Exhibit 99(b)
WLR FOODS DIRECTORS UNANIMOUSLY REJECT TYSON'S OFFER
Business Editors
BROADWAY, Va.--(BUSINESS WIRE)--Feb. 6, 1994--The board of directors of WLR
Foods, Inc (NASDAQ: WLRF) has unanimously rejected an unsolicited proposal
from Tyson Foods Inc. to negotiate the purchase of WLR Foods for $30 per
share.
In a letter to shareholders today, Charles W. Wampler Jr., chairman of the
board of WLR Foods, and James L. Keeler, president and chief executive
officer, stated, "The board believes it is in the best long-term interests of
WLR Foods and its shareholders for the company to remain independent."
An additional letter sent to shareholders today outlined the adoption of
Shareholders Protection Rights Plan. The letter, which was signed by
Chairman Charles W. Wampler Jr., on behalf of the board, was accompanied by a
"Summary of Shareholder Protection Rights Plan."
WLR Foods is a fully integrated provider of high quality turkey and chicken
products primarily under the Wampler-Longacre label and retail ice under the
Cassco label. The company exports to more than 40 countries and has
processing operations in Virginia, West Virginia and Pennsylvania, close to
its major mid-Atlantic markets.
Copies of three letters and the Summary of Shareholder Protection Rights Plan
follow:
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February 6, 1994
Mr Don Tyson Chairman, Board of Directors
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Dear Mr. Tyson and Directors:
The Board of Directors of WLR Foods, Inc., along with management and its
professional advisors, has carefully considered your unsolicited offer to
negotiate the acquisition of WLR Foods, Inc. by Tyson Foods, Inc. We decline
your invitation to discuss your acquisition as we strongly believe it is in
the best long-term interests of WLR Foods, Inc. and its shareholders for our
company to remain independent. Our decision to remain independent is
unanimous.
Not only do we believe that WLR Foods and our shareholders are best served by
the continued independence of the company, we further believe that now would
be the wrong time to sell. We have made significant capital expenditures and
sizeable acquisitions in recent years to strategically position this company
to profit in a more favorable poultry cycle and national economy. A sale at
this time would deprive our shareholders from realizing the benefits of the
confluence of these factors.
Our Board is committed to taking whatever action it deems necessary and
appropriate to protect the interests of WLR Foods, its shareholders and other
constituencies.
Sincerely,
Charles W. Wampler, Jr.
Chairman, Board of Directors
WLR Foods, Inc.
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February 6, 1994
Dear Fellow Shareholders:
As you are aware, the Board of Directors of WLR Foods, Inc. recently received
an unsolicited proposal from Tyson Foods, Inc. to negotiate the purchase of
WLR Foods, Inc. for $30 per share. The Board, after receiving advice from
its management and professional advisors, carefully considered this proposal
and voted unanimously to reject it. The Board believes it is in the best
long-term interests of WLR Foods and its shareholders for the company to
remain independent.
WLR Foods is just now positioned for impressive growth as we enter a strong
economy and a favorable poultry market. Our company has recently completed a
significant investment program in its facilities. We are not interested in
handing over to anyone the harvest of all our work which belongs to our
shareholders and which we are just beginning to see.
One of WLR Foods greatest strengths is its close relations with employees,
producers, customers and suppliers. These relationships have helped build
our company into a major force in the poultry industry and, together with the
recent investments in our facilities, will boost WLR Foods to even greater
prominence in the years ahead. Many of these constituencies already have had
the opportunity to associate with Tyson Foods. They have not done so. They
believe, as we do, that the best corporate citizens are those whose
management lives in, and is part of, the communities where its facilities
are. Our management lives right where most of our facilities are--not in
Arkansas.
Let me assure you that the Board of Directors will take any action it
believes is appropriate and necessary to protect our shareholders. We are
committed to preserving our company's promising future for our entire WLR
Foods family.
Thank you for your many expressions of support over the past several days.
We are very proud of our loyal shareholder base. Your Board appreciates, and
feels the responsibility of, that loyalty. We will continue to act in what
we believe is your best interest. And we will greatly appreciate your
continued support.
Sincerely,
Charles W. Wampler, Jr. James L. Keeler
Chairman, Board of Directors President and Chief
Executive Officer
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February 6, 1994
Dear Fellow Shareholders:
On February 4, 1994, at the time is unanimously rejected an unsolicited
proposal to negotiate the purchase of WLR Foods, Inc. for $30 per share, your
Board of Directors adopted a Shareholder Protection Rights Plan. This letter
briefly describes the Rights Plan and the Board's reasons for adopting it.
The Rights Plan was adopted to give WLR Foods sufficient time to consider
appropriate responses to unsolicited tender offers, as well as to protect
shareholders against attempts to acquire control of the Company by means of
"creeping" accumulation of shares in the open market, a two-tier tender
offer, an offer at less than a full and fair price or other prevalent
takeover tactics which the Board believes are not in your best interests.
More than 1,000 U.S. corporations have considered it prudent, in light of the
takeover environment, to adopt shareholder protection plans similar to the
Rights Plan.
The Rights Plan is not intended to and will not prevent a takeover of the
Company at a full and fair price. However, it may cause substantial dilution
to a person or group that acquires 15% or more of the Company's common stock
unless the Rights are first redeemed by the Board of Directors.
The Rights Plan does not in any way weaken the Company's financial strength
or interfere with its business plans. The issuance of the Rights has no
dilutive effect, will not affect reported earnings per share, is not taxable
to the Company or you and will not change the way in which the Company's
shares are traded.
The Rights should not interfere with any merger or other business combination
that is in the best interests of the Company and its shareholders, since the
Rights generally may be redeemed by the Company at $0.01 per Right in cash
prior to the day after it is announced that a person or group has acquired
15% or more of the Company's common stock.
A summary of the terms of the Rights Plan is attached. The summary is not
complete and is qualified in its entirety by the Rights Agreement, a copy of
which can be obtained free of charge from the Company by contacting Delbert
L. Seitz at P.O. Box 7000, Broadway, Virginia, 22815.
In adopting the Rights Plan, the Board has expressed its confidence in the
Company's future and the Board's determination that you, the shareholders, be
given every opportunity to participate fully in that future.
On behalf of the Board of Directors,
Charles W. Wampler, Jr.
Chairman, Board of Directors
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WLR FOODS, INC. SUMMARY OF SHAREHOLDER PROTECTION RIGHTS PLAN
Distribution and Transfer of Rights; Rights Certificates: The Board has
declared a dividend of one Right for each share of Common Stock outstanding
on February 14, 1994. Prior to the Separation Time referred to below, the
Rights will be evidenced by and trade with the Common Stock and will not be
exercisable. After the Separation Time, the Company will mail Rights
Certificates to shareholders and the Rights will become transferable apart
from the Common Stock.
Separation Time: Rights will separate from the Common Stock and become
exercisable following the earlier of (i) the date of the Flip-in Trigger
referred to below or (ii) the tenth business day (or such later date as the
Board may decide) after any person holding a total of 15% or more of the
Common Stock.
Exercise of Rights: After the Separation Time, each Right will entitle the
holder to purchase, for an exercise Price of $68, Participating Preferred
Stock designed to have economic and voting terms similar to those of one
share of Common Stock.
"Flip-in" Trigger: Upon announcement that any person has acquired 15% or more
of the outstanding Common Stock, the:
(i) Rights owned by the person acquiring such stock (an "Acquiring Person")
or transferees thereof will automatically become void; and
(ii) each other Right will automatically become a right to buy, for the
Exercise Price, that number of shares of Common Stock or Participating
Preferred Stock having a market value of twice the Exercise Price.
Exchange Option: If any person acquires between 15% and 50% of the
outstanding Common Stock, the Board may, in lieu of allowing Rights to be
exercised, require each outstanding Right to be exchanged for one share of
Common Stock or Participating Preferred Stock designed to have economic and
voting terms similar to those of one share of Common Stock.
"Flip-over" Trigger: After an Acquiring Person has become such, the Company
may not consolidate or merge with, or sell 50% or more of its assets or
earning power to, any person (a "Flip-Over Transaction or Event") if at the
time of such merger or sale (or agreement to do any of the foregoing) the
Acquiring Person controls the Board of Directors and, in the case of a
merger, will receive different treatment than all other shareholders unless
proper provision is made so that each Right would thereafter become a right
to buy, for the Exercise Price, that number of shares of common stock or such
other person having a market value of twice the Exercise Price.
Redemption: The Rights may be redeemed by the Board, at any time until a
"Flip--in" Trigger has occurred, at a Redemption Price of $0.01 per Right.
Power to Amend: The Board may amend the Plan in any respect until a "Flip-
in" Trigger has occurred. Thereafter, the Board may amend the Plan in any
respect not materially adverse to Rights holders generally.
Expiration: The Rights will expire no later than ten years from the date of
their issuance.
CONTACT: WLR Foods, Inc.
Gail Price, 703/896-0403
Burson-Marsteller
Robert Grieves, 212/614-4951
Pager: 800-759-8255, PIN #43549
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