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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): August 28, 1997


                                   WSMP, Inc. 
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               (Exact Name of Registrant as Specified in Charter)



         North Carolina             0-7277               33-0213512
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  (State or Other Jurisdiction    (Commission          (I.R.S. Employer
       of Incorporation)          File Number)        Identification No.)


      1 WSMP Drive, P.O. Box 399, Claremont, NC                28610
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      (Address of Principal Executive Offices)              (Zip Code)




                                 (704) 459-7626 
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                         Registrant's telephone number,
                               including area code
 

                                       N/A                    
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         (Former Name or Former Address, if Changed Since Last Report)


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Item 5.  Other Events

         The securities being registered are Preferred Stock Purchase Rights
(the "Rights"). On August 28, 1997 (the "Rights Dividend Declaration Date"), the
Board of Directors of WSMP, Inc. (the "Company") declared a dividend
distribution of one Right (a "Right") for each outstanding share of Common Stock
of the Company (the "Common Stock") to shareholders of record at the close of
business on September 10, 1997 (the "Record Date"). At August 15, 1997, there
were 3,259,949 shares of Common Stock issued and outstanding and 6,740,051
shares of Common Stock authorized but unissued. No shares of Preferred Stock of
any series were authorized for issuance or issued.

         Under certain circumstances, each Right entitles the record holder to
purchase from the Company one one-hundredth of a share of Junior Participating
Preferred Stock, Series A, of the Company (the "Series A Preferred Stock") or,
in certain circumstances, either Common Stock or common stock of an acquiring
company at one-half of its market price. The Rights are designed to make it more
likely that all of the Company's shareholders receive fair and equal treatment
in the event of any proposed takeover of the Company and to guard against the
use of coercive tactics to gain control of the Company. The Rights also provide
protection against a controlling shareholder taking advantage of its position by
engaging in transactions for its benefit and to shareholders' detriment. The
description and terms of the Rights are set forth in a Rights Agreement dated as
of September 2, 1997 (the "Rights Agreement") between the Company and American
Stock Transfer & Trust Company, Rights Agent (the "Rights Agent").

Exercise Price

         When exercisable, except as set forth below, each Right entitles the
record holder to purchase from the Company one one-hundredth of a share of
Series A Preferred Stock at a price of $30.00 (the "Purchase Price"), subject to
adjustment in certain circumstances.

Transfer and Detachment

         Initially, the Rights will not be exercisable, certificates
representing the Rights will not be sent to shareholders, and the Rights will
trade automatically with the Common Stock. The Rights will separate from the
Common Stock and certificates representing the Rights will be distributed upon
the earlier of (i) ten business days following the date (the "Stock Acquisition
Date") of a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding Common Stock
and (ii) ten business days following the commencement or first public
announcement of an intention to make a tender or exchange offer that, if
successful, would cause the bidder to own 15% or more of the outstanding Common
Stock (the earlier of such dates being called the "Distribution Date"). The
Company expects that the Rights will begin to trade independently at that time.
At no time, however, will the Rights have any voting power. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with the Common Stock, (ii)
new Common Stock certificates issued after the Record Date, upon transfer or new
issuance of the Common Stock, will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any of the
Common Stock certificates will also constitute


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the transfer of the Rights associated with the shares of Common Stock
represented by such certificates.

Exercisability

         The Rights are not exercisable until the Distribution Date. The Rights
will expire on September 10, 2007 (the "Final Expiration Date"), unless earlier
redeemed by the Company as described below.

Right to Acquire Stock at Half Price

         In the event (a "Section 11(a)(ii) Event") that any person becomes an
Acquiring Person at any time after the Rights Dividend Declaration Date
(otherwise than pursuant to a tender offer or exchange offer for all outstanding
shares of Common Stock at a price and on terms that are determined to be fair
and in the best interests of the Company and its stockholders by a majority of
the members of the Board of Directors of the Company who are not Acquiring
Persons or representatives or nominees of or affiliated or associated with an
Acquiring Person), after the Distribution Date each holder of a Right will have
the right to receive, upon exercise, shares of Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a value
equal to two times the Purchase Price then in effect. For example, if at the
time of a Section 11(a)(ii) Event the Common Stock has a per share value of
$20.00, then the holder of each Right (other than the Acquiring Person) would be
entitled to receive eight shares of Common Stock for $80.00 (i.e., at a 50%
discount). All Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void.

         In the event (a "Section 13 Event") that, following the Stock
Acquisition Date, the Company is acquired in a merger or other business
combination transaction or 50% or more of the Company's assets, cash flow or
earning power is sold or transferred, then, except as otherwise provided in the
Rights Agreement, each holder of a Right (except Rights that have been voided)
shall thereafter have the right to receive, upon exercise, the common stock (or
other capital stock) of the acquiring company having a value equal to two times
the Purchase Price then in effect.

Adjustments

         The Purchase Price payable, and the number of shares of Series A
Preferred Stock (or other securities or property) issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination, consolidation
or reclassification of, the Series A Preferred Stock, (ii) upon the grant to
holders of the Series A Preferred Stock of certain rights or warrants to
subscribe for Series A Preferred Stock or convertible securities at less than
the current market price of the Series A Preferred Stock or (iii) upon the
distribution to holders of the Series A Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular periodic cash dividends and
dividends payable in Series A Preferred Stock) or subscription rights or
warrants (other than those referred to above). The number of Rights and number
of shares of Series A Preferred Stock issuable upon the exercise of each Right
are also subject to adjustment in the event of a stock split, combination or
stock dividend on the Common Stock.


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         With certain exceptions, no adjustment in the Purchase Price will be
required until the time at which cumulative adjustments require an adjustment of
at least one percent of the Purchase Price. No fractional shares of Series A
Preferred Stock will be issued (other than fractions that are integral multiples
of one one-hundredth of a share of Series A Preferred Stock, which may, upon the
election of the Company, be evidenced by depositary receipts). In lieu thereof,
an adjustment in cash will be made based on the market price of the Series A
Preferred Stock on the last trading date next preceding the date of exercise.

Redemption

         At any time prior to the earliest to occur of the Stock Acquisition
Date, the Distribution Date and the Final Expiration Date, the Company may, at
its option, by resolution of its Board of Directors, redeem all but not less
than all of the Rights at a redemption price of $.001 per Right, subject to
adjustment (the "Redemption Price"). Immediately upon the action of the Board of
Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

Series A Preferred Stock

         Each share of Series A Preferred Stock purchasable upon exercise of the
Rights will be entitled to receive a dividend equal to 100 times the dividend
declared per share of Common Stock. In the event of liquidation, the holders of
the shares of Series A Preferred Stock will be entitled to receive a liquidation
payment equal to the greater of $100 per share and 100 times the liquidation
payment per share of Common Stock. Each share of Series A Preferred Stock will
have one hundred votes. The shares of Series A Preferred Stock will vote
together as one class with the shares of Common Stock. In the event of any
consolidation, merger, combination or other transaction in which shares of
Common Stock are exchanged, each share of Series A Preferred Stock will be
entitled to receive 100 times the amount and type of consideration received per
share of Common Stock.

Shareholder Rights; Tax Matters

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income if the Rights become exercisable for
Common Stock (or other consideration) of the Company or for common stock of an
acquiring company as set forth above.

Amendments

         Prior to the first to occur of the Stock Acquisition Date and the
Distribution Date, and subject to the last sentence of this paragraph, the
Company may, by resolution of its Board of Directors, amend any provision of the
Rights Agreement in any respect whatsoever without the approval of any Common
Stock holders. From and after the first to occur of the Stock Acquisition Date
and the Distribution Date, and subject to the last sentence of this paragraph,
the Company may, by resolution of its Board of Directors (which resolution shall
be effective only with the concurrence of a majority of the Continuing Directors
and only if the Continuing


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Directors constitute a majority of the number of directors then in office),
amend the Rights Agreement without the approval of any holders of Rights in
order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained therein that may be defective or inconsistent with any other
provisions therein, (iii) to shorten or lengthen any time period provided for
therein or (iv) to supplement or amend any other provisions of the Rights
Agreement in any manner that the Company may deem necessary or desirable and
that shall not adversely affect the interests of the holders of Rights (other
than an Acquiring Person or an affiliate or associate of an Acquiring Person);
provided, however, that the Rights Agreement may not be amended to lengthen,
pursuant to clause (iii), (A) a time period relating to when the Rights may be
redeemed or to modify the ability (or inability) of the Board of Directors of
the Company to redeem the Rights, in either case at such time as the Rights are
not then redeemable, or (b) any other time period provided for herein unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of or the benefits to the holders of the Rights (other than an Acquiring
Person or an affiliate or associate of any such Person). Notwithstanding
anything in the Rights Agreement to the contrary, no amendment shall be made on
or after the first to occur of the Stock Acquisition Date and the Distribution
Date that changes the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of one-hundredths of a share of Preferred Stock for which a
Right is then exercisable.

         The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board at the date of the Rights
Agreement and any person who is subsequently elected to the Board if such person
is recommended or elected by a majority of the Continuing Directors, but shall
not include an Acquiring Person, or an affiliate or associate of an Acquiring
Person, or any representative of any such person.
 
         The Rights Agreement between the Company and American Stock Transfer &
Trust Company specifying the terms of the Rights, and the press release
announcing the declaration of the Rights, are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description of the Rights
and of the Series A Preferred Stock is qualified by reference to such exhibits.

Item 7.  Exhibits.

         99.1     Rights Agreement dated as of September 2, 1997 between WSMP,
                  Inc. and American Stock Transfer & Trust Company, Rights
                  Agent.

         99.2     Press release dated August 29, 1997.



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                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  September 5, 1997                           WSMP, INC.



                                                   By: /s/ Richard F. Howard  
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                                                       Name: Richard F. Howard
                                                       Title: Chairman


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