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

DATE: THURSDAY, June 23, 1994                   TAG: 9407210013
SECTION: BUSINESS                    PAGE: B8   EDITION: METRO 
SOURCE: Associated Press
DATELINE: HARRISONBURG                                 LENGTH: Short

FEDERAL JUDGE REJECTS TYSON'S CLAIM

A federal judge on Wednesday released a ruling that rejects Tyson Foods Inc.'s legal challenge of shareholder voting rights linked to a takeover bid of WLR Foods Inc.

The decision of U.S. District Judge James Michael, dated Tuesday, was made public late Wednesday. It involves a dispute over who was eligible to vote at a special shareholder meeting WLR Foods held last month.

WLR Foods shareholders voted May 21 to reject Tyson Foods' request to be granted voting rights for shares of WLR Foods stock the company acquired in its hostile takeover attempt. Tyson owned 600,000 shares, or about 5 percent of WLR stock.

Tyson Foods charged that the votes of four WLR directors should not be counted, claiming their shares were ``interested'' under Virginia law.

But Michael said the directors - George Bryan, Herman Mason, Charles Wampler and Bill Wampler - could vote their shares.

``Clearly, given the results ... Tyson will suffer little, if any, harm if its motion for a preliminary injunction is denied,'' Michael said. ``The vote simply would not have come out differently.''

James Keeler, president and chief executive officer of WLR Foods, said the company was pleased with the decision.

``Tyson can no longer hide behind issues of fairness regarding the special meeting,'' Keeler said. ``It's time for Tyson to honor its commitment to WLR Foods shareholders to terminate its inadequate offer."

Tyson Foods, the nation's largest poultry processor, has pursued a takeover bid since January, when it first offered WLR Foods $330 million, or $30 a share. At that time, WLR stock was selling for $19 a share.

by CNB