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

DATE: TUESDAY, March 15, 1994                   TAG: 9403150190
SECTION: BUSINESS                    PAGE: B-8   EDITION: METRO 
SOURCE: By MAG POFF STAFF WRITER
DATELINE:                                 LENGTH: Medium

BOARD OPPOSES WLR BID

Tyson last week began a hostile offer for WLR through a Tyson subsidiary, WLR Acquisition Corp.

The stock market responded Monday by bidding up WLR Foods shares by a full point to $31.675, higher than the amount of the tender offer. It had already been slightly higher than the $30 tender offer.

Kenneth Gassman, who follows WLR Foods for Davenport & Co., a Richmond securities broker, said the market "obviously thinks Tyson will sweeten the offer."

Gassman said his reading of the WLR Foods letter to shareholders gave him the sense that the board was not adamantly opposed to a tender offer but was adamantly opposed to a tender offer at $30 a share. He called it "a subtle difference, a shading."

"We shall see," Gassman said.

There is no way to determine how many stockholders might accept the offer, because any stock changing hands is registered many weeks after the event is closed, he said.

The 10 members of the board sent the letter to WLR Foods shareholders urging them not to sell any of their shares to Tyson. WLR Foods, which is based in Rockingham County, is owned by the producers of the turkeys it processes and by some institutional stockholders.

The letter called the tender offer "inadequate and not in the best interests of WLR Foods and its shareholders."

The company said the tender offer "seeks to deny you the true long-term value of your stock. ... Tyson's hostile tender offer is nothing more than an attempt to profit from the undervalued assets of your company at your expense ..."

In all-capital letters, the directors' statement said that "Tyson timed its offer to seize WLR Foods before the market fully reflects the benefits of all we've done to increase shareholder value.'

Marshall Hopkins, who follows the industry for Wheat First Securities in Richmond, said she could no longer comment on the situation because WLR Foods has hired the brokerage to assist in its fight with Tyson.

Tyson, based in Springdale, Ark., is the largest U.S. chicken processor and owns units that process pork and seafood. The company reported sales of $4.7 billion for its 1993 fiscal year.

WLR, based at Broadway, is one of the nation's major processors of turkey as well as chicken. It reported sales of $618 million.