date except as to any request for registration pursuant to Section 1.2 hereof from the Holder received by the Issuer on or before such date and as to incidental registration rights pursuant to Section 1.3 hereof with respect to any registration statement filed by the Issuer on or before the such date. Section 2.2. Non-Assignment; Binding Effect. The Holder shall not assign any of its rights under this Agreement without the express written consent of the Issuer; provided, however, that the Holder may assign, without consent, its rights hereunder to Cuddy International Corporation or any wholly-owned subsidiary of Cuddy International Corporation or to a creditor of the Holder to whom the Shares are pledged, mortgaged or otherwise encumbered, all subject to the terms and conditions of a Voting Trust Agreement, regarding the Shares, dated the date hereof. In the event of assignment, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and the Holder's transferees of Registrable Securities who execute and deliver to the Company a counterpart of this Agreement. Section 2.3. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Section 2.4. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be telecopied or delivered against receipt to the party to whom it is to be given at the following address (or such other address as the party shall have furnished in writing in accordance with the provisions of this Section): (a) If to the Issuer: WLR Foods, Inc. P.O. Box 7000 Broadway, VA 22815 Attn: James L. Keeler Fax No.: (703) 896-0498 (b) If to the Holder: c/o Cuddy International Corporation 465 Richmond Street, Suite 600 London, Ontario Canada N6A 5P4 Attn: President Fax No.: (519) 679-9355 Any notice or other communication given by telecopy shall be deemed given on the first business day of the recipient after the date of the telecopy, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. Section 2.5. Counterparts; Governing Law. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to the conflict of laws. Section 2.6. Modifications, Waivers. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument executed by the Issuer and the Holder. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing. Section 2.7. Headings. The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction of interpretation of this Agreement. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day and year first above written. WLR FOODS, INC. By: ________________________________________ Name: Title: CUDDY FARMS, INC. By: __________________________________________ Name: Title: 17897 -----END PRIVACY-ENHANCED MESSAGE-----