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

DATE: SATURDAY, September 23, 1995                   TAG: 9509250029
SECTION: VIRGINIA                    PAGE: C2   EDITION: METRO 
SOURCE: ASSOCIATED PRESS
DATELINE: RICHMOND                                 LENGTH: Short

WLR TACTICS ON TAKEOVER RULED FAIR

A federal appeals court on Friday upheld tactics used by Virginia-based poultry producer WLR Foods Inc. to block a takeover by Tyson Foods Inc.

Tyson had said it would renew its takeover bid if the 4th U.S. Circuit Court of Appeals reversed a lower court ruling in favor of WLR. But a three-judge panel of the court agreed with the lower court that WLR used ``valid legal means'' to halt the takeover.

In 1994, WLR's board of directors voted down Tyson's merger offer and amended its bylaws to protect against a possible takeover attempt.

Tyson, a poultry producer with its main office in Arkansas, argued that Virginia law favoring targeted companies violates federal law governing takeover bids.

But the appeals panel said the federal Williams Act, which requires that shareholders be given data to make an informed decision, does not conflict with state statutes.

``The fact that Congress, when it enacted the Williams Act, did not intend to create an advantage for target management in the takeover situation, does not necessarily mean that Congress meant to prevent the states from allowing management an advantage which is not unfair to investors,'' the panel said.

The court also disagreed with Tyson's contention that the state laws place an unconstitutional burden on interstate commerce.

by CNB