
                         Roanoke Times
                 Copyright (c) 1995, Landmark Communications, Inc.

DATE: SATURDAY, June 4, 1994                   TAG: 9406060159
SECTION: BUSINESS                    PAGE: A-4   EDITION: METRO 
SOURCE: By LON WAGNER STAFF WRITER
DATELINE:                                 LENGTH: Medium

INSPECTOR CERTIFIES WLR VOTE

On the day Tyson Foods Inc.'s tender offer for WLR Foods Inc.'s stock was supposed to expire, WLR released the final outcome of a mid-May proxy vote that would deny Tyson voting rights for stock it has acquired.

Tyson, contending it has acquired 30.2 percent of WLR's outstanding shares, extended its tender offer until July 29 but did not change its $30 per share price.

WLR said late Friday an independent elections inspector determined that shareholders with 54.5 percent of WLR's outstanding stock voted with WLR. Under Virginia's tough anti-takeover law, that means Tyson won't be able to vote the WLR shares it has acquired in its effort to assume control of the Rockingham County chicken and turkey processor.

The elections inspector reported that shareholders with 28.9 percent of WLR's outstanding common stock agreed to give Tyson voting rights.

WLR said the final results from the May 21 proxy vote should end Arkansas-based Tyson's hostile takeover bid.

"WLR shareholders have sent Don Tyson a message - and that message is: 'No,''' WLR President James Keeler said. "Don Tyson should now honor his often repeated promise to go away if he loses the vote, and we look forward to the immediate termination of his inadequate tender offer."

Tyson offered Jan. 24 to pay about $330 million for WLR, the nation's eighth-largest poultry processor. When WLR's board of directors rejected Tyson's offer, it went over their heads to the company's shareholders. Tyson's tender offer began in early March, and the deadline already has been extended once.

In a separate move, Tyson is challenging the Virginia Control Share Act in federal District Court. Tyson argues that certain WLR board members, who resigned their paid positions with the company in order to be able to vote as "disinterested" shareholders, should not be able to vote in a proxy election.

Those shareholders, Board Chairman Charles Wampler Jr. and several others, own an estimated 15 percent of WLR's outstanding shares. Tyson says as much as 20 percent of WLR's outstanding stock could be controlled by "interested" shareholders who would block its bid for the company.

After WLR released its statement Friday, Tyson said it would extending its tender offer for eight weeks to allow time for current and upcoming litigation to be resolved.

Tyson said at the close of business Friday it had been tendered 2.7 million WLR shares. Together with 600,000 shares already owned by Tyson, it claimed to represent nearly a third of WLR's 10.9 million outstanding shares.

by CNB