Item 1. BUSINESS.
General
WLR Foods, Inc. (WLR Foods or the Company) is a fully-integrated poultry processing company involved in the production, further processing and marketing of turkey and chicken products, and the distribution of poultry and meat products. In addition, WLR Foods manufactures ice for retail distribution and is a provider of public refrigerated warehousing services.
WLR Foods markets more than 250 branded, as well as private label, commodity and value-added poultry and related products to selected retail, food service and institutional markets, primarily in the mid-Atlantic and northeastern regions of the United States and, to a lesser extent, the upper Midwest and California. WLR Foods exports to more than 40 countries, with particular customer strength in the Far East, the Caribbean and United States military installations.
WLR Foods is the combination of three poultry companies, Wampler Foods, Inc., Horace W. Longacre, Inc. and Rockingham Poultry Marketing Cooperative Incorporated, all of which had their beginnings prior to 1945. Wampler Foods, Inc. and Horace W. Longacre, Inc. were combined in 1985, and Rockingham Poultry Marketing Cooperative Incorporated was acquired in 1988. Prior to their consolidation on December 31, 1993, the Company operated its poultry business through two major subsidiaries, Wampler- Longacre Turkey, Inc. (Wampler-Longacre Turkey) and Wampler- Longacre Chicken, Inc. (Wampler-Longacre Chicken).
In April 1990, the Company acquired Cassco Ice & Cold Storage, Inc. (Cassco), a public refrigerated warehouse and ice manufacturing and distribution business. WLR Foods also owns 65% of May Supply Company, Inc. (May Supply), a wholesale distributor of plumbing supplies and equipment. In May 1993, WLR Foods acquired assets of two ice manufacturing and distribution companies located in the greater Washington, D.C. area and in Richmond, Virginia. These two operations have been integrated into Cassco.
On November 27, 1992, WLR Foods acquired Round Hill Foods, Inc. and affiliated companies (Round Hill), located in New Oxford, Pennsylvania. Round Hill is engaged in turkey production, processing and marketing.
On January 1, 1994, Wampler-Longacre Turkey and Wampler-Longacre Chicken were merged into a single poultry company under the name Wampler-Longacre, Inc. (Wampler-Longacre). As a part of this consolidation, Round Hill was also merged into Wampler-Longacre.
Poultry Production
WLR Foods controls the breeding, hatching, grow-out and processing of its turkeys and chickens. For fiscal 1994, WLR Foods produced approximately 386 million pounds of dressed turkey and 517 million pounds of dressed chicken.
WLR Foods purchases breeder stock turkey eggs which it hatches and places with growers who supply labor and housing to produce breeder flocks. These breeder flocks produce eggs that are taken to the company-owned turkey hatchery for incubation and hatching into poults. In its chicken operations, WLR Foods purchases breeder flock chicks and places them with growers who supply labor and housing to raise the birds. The birds are then moved to breeder farms where they begin providing eggs. When laid, eggs are transported to company-owned hatcheries. Once hatched, day-old poults and chicks are inspected and vaccinated against common poultry diseases. In total, WLR Foods contracts with 146 breeder growers who grow most of WLR Foods' turkey, and all of WLR Foods' chicken, breeder flocks.
After hatching and vaccination, poults and chicks are transported to one of WLR Foods' approximately 630 contract growers located in Virginia, West Virginia, Pennsylvania and Maryland who supply labor and housing to raise the turkeys and chickens to maturity. WLR Foods supplies feed primarily from company-owned feed mills and provides grower support through WLR Foods' technicians and veterinarians.
Grow-out and breeder farms provide WLR Foods with more than 38 million square feet of growing facilities. These farms typically are grower-owned, operate under contract with WLR Foods, and provide facilities, utilities and labor. Contract growers are compensated on a cost-based formula and several incentive-based formulas. Approximately 80% of WLR Foods' turkeys and 100% of its chickens are raised by contract growers, with the balance grown by independent growers and company-owned farms. WLR Foods strives to maintain good contract grower relationships and believes the availability of contract growers is sufficient for anticipated needs.
An important factor in the grow-out of poultry is the rate at which poultry converts feed into body weight. The Company purchases its primary feed ingredients on the open market. These ingredients consist primarily of corn and soybean meal and represent approximately 66% of WLR Foods' total cost to grow turkeys and chickens and approximately 32% of its cost of sales for fiscal 1994. Because the quality and composition of feed is critical to the feed conversion rate, WLR Foods formulates and produces a majority of its own feed at one of its three feed mills. WLR Foods has annual feed manufacturing capacity in excess of 1 million tons and anticipates no difficulty in meeting the Company's feed requirements in the future.
Once the turkeys and chickens reach processing weight, they are transported in WLR Foods' trucks to one of its six processing plants. These plants utilize modern, highly automated equipment to process and package the turkeys and chickens for sale or preparation for further processing. WLR Foods further processes bulk poultry by adding value beyond deponing and skinning, such
as slicing, grinding, marinating, spicing and cooking to produce delicatessen products, frankfurters, meat salads, ground turkey and chicken and food service products.
Distribution, Public Refrigerated Warehousing, Ice and Other
WLR Foods' distribution business, with its warehousing and transportation equipment, includes fresh poultry, beef, and other meat products purchased from third parties for resale and is conducted within a radius of approximately 75 miles of WLR Foods' further processing facility in Franconia, Pennsylvania. In fiscal 1994, Cassco sold 21.8 million eight-pound equivalent bags of retail ice, making it one of the largest ice manufacturers in the mid-Atlantic region. In addition, Cassco operates public refrigerated warehouses at four locations. WLR Foods' protein conversion plants convert the nonedible by-products of its poultry processing plants into feed ingredients, with the balance sold to pet food manufacturers.
The following table sets out sales revenues from WLR Foods' products for the last three fiscal years.
Fiscal 1994 Fiscal 1993 Fiscal 1992 (Dollars in Millions)
Chicken, fresh and frozen $287.5 $238.2 $202.8 Turkey, fresh and frozen 171.4 123.7 90.9 Further processed 152.1 147.7 123.4 Distribution 82.4 80.0 73.7 Other 33.9 27.1 23.7 Total Net Sales $727.3 $616.7 $514.5
Competition
Poultry production requires continuous growing and processing, with limited storage, making the poultry industry highly competitive. WLR Foods markets its products in competition with larger and smaller poultry companies on the basis of price, quality and service, with WLR Foods' greatest competition coming from four or five of the country's larger poultry producers and processors. The pricing of poultry products is so competitive that any company with a cost advantage is in a favorable competitive position. Seasonal increases in production and customer buying patterns contribute to fluctuations in prices which are controlled more by supply and demand than by cost of production. WLR Foods primarily markets its products in the highly competitive northeastern section of the United States.
In June 1994 WLR Foods was ranked as the ninth largest in poultry processing/further processing according to Meat & Poultry Magazine. WLR Foods was the fourth largest American turkey producer according to Turkey World magazine's December 1993 issue. WLR Foods was cited as the 14th largest chicken producer in the December 1993 issue of Broiler Industry magazine.
Seasonality
In general, WLR Foods consistently produces and sells its products throughout the year. Highest demand for poultry is in May, June, July, November and December. The early summer months have strong demand for chicken and further processed products and November and December are high demand months for turkey products. The highest demand for ice is during the period from mid-May to mid-September.
Trademarks and Patents
Wampler-Longacre markets its products under the trademarks WAMPLER LONGACRE and design, LONGACRE FAMILY and design, TRIM FREE and chicken in heart design, MOUNTAIN MAID, SALADFEST, SALT WATCHERS, TENDERLINGS and TURKEY WITH A TWIST, all of which are federally registered trademarks. Wampler-Longacre also markets under the trademark CHEF'S QUALITY, which has a pending federal application. Wampler-Longacre markets its export and foreign military sales under the ROCKINGHAM trademark. Products are also sold under the GENUINE SHENVALLEY VIRGINIA POULTRY mark.
Cassco distributes its products under the federally registered trademark CASSCO.
Wampler-Longacre holds a patent for pasteurized salads.
Government Contracts
WLR Foods' government contracts are a small segment of its total sales, consisting of bids on particular products for delivery at specified locations. Contracts are generally bid, and the product is delivered, within a one- to two-month period. These contracts include both chicken and turkey products and can involve further processed products. WLR Foods had approximately $0.9 million of governmental contracts outstanding as of July 2, 1994, compared to approximately $1.8 million outstanding as of July 3, 1993.
Foreign Sales
WLR Foods' foreign sales constituted approximately 7% of its total annual sales in fiscal 1994, compared to 6% for fiscal year 1993 and 5% for fiscal year 1992. Wampler-Longacre has a full- time staffed foreign sales office which coordinates foreign sales efforts on behalf of WLR Foods. Foreign sales originate from that office and use independent brokers as needed. Sales are made in over 40 countries.
Transportation
Transportation logistics, including the availability of transportation equipment and the efficiency of transportation systems, are key elements in the raising of poultry, transporting feed to the contract growers and outside purchasers, transporting
poultry to the processing plants, and transporting products to customers. WLR Foods has contracts with two railroad companies for the delivery of feed ingredients to WLR Foods' feedmills.
WLR Foods' primary marketing area is the northeastern, central and eastern United States, and delivery of the Company's products are generally made by truck. WLR Foods maintains a fleet of refrigerated trucks and uses them, along with refrigerated common carrier and customer-owned vehicles, to deliver its product. Export products are loaded in refrigerated containers and shipped overseas.
Raw Materials
WLR Foods' largest cost is for basic feed ingredients, namely corn and soybean meal. Feed costs represented approximately 32% of the Company's total cost of sales in fiscal year ended July 2, 1994.
Feed grains are commodities subject to volatile price changes caused by weather, size of harvest, transportation and storage cost and the agricultural policies of the United States and foreign governments. Although WLR Foods can, and sometimes does, purchase grain in the forward markets, it cannot completely eliminate the potential adverse effect of grain price increases.
Environmental and Other Regulatory Compliance
WLR Foods' facilities and operations are subject to the regulatory jurisdiction of various federal agencies, including the federal Food and Drug Administration, Department of Agriculture, Environmental Protection Agency, Occupational Safety and Health Administration, and corresponding state agencies in Virginia, West Virginia and Pennsylvania.
Wampler-Longacre currently holds two environmental permits for its Hinton turkey processing facility: an air permit which regulates certain combustion equipment to comply with the Clean Air Act and a water permit which regulates the treatment of processing wastewater to comply with the Clean Water Act. Wampler-Longacre has one environmental permit for its Harrisonburg turkey processing facility which requires it to pre- treat its processing wastewater to meet certain effluent standards before discharging it into the regional sewer. Wampler-Longacre currently has six environmental permits for its Franconia turkey processing facility: two water permits, issued by the Pennsylvania Department of Environmental Resources, for the treatment of processing wastewater to comply with the Clean Water Act, three air permits to regulate the operation of certain combustion and incineration equipment, and one municipal waste permit for the disposal of incinerator ash. Wampler-Longacre's turkey processing facility in New Oxford, Pennsylvania, holds one environmental permit (air permit) which regulates combustion equipment. Wampler-Longacre also holds one environmental permit (air permit) for its Harrisonburg feedmill issued primarily for the control and abatement of dust.
Wampler-Longacre holds two permits for its Timberville chicken processing and rendering facility: a water permit to regulate the discharge of processing wastewater and an air permit to regulate the operation of its new protein conversion facility, as well as certain combustion equipment. Wampler-Longacre has one permit for its Alma/Stanley chicken processing facility: a water permit to regulate the discharge of processing wastewater to meet the standards of the Clean Water Act. Additionally, there are three permits for Wampler-Longacre's chicken processing and rendering facility in Moorefield, West Virginia: a water permit to regulate the discharge of processing wastewater, an air permit to regulate the operation of the company's new protein conversion facility, and a sludge management permit regulating the land application in West Virginia of certain wastewater biosolids generated at the Moorefield wastewater treatment works. Finally, Wampler-Longacre holds one environmental permit (air permit) for its Broadway and Moorefield feedmills which were issued primarily for the control and abatement of dust.
WLR Foods, on behalf of its Virginia chicken and turkey processing facilities, filed for issuance of a Virginia Pollution Abatement (VPA) permit regulating the land application in Virginia of certain wastewater biosolids generated by the facilities' Virginia wastewater treatment systems. The VPA permit will replace Wampler-Longacre's No-Discharge certificate which formerly regulated the land application of the facilities' wastewater sludges in Virginia and will supersede an Interim Sludge Management Plan under which Wampler-Longacre has managed certain wastewater biosolids generated from its Virginia facilities.
Management has taken steps to ensure that those facilities regulated by new stormwater regulations have made the necessary group, individual, or general permit applications in accordance with the federal deadlines.
Management believes that all facilities and operations are currently in compliance with environmental and regulatory standards. Compliance has not had a materially adverse effect upon WLR Foods' earnings or competitive position in the past, and it is not anticipated to have a material adverse effect in the future.
Employees
WLR Foods employed approximately 6,800 persons as of July 2, 1994, none of whom were covered by a collective bargaining agreement.
Item 2.
Item 2. PROPERTIES.
WLR Foods' six poultry processing facilities and one further processing plant are located in Virginia, West Virginia and Pennsylvania and have a total slaughter capacity of approximately 460,000 turkeys per week and 3.1 million chickens per week. WLR Foods owns and operates three feed mills with a production capacity in excess of one million tons of finished feed per year; a turkey hatchery with a production capacity of approximately 335,000 poults per week and two chicken hatcheries with a
production capacity of approximately 3.2 million chicks per week; freezer and cold storage for finished products with approximately 5.2 million cubic feet of capacity; and two protein conversion plants with a total production capacity of 4,500 tons of raw product weekly. The diversity, number and geographic proximity of its processing and support facilities provide WLR Foods with operating flexibility and enable it to alter the size and mix of poultry processed among the various facilities, as market conditions change.
Cassco operates public refrigerated facilities at four locations with approximately 7.0 million cubic feet. These facilities are located close to major food processors in the mid- Atlantic region, as well as WLR Foods' own processing plants. Cassco also operates six ice manufacturing facilities in Virginia and West Virginia with a capacity of approximately 1,000 tons per day.
From fiscal 1988 through the end of fiscal 1994, WLR Foods has spent over $152 million (excluding capital leases) for replacement and productivity improvements, acquisitions and expansion of facilities and protein conversion plant construction. WLR Foods owns virtually all of its manufacturing and production equipment which is in good repair and is updated periodically. Replacement parts and service for the equipment are readily available, which allows for timely processing of the Company's products.
Item 3.
Item 3. LEGAL PROCEEDINGS.
On February 6, 1994, WLR Foods filed suit in the United States District Court for the Western District of Virginia against Tyson Foods, Inc. (Tyson), seeking, among other things, (1) a declaratory judgment as to the validity of the Company's Shareholder Protection Rights Plan, and (2) a declaratory judgment as to the constitutionality of Article 14, Virginia Code Sections 13.1-725 et seq. (Virginia Affiliated Transactions Statute), and Article 14.1, Virginia Code Sections 13.1-728 et seq. (Virginia Control Share Acquisitions Statute), of the Virginia Stock Corporation Act under the Virginia and United States Constitutions.
In response, on February 25, 1994, Tyson, joined later by its wholly-owned subsidiary WLR Acquisition Corp., filed counterclaims against the Company and all its directors, except Peter A.W. Green, seeking, among other things, to invalidate the Company's Shareholder Protection Rights Plan and certain severance agreements, and a declaratory judgment that the Virginia Affiliated Transactions Statute, the Virginia Control Share Acquisitions Statute and other Virginia statutes, facially and as applied, are unconstitutional under the United States Constitution.
Tyson's counterclaims also sought a declaratory judgment that four of the Company's directors who resigned as employees of the Company in February 1994 were not disinterested shareholders, and therefore were ineligible to vote their shares at a Special Meeting of the Shareholders held on May 21, 1994, and that the Company's directors breached their fiduciary duties in taking certain actions described in Tyson's counterclaims. Tyson filed motions for preliminary relief as to the directors' eligibility to vote and as to the constitutionality of the several Virginia statutes, which motions for relief were denied by the District Court on June 22, 1994 and August 7, 1994, respectively.
Trial for any remaining issues was scheduled for September 12-15, 1994; however, those trial dates have been released. The District Court will issue a final judgment in the litigation based on the written record, as supplemented.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 9, 1994, Tyson Foods, Inc., through its wholly- owned subsidiary, WLR Acquisition Corp., commenced a tender offer to purchase all the outstanding shares of WLR Foods for $30 per share. The Board of Directors of WLR Foods determined that the offer was inadequate and recommended that the Company's shareholders not tender their shares to Tyson Foods, Inc. This position is detailed in the Company's Schedule 14d-9 filed with the Securities and Exchange Commission on March 14, 1994, as amended.
To further their takeover efforts, on April 14, 1994 Tyson Foods, Inc. requested a special meeting of WLR Foods' shareholders under the Virginia Control Share Acquisitions Statute.
A special meeting of the Company's shareholders was held on May 21, 1994 for the sole purpose of considering a proposal of Tyson to grant it and its associates voting rights for shares of the Company's stock they have acquired or may acquire in connection with their offer to buy the Company.
On March 9, 1994, Tyson commenced an unsolicited public tender offer to purchase all outstanding shares of the Company's stock for $30 per share. Among the conditions of Tyson's offer was a requirement that it receive voting rights under Virginia's Control Share Acquisitions Statute for all shares acquired by Tyson and its affiliates. Under the Control Share Statute, any shares acquired in a control share acquisition or prior to a control share acquisition and pursuant to a plan to make a control share acquisition, have no voting rights unless voting rights are granted by a resolution approved by a majority of disinterested shares. A control share acquisition is the direct or indirect acquisition (other than certain excepted acquisitions which are not relevant here) of shares of the Company that, when added to all other shares beneficially owned by the acquiror, would entitle the acquiror to vote 20% or more of the Company's shares.
At the May 21, 1994 special meeting, the Company's shareholders defeated Tyson's proposal to grant it voting rights for its control share acquisition. At the meeting, 3,152,830 votes were cast in favor of Tyson's proposal, and 5,977,118 votes were cast against the proposal. There were 53,547 abstentions, and 1,603,800 votes were either withheld or were broker non- votes.
Tyson Foods, Inc. terminated its tender offer on August 5, 1994.
Executive Officers of the Registrant
The following information is given regarding WLR Foods' executive officers.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
Public trading of shares of WLR Foods' common stock commenced on May 10, 1988. The stock was included in NASDAQ as of September 12, 1988, and was included in NASDAQ/National Market System as of March 7, 1989. The range of high and low bid information for the stock, as well as information regarding dividends declared by WLR Foods, for each full quarterly period within the two most recent fiscal years is incorporated by reference to Note 13 to the Registrant's Consolidated Financial Statements in the Annual Report, attached hereto as Exhibit 13.3. As of September 27, 1994, the approximate number of shareholders of record was 2,461.
Item 6.
Item 6. SELECTED FINANCIAL DATA.
Selected financial data for each of the fiscal years in the five- year period ended July 2, 1994 is incorporated by reference to the table entitled "Five Year Financial Highlights" in the Annual Report, attached hereto as Exhibit 13.1. A summary of significant accounting policies and business acquisitions and dispositions is incorporated by reference to Notes 1 and 2 to the Registrant's Consolidated Financial Statements in the Annual Report, attached hereto as Exhibit 13.3.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management's discussion and analysis of financial condition and results of operations is incorporated by reference to that section in the Annual Report, attached hereto as Exhibit 13.2.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item, except for the required financial statement schedules, is incorporated by reference to the Consolidated Financial Statements and Notes thereto into the Annual Report, attached hereto as Exhibit 13.3. The required financial statement schedules are included on pages 19-22 of this report.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There were no changes in or disagreements with accountants on accounting and financial disclosure during WLR Foods' two most recent fiscal years or any subsequent interim period.
PART III
Item 10.
Item 10. DIRECTORS OF THE REGISTRANT.
Information concerning WLR Foods' directors is incorporated by reference to the Proxy Statement.
Item 11.
Item 11. EXECUTIVE COMPENSATION.
Information concerning executive compensation is incorporated by reference to the Proxy Statement.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN PERSONS.
The information required by this Item is incorporated by reference to the Proxy Statement.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information concerning certain relationships and related transactions is incorporated by reference to the Proxy Statement.
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statements, Schedules and Exhibits (AR designates Annual Report)
Financial Statements Location
Consolidated Statements of Earnings - Fiscal years ended AR July 2, 1994, July 3, 1993 and June 27, 1992
Consolidated Balance Sheets - July 2, 1994 and July 3, 1993 AR
Consolidated Statements of Shareholders' Equity - Fiscal years AR ended July 2, 1994, July 3, 1993 and June 27, 1992
Consolidated Statements of Cash Flows - Fiscal years ended AR July 2, 1994, July 3, 1993 and June 27, 1992
Notes to Consolidated Financial Statements - Fiscal years AR ended July 2, 1994, July 3, 1993 and June 27, 1992
Independent Auditors Report AR
Financial Statement Schedules
Independent Auditors' Report on Schedules Page 18
Schedule V - Property, Plant and Equipment Page 19
Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment Page 20
Schedule VIII - Valuation and Qualifying Accounts Page 21
Schedule X - Supplementary Income Statement Information Page 22
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of fiscal 1994 that ended on July 2, 1994.
(c) Exhibits
3.1 Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3 on Form 8-K filed with the Securities and Exchange Commission on January 31, 1992
3.2 Bylaws of the Registrant incorporated by reference to Exhibit 3 of Form 8-K filed with the Securities and Exchange Commission on February 15, 1994
4.1 Specimen Stock Certificate incorporated by reference to Exhibit 4 of Form 10-K filed with the Securities and Exchange Commission on September 27, 1990
4.2 Loan Agreement incorporated by reference to Exhibit 4.2 of Form 10-K filed with the Securities and Exchange Commission on September 27, 1991
4.3 Floating Rate Note incorporated by reference to Exhibit 4.3 of Form 10-K filed with the Securities and Exchange Commission on September 27, 1991
4.4 Note Agreement incorporated by reference to Exhibit 4.4 of Form 10-K filed with the Securities and Exchange Commission on September 27, 1991
4.5 Loan Agreement dated June 1, 1994
4.6 Promissory Note dated July 20, 1994
4.7 Shareholder Protection Rights Agreement, dated as of February 4, 1994, which includes as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the Form of Certificate of Designation and Terms of the Participating Preferred Stock incorporated by reference to Exhibit 1 of Form 8-A filed with the Securities and Exchange Commission on September 30,
10.1 Employment Agreement dated July 4, 1993 between the Registrant and James L. Keeler (Deferred Compensation Agreement attached thereto as Exhibit A) incorporated by reference to Exhibit 10.6 of Form 10-K filed with the Securities and Exchange Commission on September 30,
10.2 Executive Cash Bonus Program incorporated by reference to Exhibit 10.7 of Form 10-K filed with the Securities and Exchange Commission on September 30, 1993
10.3 Long-Term Incentive Plan, as amended, incorporated by reference to Exhibit 28 of Post-Effective Amendment Number One to Form S-8 (No. 33-27037) filed with the Securities and Exchange Commission on November 18, 1992
10.4 Amendment to Employment Agreement dated February 4, 1994 between the Registrant and James L. Keeler incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission on February 15, 1994
10.5 Amendment to Deferred Compensation Agreement dated February 4, 1994 between the Registrant and James L. Keeler incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission on February 15, 1994
10.6 Severance Agreement dated February 4, 1994 between the Registrant and James L. Keeler incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.7 Severance Agreement dated February 4, 1994 between the Registrant and Delbert L. Seitz incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.8 Severance Agreement dated February 4, 1994 between the Registrant and James L. Mason incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.9 Severance Agreement dated February 4, 1994 between the Registrant and John J. Broaddus incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.10 Severance Agreement dated February 4, 1994 between the Registrant and V. Eugene Misner incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.11 Deferred Compensation Agreement dated February 4, 1994 between the Registrant and Charles W. Wampler, Jr. incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.12 Deferred Compensation Agreement dated February 4, 1994 between the Registrant and Herman D. Mason incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.13 Deferred Compensation Agreement dated February 4, 1994 between the Registrant and George E. Bryan incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
10.14 Deferred Compensation Agreement dated February 4, 1994 between the Registrant and William D. Wampler incorporated by reference to Form 10-Q/A filed with the Securities and Exchange Commission on February 23, 1994
13.1 Financial Highlights, from the Registrant's Annual Report to Shareholders for the fiscal year ended July 2, 1994
13.2 Management's Discussion and Analysis, from the Registrant's Annual Report to Shareholders for the fiscal year ended July 2, 1994
13.3 Consolidated Financial Statements and Notes to Consolidated Financial Statements, from the Registrant's Annual Report to Shareholders for the fiscal year ended July 2, 1994
13.4 Independent Auditors' Report on Consolidated Financial Statements, from the Registrant's Annual Report to Shareholders for the fiscal year ended July 2, 1994
21 List of Subsidiaries of the Registrant
22 Excerpts from the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on October 29, 1994
23 Consent of Independent Certified Public Accountants
24 Power of Attorney
27 Financial Data Schedule
Schedules not included in this Item have been omitted because they are either not applicable or the information is included in the Consolidated Financial Statements or notes thereto.
[The remainder of this page is intentionally left blank.]
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WLR Foods, Inc.
By:__/s/ James L. Keeler______________ Its President & Chief Executive Officer
Date: September _30_, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
____/s/ James L. Keeler____________ President & Chief Executive Officer
Date: September _30_, 1994
__/s/ Delbert L. Seitz___________ Chief Financial Officer
Date: September 30, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on September 30, 1993.
Signature Title
______________________________ Director George E. Bryan*
______________________________ Director Charles L. Campbell*
______________________________ Director Stephen W. Custer*
______________________________ Director Calvin G. Germroth*
______________________________ Director William H. Groseclose*
______________________________ Director J. Craig Hott*
______________________________ Director James L. Keeler
______________________________ Director Herman D. Mason*
______________________________ Director Charles W. Wampler, Jr.*
______________________________ Director William D. Wampler*
______________________________ Director Peter A.W. Green*
*By _/s/ Delbert L. Seitz______________ Delbert L. Seitz, attorney-in-fact
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Board of Directors and Shareholders WLR Foods, Inc.:
Under date of August 17, 1994, except Note 14 which is as of August 29, 1994, we reported on the consolidated balance sheets of WLR Foods, Inc. and subsidiaries as of July 2, 1994 and July 3, 1993, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the fiscal years in the three-year period ended July 2, 1994, as contained in the 1994 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Richmond, Virginia August 17, 1994