-----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, Jj16ByjJMM3BgjohsIXGZszPivikNNmE72C/xOEM1ErWnvsKu8Jtqz5VhbSMgCLn Jy/ExH2NvFO3yK41087Omw== 0000897446-94-000063.txt : 19941103 0000897446-94-000063.hdr.sgml : 19941103 ACCESSION NUMBER: 0000897446-94-000063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941101 SROS: NONE 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: 94557136 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* WLR FOODS, INC. (Name of Issuer) COMMON STOCK NO PAR VALUE (Title of Class of Securities) 929286 10 2 (CUSIP NUMBER) Cuddy International Corporation 465 Richmond Street Suite 600 London, Ontario N6A 5PA Canada Attn: Brian A. Cram Tel No.: (519) 679-3971 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 26, 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. Check the following box if a fee is being paid with the statement. CUSIP No. 929286 10 2 13D 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) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 0WNED BY 8 SHARED VOTING POWER EACH 1,183,339 shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 1,183,339 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,183,339 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) 9.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 929286 10 2 13D 1 NAME OF REPORTING 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) 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) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 0WNED BY 8 SHARED VOTING POWER EACH 1,183,340 shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 1,183,340 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,183,340 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) 9.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 929286 10 2 13D 1 NAME OF REPORTING 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) 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) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canadian NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 0WNED BY 8 SHARED VOTING POWER EACH 1,183,340 shares REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 0 10 SHARED DISPOSITIVE POWER 1,183,340 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,183,340 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) 9.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 5 of Schedule 13D dated July 27, 1994 is hereby amended to include the following: Item 5. Interest in Securities of the Company. (a) On August 29, 1994, the Closing of the transactions contemplated by the Asset Purchase Agreement occurred, and 1,183,333 Shares were issued by the Company to the Voting Trustee for the benefit of Cuddy under the Voting Trust Agreement. An additional 165,000 Shares could have been issued for the benefit of Cuddy under the Asset Purchase Agreement in connection with certain post-closing adjustments. On October 26, 1994, Cuddy, Cuddy International, the Company and Wampler- Longacre reached agreement on the post-closing adjustments and, as a result, the additional 165,000 Shares will not be issued and the cash portion of the purchase price was reduced by approximately $6.3 million. The Reporting Persons currently beneficially own the following numbers of Shares: Cuddy - 1,183,339 Shares; Cuddy International - 1,183,340 Shares; and A.M. Cuddy - 1,183,340 Shares, representing approximately 9.7% of the Shares of the Company outstanding. Each of the Reporting Persons shares the power to vote and to dispose of the Shares beneficially owned by him or it. Pursuant to the Asset Purchase Agreement, Peter A. W. Green, President and Chief Executive Officer of Cuddy International, has been elected a director of the Company. 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 of the 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) Except as set forth in this Item 5(a) 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 of the persons listed in Schedule I hereto since August 31, 1994. (d) Inapplicable. (e) Inapplicable. 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: October 28, 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 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: October 28, 1994 CUDDY FARMS, INC. By: A.M. Cuddy, Chairman CUDDY INTERNATIONAL CORPORATION By: A.M. Cuddy, Chairman A.M. CUDDY A.M. Cuddy -----END PRIVACY-ENHANCED MESSAGE-----