-----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, oUV/yqvvL2vE6DMLtNygUEsdZi0Wsfsur0Hvf2t75fT5IdG+ZJtd10mXl1q3R7C1 TF4ZEPqQIbHU6e5/C48LvA== 0000912057-94-002365.txt : 19940725 0000912057-94-002365.hdr.sgml : 19940725 ACCESSION NUMBER: 0000912057-94-002365 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940722 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 94539814 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: TYSON FOODS INC CENTRAL INDEX KEY: 0000100493 STANDARD INDUSTRIAL CLASSIFICATION: 2015 IRS NUMBER: 710225165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2210 W OAKLAWN DR CITY: SPRINGDALE STATE: AR ZIP: 72764 BUSINESS PHONE: 5012904000 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 21 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ SCHEDULE 14D-1 (AMENDMENT NO. 21) AND SCHEDULE 13D (AMENDMENT NO. 22) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ____________________ WLR FOODS, INC. (Name of Subject Company) ____________________ WLR ACQUISITION CORP. (Bidder) ____________________ Common Stock, no par value (Title of Class of Securities) ____________________ 929286 10 2 (CUSIP Number of Class of Securities) ____________________ James B. Blair Tyson Foods, Inc. 2210 West Oaklawn Drive Springdale, Arkansas 72762-6999 Telephone Number (501) 290-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Leslie A. Grandis, Esq. Lawrence Lederman, Esq. McGuire, Woods, Battle & Boothe Michael W. Goroff, Esq. One James Center Milbank, Tweed, Hadley & McCloy 901 East Cary Street 1 Chase Manhattan Plaza Richmond, Virginia 23219 New York, New York 10005 Telephone: (804) 775-4322 Telephone: (212) 530-5000 =============================================================================== CUSIP No. 929286 10 2 14D-1 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TYSON FOODS, INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /x/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC, BK - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 COMMON SHARES - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------- 9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 5.37% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------- CUSIP No. 929286 10 2 14D-1 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS WLR ACQUISITION CORP. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 COMMON SHARES - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------- 9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 5.37% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - ------------------------------------------------------------------------------- CUSIP No. 929286 10 2 14D-1 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TYSON LIMITED PARTNERSHIP - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 COMMON SHARES - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------- 9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 5.37% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - ------------------------------------------------------------------------------- CUSIP No. 929286 10 2 14D-1 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS MR. DON TYSON - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) / / (B) /X/ - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) NOT APPLICABLE - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,063 COMMON SHARES - ------------------------------------------------------------------------------- 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - ------------------------------------------------------------------------------- 9 % OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 5.37% - ------------------------------------------------------------------------------- 10 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------------- This Statement constitutes Amendment No. 21 to the Statement on Schedule 14D-1, dated March 9, 1994, as amended, filed by WLR Acquisition Corp., a Delaware corporation (the "Purchaser"), and a wholly-owned subsidiary of Tyson Foods, Inc., a Delaware corporation ("Tyson"), and Tyson, relating to the offer by the Purchaser to purchase all outstanding shares of Common Stock, no par value (the "Shares"), of WLR Foods, Inc., a Virginia corporation (the "Company"), at a price of $30.00 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 9, 1994 (the "Offer to Purchase") and in the related Letter of Transmittal. This Statement also constitutes Amendment No. 22 to the Statement on Schedule 13D, dated March 4, 1994, as amended, filed by the Purchaser, Tyson, Tyson Limited Partnership and Mr. Don Tyson, relating to their beneficial ownership of Shares. 6 1. Item 5 is hereby amended to add the following: On July 21, 1994, Tyson and the Purchaser notified the Company of their intention to nominate individuals for election to the Board of Directors of the Company at the Company's 1994 Annual Meeting of Shareholders. A copy of such notice and a related press release are filed as exhibits to this Schedule 14D-1 and are incorporated herein by reference. 2. Item 11 is hereby amended to add the following: ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 99.47 -- Notice to WLR Foods, Inc., dated July 21, 1994. 99.48 -- Tyson Foods, Inc. Press Release, dated July 22, 1994. 7 SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. WLR ACQUISITION CORP. By /s/ James B. Blair -------------------------------- Name: James B. Blair Title: President Dated: July 22, 1994 TYSON FOODS, INC. By /s/ Gerald Johnston -------------------------------- Name: Gerald Johnston Title: Executive Vice President, Finance Dated: July 22, 1994 EXHIBIT INDEX Exhibit Page No. - ------ -------- 99.47 -- Notice to WLR Foods, Inc., dated July 21, 1994. 99.48 -- Tyson Foods, Inc. Press Release, dated July 22, 1994. EX-99.47 2 NOTICE TO WLR FOODS Cede & Co. c/o The Depository Trust Company 7 Hanover Square New York, New York 10004 July 21, 1994 Mr. Delbert Seitz Secretary WLR Foods, Inc. P.O. Box 7000 Broadway, Virginia 22815 Re: Notice under Bylaws with respect to the 1994 -------------------------------------------- Annual Meeting of Shareholders of WLR Foods, Inc. ------------------------------------------------- Dear Mr. Seitz: Cede & Co., the nominee of The Depository Trust Company ("DTC"), is a record holder of common stock (the "Common Stock") of WLR Foods, Inc., a Virginia corporation ("WLR" or the "Company"). DTC is informed by its Participant, Stephens Inc. (the "Participant") that on the date hereof, 600,000 of such shares (the "Shares") credited to Participant's DTC account are beneficially owned by WLR Acquisition Corp., a customer of the Participant ("Acquisition Corp." or the "Customer"). The purpose of this letter is to provide written notice to WLR, at the request of the Participant and on behalf of the Customer, pursuant to Article II, Section 4 of the Bylaws of the Company (the "Bylaws"), with respect to the intention of Acquisition Corp. as beneficial owner of the Shares or Cede & Co. as the record owner of the Shares to nominate eight (8) persons (the "Independent Nominees") for election as directors of the Company at the 1994 Annual Meeting of Shareholders of WLR (the "Meeting"). At the request of the Participant, and on behalf of the Customer, Cede & Co. hereby gives notice under the Bylaws with respect to the following nominations of director candidates: Nomination of Director Candidates: - --------------------------------- In accordance with Article II, Section 4 of the Bylaws, notice is hereby given to the Secretary of the Company of the following: 1. The name and address of Acquisition Corp. are as follows: WLR Acquisition Corp. c/o Tyson Foods, Inc. 2210 West Oaklawn Drive Springdale, Arkansas 72764 As of the date hereof, the shares of Common Stock, without par value, beneficially owned by Acquisition Corp. are held in accounts of Acquisition Corp. maintained with Stephens, Inc., which brokerage firm is a Participant in The Depository Trust Company. Accordingly, the name and address of the holder of record of such shares (the "Record Holder"), as it should appear in the Company's books, is as follows: Cede & Co. P.O. Box 20 Bowling Green Station New York, New York 10274 2. Acquisition Corp. is the beneficial owner of 600,000 shares of Common Stock as of the date hereof and intends to be the beneficial owner of Common Stock at all times from the date hereof to the date of the Meeting, and is entitled to vote for the election of directors through the Record Holder. Acquisition Corp. as the beneficial owner of the Shares (or Cede & Co. as the record owner of the Shares) intends to appear in person (or, in the case of Cede & Co, to cause, at the request of Participant, a duly appointed agent of Cede & Co. to appear in person) or by proxy at the Meeting to nominate the Independent Nominees. 3. At the Meeting, Acquisition Corp. as the beneficial owner of the Shares (or Cede & Co. as the record owner of the Shares) intends to propose a resolution (the "Resolution"), to be voted on by the Company's stockholders pursuant to Article 13.1-675(C) of the Virginia Stock Corporation Act, increasing the size of the Board of Directors of the Company (the "Board" or the "Board of Directors") from ten (10) directors to fifteen (15) directors, in accordance with Article II, Section 2, of the Bylaws. 4. Acquisition Corp. as the beneficial owner of the Shares (or Cede & Co. as the record owner of the Shares) intends to nominate the persons listed below as the Independent Nominees. The Independent Nominees have furnished to Acquisition Corp. the following information concerning their principal occupation and certain other matters. The Independent Nominees are citizens of the United States. 2 Name and Business Address Age Employment History - ---------------- --- ------------------ Fred Cameron 60 For the past five years, Mr. Cameron has P.O. Box 265 been self-employed as a private investor National City, CA 91951 and a cattle rancher. Mr. Cameron is the former President of C&M Packing Company of San Diego (a meat packing company). James Clark Irwin 67 From November, 1982 through present, 2401 Johnson Road self-employed owner and operator of a Springdale, AR 72763 poultry and beef farm. Mr. Irwin was the Vice-President of Live Production For Tyson Foods, Inc. for 22 years, and has been a broiler grower for Tyson Foods, Inc. for 33 years. Mr. Irwin serves as a director of the Bank of Fayetteville (Fayetteville, Arkansas). Michael J. Levitt 63 For over twenty years, Mr. Levitt has 1 East Stow Road been the sole owner of Michaels Develop- P.O. Box 994 ment Company, Interstate Realty Manage- Marlton, NJ 08053 ment Co. and Continental Mortgage Corp. (national developers/owners/managers of government subsidized low income rental housing). Hayden McIlroy 55 From March, 1986 through present, Mr. 25 Highland Park Village McIlroy has been President of H.M. Suite 100-341 Investments (a private investment Dallas, TX 75205 company). Mr. McIlroy was previously President and Chief Executive Officer of McIlroy Bank & Trust (Fayetteville, Arkansas). 3 Name and Business Address Age Employment History - ---------------- --- ------------------ Mitchell S. Rosenthal, 59 Dr. Rosenthal founded Phoenix House, one M.D. of the largest private, non-profit sub- 164 West 74th Street stance abuse services agencies in the New York, NY 10023 United States, in 1967, and has served as its chief executive and as President and Chief Executive Officer of Phoenix House Foundation since that time through the present. Dr. Rosenthal has also chaired the New York State Advisory Council on Substance Abuse since 1985, and has been a White House advisor on drug abuse and a special consultant to the Office on National Drug Abuse Policy. P.R. Smith 69 For over twenty years, Mr. Smith has P.O. Box 593 owned and operated family farms and Winder, GA 30680 agribusinesses. From 1973 through 1980, Mr. Smith served as a member of the Board of Regents of the University of Georgia System. From 1977 through 1980 Mr. Smith was an Assistant Secretary of Agriculture of the United States. Mr. Smith is a past Vice President of the Georgia Farm Bureau and a past Chairman of the Georgia Cotton Commission. Mr. Smith is a member of the Board of Trustees and the Treasurer of Christian College of Georgia. 4 Name and Business Address Age Employment History - ---------------- --- ------------------ Gerald A. Welch 59 Mr. Welch has been retired since April, 7355 Hidden Cove 1994. From January, 1988 through Kalamazoo, MI 49009 February, 1992, Mr. Welch served as Senior Vice President, and from February, 1992 through April, 1994, he served as Executive Vice President, of the Pharmaceuticals, Seeds and Animal Health Products Division of the Upjohn Company. Mr. Welch serves as a director of Union Pump Co. (Battle Creek, Michigan), Biggs-Gilmore Advertising (Kalamazoo, Michigan) and Cytrex Corporation (Atlanta, Georgia). Alan L. Wurtzel 60 Since 1994, Mr. Wurtzel has been Vice 2134 R Street, N.W. Chairman of Circuit City Stores, Inc. Washington, DC 20008 (electronics and appliances retailer) and from 1986-1994, he served as Chairman of Circuit City Stores, Inc. Mr. Wurtzel is also a director of Office Depot, Inc. 5. Acquisition Corp. as the beneficial owner of the Shares (or Cede & Co. as the record owner of the Shares) intends to nominate each of Messrs. Levitt, McIlroy and Welch for election to a three-year term as a Class A director of the Company. The remaining Independent Nominees (namely, Messrs. Cameron, Irwin, Rosenthal, Smith and Wurtzel) will be nominated to fill the five (5) vacancies created by the Resolution, if the Resolution is approved by the Company's shareholders. In that event, Acquisition Corp. as the beneficial owner of the Shares (or Cede & Co. as the record owner of the Shares) intends to nominate each of Messrs. Cameron and Irwin to a two-year term as a Class C director of the Company; each of Messrs. Rosenthal and Smith to a one-year term as a Class B director of the Company; and Mr. Wurtzel to a three-year term as a Class A director of the Company; all in accordance with Article THREE, Section One of the Articles of Restatement of the Company (the "Restated Articles"). If elected, each of the Independent Nominees would hold office until the annual meeting of the Company's shareholders at which his term is scheduled to expire and until his successor shall be duly elected and qualified or until his earlier death, resignation or removal. 5 6. Tyson Foods, Inc. ("Tyson") and Acquisition Corp. have entered into agreements with each Nominee (the "Nominee Agreements"), pursuant to which Tyson and Acquisition Corp. have agreed to promptly reimburse the Independent Nominees for all out-of-pocket costs and expenses reasonably incurred by them in connection with their nominations for election as directors of the Company and related matters. The Nominee Agreements further provide that Tyson and Acquisition Corp. will indemnify the Independent Nominees against all claims, liabilities and expenses incurred by the Independent Nominees which arise out of or relate to Tyson's and Acquisition Corp.'s solicitation of proxies in connection with the Meeting, any proposed acquisition of the Company by Tyson and/or Acquisition Corp., the Independent Nominee's nomination for election as a director of the Company, the Independent Nominee's serving as a director of the Company, or any related matter. Pursuant to the Nominee Agreements, Tyson, Acquisition Corp. and each Independent Nominee have acknowledged and agreed that Tyson and Acquisition Corp. intend to nominate such Independent Nominee for election as a director of the Company and to solicit proxies in connection therewith upon the understanding that if such Independent Nominee is elected as a director of the Company, such Independent Nominee will take whatever actions are necessary, appropriate and available to him in his capacity as a director of the Company to (i) cause the Company to redeem the rights (the "Rights") issued pursuant to the Shareholder Protection Rights Agreement, dated as of February 4, 1994, between the Company and First Union National Bank of North Carolina, as Rights Agent, (ii) enter into a definitive merger agreement with Acquisition Corp. (or another affiliate of Tyson) and Tyson providing for the acquisition of the Company by Tyson (the "Proposed Merger"), (iii) cause the provisions of Article 14 of the Virginia Stock Corporation Act ("VSCA") (the "Virginia Affiliated Transactions Law") and Article 14.1 of the VSCA (the "Virginia Control Share Act") to be deemed inapplicable to the Proposed Merger or any shares of common stock of the Company acquired by Tyson or Acquisition Corp. in connection with their efforts to effect the Proposed Merger and (iv) otherwise facilitate the acquisition of the Company by Tyson; all subject, in all events, to the fulfillment of such Independent Nominee's fiduciary duties as a director of the Company under applicable Virginia law. The Nominee Agreements provide that Tyson will pay each Independent Nominee the amount of $12,000 upon the dissemination to shareholders of the Company of a Proxy Statement relating to the nomination of the Independent Nominees for election at the Meeting, and further provide that in the event that such Independent Nominee is required to attend any meetings in connection with his nomination prior to his election as a director of the Company (including the Meeting), or to attend any hearings, depositions or the like in connection with his nomination or service as a director, Tyson will pay such Independent Nominee $1,000 per day plus his expenses incurred in connection with his attendance at such meeting, hearing or deposition. 6 The foregoing description of the Nominee Agreements is qualified in its entirety by reference to the Form of Nominee Agreement attached hereto as Exhibit A. Except as described above, there are no other arrangements between Acquisition Corp. and the Independent Nominees or between Acquisition Corp. and any other person pursuant to which Acquisition Corp. makes or will make such nomination. 7. Each of the Independent Nominees has consented to serve as a director of the Company if so elected. Copies of the consents of the Independent Nominees are enclosed herewith. Please direct any questions regarding this notice to John T. O'Connor, Esq. of Milbank, Tweed, Hadley & McCloy, One Chase Manhattan Plaza, New York, NY 10005, (212) 530-5548. While Cede & Co. is furnishing the notice stated herein as the stockholder of record of the Shares, it does so at the request of Participant and only as a nominal party for the true party in interest, the Customer. Cede & Co. has no interest in this matter other than to take those steps which are necessary to ensure that the Customer is not denied its rights as the beneficial owner of the Shares, and Cede & Co. assumes no further responsibility in this matter. Very truly yours, Cede & Co. By: ------------------------------ Kenneth M. Scholl, partner 7 STATE OF NEW YORK ) ) SS. COUNTY OF NEW YORK ) Kenneth M. Scholl, partner, having been first duly sworn according to law, deposes and says that he is a partner of Cede & Co., that he is authorized to execute the foregoing notice and to make the designations, authorizations and representations contained therein, and that the facts and statements contained in the foregoing notice are true and correct. Cede & Co. By: -------------------------------- Kenneth M. Scholl, partner SWORN TO AND SUBSCRIBED before me this 21st day of July, 1994 - --------------------------------- Notary Public SUE ANN VAJDA Notary Public, State of New York No. 41-4822492 Qualified in Queens County Commission Expires December 31, 1994 EX-99.48 3 PRESS RELEASE [Tyson Letterhead] NEWS RELEASE ------------ TYSON NOMINATES EIGHT CANDIDATES FOR WLR BOARD SEEKS TO INCREASE BOARD SIZE FROM 10 TO 15 SEATS SPRINGDALE, ARKANSAS (JULY 22, 1994) - Tyson Foods, Inc. (NASDAQ:TYSNA) announced today that it has delivered a notice to WLR Foods, Inc. (NASDAQ: WLRF), in accordance with WLR's By-Laws, stating its intention to nominate a slate of eight candidates for election to WLR's Board of Directors at WLR's Annual Meeting which Tyson expects to be held in late October. Tyson will also submit a resolution at the Annual Meeting to increase the size of WLR's Board from 10 seats to 15 seats. If elected, Tyson's eight nominees would constitute a majority of the WLR Board. Tyson will nominate its candidates with the understanding that, within the scope of their fiduciary responsibilities to all WLR shareholders, the nominees will, if elected, cause WLR to redeem its "poison pill" shareholder rights plan, enter into a definitive merger agreement with Tyson, and cause the provisions of the Virginia Affiliated Transactions Act and the Virginia Control Share Act to be deemed inapplicable to the proposed Tyson-WLR merger. Tyson's nominees are: Gerald A. Welch, the retired Executive Vice President of the Pharmaceuticals, Seeds and Animal Health Division of The Upjohn Company; Hayden McIlroy, the President of H.M. Investments in Dallas and former President of McIlroy Bank and Trust of Fayetteville, Arkansas; Michael J. Levitt, the owner of Michaels Development Company, a real estate development firm; James Clark Irwin, a self-employed poultry and beef farmer; P.R. Smith, the owner/operator of a number of agribusinesses; Fred Cameron, a self-employed cattle rancher and private investor; Dr. Mitchell S. Rosenthal, founder, Chairman and President of the Phoenix House Foundation, a private, non-profit substance abuse services agency; and Alan L. Wurtzel, the Vice Chairman of Circuit City Stores, Inc. Messrs. Welch, McIlroy and Levitt will stand for election in opposition to management's candidates for the three seats up for reelection at the Annual Meeting. The remaining five candidates will be nominated to fill the five vacancies that would be created if the resolution to increase the size of the Board is approved by WLR shareholders. Tyson beneficially owns 600,063 common shares of WLR, representing approximately 5.4% of the Company. For further information, contact Tyson's Director of Media, Public and Governmental Affairs, Archie Schaffer, III at (501) 290-7232 or Stanley J. Kay, of MacKenzie Partners, Inc. at (212) 929-5940. -30- [Feeding you like family logo] -----END PRIVACY-ENHANCED MESSAGE-----