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

DATE: FRIDAY, April 8, 1994                   TAG: 9404080217
SECTION: BUSINESS                    PAGE: A-7   EDITION: METRO 
SOURCE: By LON WAGNER STAFF WRITER
DATELINE:                                 LENGTH: Medium

TYSON EXTENDS ITS OFFER WLR FACES 2-MONTH WAIT

Tyson Foods Inc.'s attempted hostile takeover of Rockingham County's WLR Foods Co. apparently is not going as well as the Springdale, Ark., company expected. Thursday, on the eve of the offer's expiration, Tyson extended it until June 3.

"I'd say their lengthy extension of the tender offer and the small number of shares confirm the complete lack of support of WLR shareholders," WLR President Jim Keeler said. "I'm told that is real strong support."

Tyson apparently had little choice but to extend its tender offer if it wanted to continue its pursuit of WLR. The poultry processor had acquired 732,765 shares of WLR stock as of Thursday, according to information Tyson released.

Even adding those shares to the 600,063 shares Tyson owned before it initiated the takeover, Tyson controls just 12 percent of WLR's stock. WLR had about 11 million shares outstanding when Tyson initiated the takeover.

Tyson's $30 per share offer was scheduled to expire today. The company said the extra time would give it time to fight WLR in court over some so-called "poison pill" tactics the Rockingham County company has attempted.

WLR's board of directors adopted a takeover protection plan Feb. 6 after it rejected Tyson's initial unsolicited offer to buy the company. Under the plan, Tyson either would have to keep 600 WLR employees on the payroll or give them severance pay. Keeler was guaranteed $1.8 million if Tyson took over the company and fired him.

Tyson is challenging those maneuvers in U.S. District Court in Harrisonburg. Tyson's challenge is scheduled to be heard in late May, along with its claim that Virginia's anti-takeover law is unconstitutional.

Tyson said it extended its tender offer to allow the court issues to be resolved. Keeler said WLR knows it will be a long two months of waiting until Tyson's offer expires.

"They're hanging around," he said. "They haven't gone away."

by CNB