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

DATE: FRIDAY, April 22, 1994                   TAG: 9404220184
SECTION: BUSINESS                    PAGE: A7   EDITION: METRO 
SOURCE: LON WAGNER STAFF WRITER
DATELINE:                                 LENGTH: Medium

WLR PLANS MEETING

WLR Foods Inc. on Thursday granted Arkansas-based Tyson Foods Inc.'s request for a special shareholders' meeting, then issued a stern letter to Tyson's chairman saying he had unfairly attacked the "integrity and good intentions" of the people who built the Rockingham County poultry company.

WLR scheduled the shareholders meeting for 1 p.m. May 21 at Turner Ashby High School in Bridgewater. At that meeting, shareholders will vote on whether to grant Tyson voting rights for the shares it has acquired in its hostile takeover attempt of WLR. Under the Virginia Control Share Acquisition Act - a state law intended to make hostile takeovers of Virginia companies difficult - WLR shareholders have to grant Tyson the voting rights for the shares it has bought in its $30-per-share tender offer.

WLR President James Keeler sent a letter to Tyson Chairman Don Tyson on Thursday flatly telling Tyson he considered $30 a share a "wholly inadequate" offer. Keeler said he refused to meet with Tyson more than once when it became clear Tyson's $30-per-share offer was the best the Arkansas company intended to make.

"I refused to continue to meet only when you steadfastly insisted that $30 was the highest price you would offer and your approach became threatening instead of friendly," Keeler said in the letter to Tyson.

Keeler said if Tyson changes his mind and makes a better offer, WLR's board would listen.

"You want to negotiate," Keeler wrote. "We have no interest in spending time and money negotiating with you based on your wholly inadequate offer. ... My message is simple: If you have a proposal to make, make it."

Tyson's offer, estimated as worth $329 million, expires on June3.

by CNB