ROANOKE TIMES

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

DATE: FRIDAY, May 20, 1994                   TAG: 9405200046
SECTION: BUSINESS                    PAGE: A13   EDITION: METRO 
SOURCE: Associated Press
DATELINE: BROADWAY, VA.                                LENGTH: Short


MEETING WITH TYSON REJECTED

WLR Foods President James L. Keeler told Tyson Foods Chairman Don Tyson that he has no interest in meeting today, the day before WLR stockholders vote on Tyson's $329 million hostile takeover offer.

Keeler said Tyson's offer - $30 per share for the nation's third-largest turkey producer and 14th-largest chicken producer - is too low.

``After all these months you haven't offered anything new to our shareholders and yet you still want to meet and obtain more information about WLR Foods,'' Keeler wrote Tyson on Thursday.

On Tuesday, Tyson accused WLR of planning a leveraged buyout of its own stock.

``It is ... clear to us that WLR will need to incur a very significant amount of debt in order to undertake a buyout program that has any real impact on WLR's stock price,'' Tyson wrote to WLR directors.

Keeler said the only option WLR is considering is buying stock if Tyson, the nation's largest poultry producer, drops its tender offer.

Other options include growth and acquisitions of its own, Keeler said in a letter to shareholders last week.

Since January, when the Springdale, Ark., company offered to buy WLR for about $330 million, WLR's share price has gone up from $19 to around $31.

Tyson has acquired about 5 percent of WLR stock and its offer to buy more stock has found so few takers that it has been extended until June 3.

Tyson told shareholders that if they vote down the offer Saturday, he'll sell his 600,000 WLR shares and drop the takeover effort. WLR spokeswoman Gail Price said voting results will be announced Monday.



 by CNB