Roanoke Times
Copyright (c) 1995, Landmark Communications, Inc.
DATE: FRIDAY, May 27, 1994 TAG: 9405270107
SECTION: BUSINESS PAGE: A7 EDITION: METRO
SOURCE: DAVID REED ASSOCIATED PRESS
DATELINE: CHARLOTTESVILLE LENGTH: Medium
``We didn't get a fair vote,'' James Blair, vice president of the nation's largest poultry producer, told U.S. District Judge James Michael.
Tyson of Springdale, Ark., wants to buy WLR for about $330 million. It contends that the votes of 1.8 million shares were improperly cast by WLR board members and others closely involved with the management of the Rockingham County-based company. (WLR operates a unit of its Casco Ice & Cold Storage division in Salem).
Tyson's attorney, Thomas Ferrell, argued that WLR board members kept recent purchasers of their stock from voting their 500,000 shares by setting the voting eligibility date with no advance notice.
And Ferrell said WLR tainted the results by telling shareholders before Saturday's election that it had more than enough votes to win.
``Some would vote for us only if we had a chance to win,'' Blair said.
WLR attorney Douglas Guynn said that even if all of the contested votes went to Tyson, WLR still would have the majority needed to reject the $30 a share offer.
"What's the big deal?'' Guynn said, ``They've lost anyway.''
But Blair said it's "highly probable'' that Tyson will sweeten the deal to get more votes from poultry growers, who own 20 percent of WLR's stock and hold the swing vote on the proxy offer.
Blair said Tyson has no intention of raising the $30-per-share offer. But he expects the Arkansas company will amend the deal to allow a stock swap: WLR shareholders can get Tyson stock rather than cash for their shares so they could avoid paying a big capital gains tax.
Many of the growers paid little or nothing for their stock when the Rockingham County Poultry Cooperative joined up with Wampler Longacre in 1988 to form WLR.
``If we do that [the stock swap offer], we have to go back and ask for another election,'' Blair told the judge.
Attorneys said they expect Michael will study the case for several weeks before ruling.
Independent examiners said the preliminary count from Saturday's vote was WLR 4,575,774 and Tyson 3,152,834.
Tyson was trying to persuade WLR shareholders to give Tyson Foods voting rights on WLR shares it already owns. Tyson Foods owns 600,000 shares, or about 5 percent, of WLR.
by CNB