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

DATE: MONDAY, February 7, 1994                   TAG: 9402070040
SECTION: VIRGINIA                    PAGE: C-4   EDITION: METRO 
SOURCE: Associated Press
DATELINE: BROADWAY                                LENGTH: Medium

WLR BOARD SAYS NO TO BUYOUT BY TYSON

Turkey and chicken processor WLR Foods Inc. said Sunday its board of directors had rejected an unsolicited $329 million takeover offer from industry leader Tyson Foods Inc.

Tyson, the nation's biggest poultry, fish and meat processor, offered $30 per share for WLR Foods on Jan. 24. The bid sent WLR's stock up nearly 50 percent, but the company said at the time that it was not for sale.

In a letter to shareholders Sunday, board chairman Charles Wampler Jr. and company president and CEO James Keeler said, "It is in the best long-term interests of WLR Foods and its shareholders for the company to remain independent."

"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," the letter said.

Wampler also sent a letter refusing to discuss the bid to Tyson chairman Don Tyson.

Tyson officials did not immediately return telephone calls seeking comment.

WLR Foods said its directors unanimously rejected the offer and adopted a shareholder protection plan Friday. Wampler said the plan would give the company time to consider tender offers and protect it from unfair takeovers.

WLR Foods is the nation's eighth-largest poultry company. It sells poultry products in the mid-Atlantic market under the Wampler-Longacre label and also produces retail ice under the Cassco label. WLR Foods has processing operations in Virginia, West Virginia and Pennsylvania.

For the fiscal year ended July 3, WLR Foods reported sales of $616.7 million, up from $514.5 million in fiscal 1992. On the Nasdaq stock market, its shares closed Friday at $28.25, down $1 from its recent high of $29.25. The company's stock jumped from $19 per share before the Tyson bid.

After the offer was announced, Keeler immediately rejected it. Tyson, based in Springdale, Ark., said at the time it would not engage in a bidding war and did not plan to raise its offer.

Tyson, which reported 1993 sales of $4.7 billion, is no stranger to takeover fights. In 1989, it acquired Holly Farms Inc. for $1.29 billion after a lengthy bidding war with ConAgra Inc.

Tyson has been expanding. Last month, the company said it would build four poultry production and processing plants in the next two years.

by CNB