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

DATE: TUESDAY, May 24, 1994                   TAG: 9405240070
SECTION: BUSINESS                    PAGE: C8   EDITION: METRO 
SOURCE: LON WAGNER STAFF WRITER
DATELINE:                                 LENGTH: Medium

TYSON TO CHALLENGE VOTE

Tyson Foods said Monday that WLR Foods took steps to "stuff the ballot box" and announced plans to challenge Saturday's shareholder vote.

But WLR said a preliminary tally showed that even if the votes were counted giving Tyson the benefit of the doubt, Arkansas-based Tyson lost its $330 million bid to acquire the Rockingham County poultry processor.

WLR announced that a preliminary count by the election's independent inspectors revealed that stockholders with less than 31 percent of the stock WLR believes was eligible voted with Tyson; less than 36 percent of the common shares Tyson thinks were eligible voted for Tyson.

Tyson said it thought the outcome of Saturday's vote in Rockingham County would have been different if only the votes of "the truly independent shareholders" had been counted. Shareholders voted against giving Tyson voting rights for the stock it has acquired during its $30-per-share tender offer.

"Any way you count the votes, Tyson's way included, he loses," said Gail Price, spokeswoman for WLR Foods. "Our shareholders have clearly said that they don't want to give him the voting rights, and so we're looking forward to his living up to his public promise that he would terminate his tender offer and go away."

Tyson owns 600,000 shares of WLR stock, but those shares are classified as owned by an "interested" party not eligible to vote under Virginia law. But Tyson contends at least 15.7 percent of WLR's nearly 11 million shares is owned by officers and directors of WLR and their immediate families. Those shareholders, Tyson argues, should also be labeled as "interested" and excluded from any vote count.

WLR Chairman Charles Wampler Jr. and three other officers resigned from their paid positions with the company Feb. 7 to be able to vote as disinterested shareholders in a proxy solicitation. Tyson filed a court challenge to WLR's shareholder protection plan early this spring in U.S. District Court. The court will begin hearing that challenge Thursday.

by CNB