<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
{ } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
{ X } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from January 1, 1994 to May 28, 1994
COMMISSION FILE NUMBER 0-3085
WYMAN-GORDON COMPANY
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1992780
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
244 WORCESTER STREET, BOX 8001, NO. GRAFTON, MASSACHUSETTS 01536-8001
(Address of principal executive offices)
Registrant's telephone number, including area code 508-839-4441
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
Yes X No
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest
practicable date.
<TABLE>
<CAPTION>
Class Outstanding at May 28, 1994
<S> <C>
Common Stock, $1 Par Value 34,548,180
</TABLE>
Page 1 of 28<PAGE>
<PAGE> 2
Part I.
Item 1. FINANCIAL STATEMENTS
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Two Months Ended Five Months Ended
May 28, May 29, May 28, May 29,
1994 1993 1994 1993
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Revenue $ 34,708 $39,128 $ 86,976 $102,043
Less:
Cost of goods sold
(Notes B, G and J) 41,434 36,864 93,737 93,897
Selling, general and
administrative expenses
(Notes G and J) 10,671 3,361 16,494 8,723
Restructuring charges
(Notes F and G) 30,550 - 30,550 -
Environmental charge
(Note G) 2,000 - 2,000 -
84,655 40,225 142,781 102,620
Loss from operations (49,947) (1,097) (55,805) (577)
Other (income) deductions:
Interest expense (Note G) 2,623 1,527 5,021 4,650
Miscellaneous, net 114 281 544 745
2,737 1,808 5,565 5,395
Loss before cumulative
effect of changes in
accounting principles (52,684) (2,905) (61,370) (5,972)
Cumulative effect of changes
in accounting principles - - - 43,000
Net loss $(52,684) $(2,905) $(61,370) $(48,972)
Loss per share before
cumulative effect of
changes in accounting
principles $ (2.78) $ (.16) $ (3.32) $ (.33)
Cumulative effect per share
of changes in accounting
principles - - - (2.40)
Net loss per share $ (2.78) $ (.16) $ (3.32) $ (2.73)
Average shares outstanding 18,971 17,915 18,490 17,906
</TABLE>
The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.
-2-<PAGE>
<PAGE> 3
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
May 28, December 31,
1994 1993
(000's omitted)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 42,179 $ 14,817
Accounts receivable (Note I) 56,458 51,287
Inventories (Note B) 81,939 42,388
Prepaid expenses 11,275 12,480
Total current assets 191,851 120,972
Property, plant and equipment, at cost 363,100 325,419
Less accumulated depreciation 229,612 227,075
Net property, plant and equipment 133,488 98,344
Intangible assets 21,232 20,738
Pension intangible 6,527 8,368
Deferred program costs (Note C) - 13,561
Other assets 27,172 24,651
$380,270 $286,634
LIABILITIES
Current maturities of long-term debt $ 77 $ 77
Accounts payable 48,642 23,095
Other accrued liabilities 12,889 2,559
Accrued restructuring, integration,
disposal and environmental (Note G) 23,875 4,556
Total current liabilities 85,483 30,287
Restructuring, integration, disposal
and environmental (Note G) 25,735 14,515
Long-term debt 90,385 90,461
Pension liability 17,912 14,065
Deferred income tax and other 36,424 7,613
Postretirement benefits 51,848 41,344
STOCKHOLDERS' EQUITY
Preferred stock - none issued - -
Common stock issued (Note E)
1994 - 36,902,720 shares
1993 - 20,402,720 shares 36,903 20,403
Capital in excess of par value 43,884 14,296
Retained earnings 33,253 96,008
114,040 130,707
Less treasury stock at cost
1994 - 2,354,540 shares
1993 - 2,399,917 shares 41,557 42,358
72,483 88,349
$380,270 $286,634
</TABLE>
The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.
-3-<PAGE>
<PAGE> 4
WYMAN-GORDON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Five Months Ended
May 28, May 29,
1994 1993
(000's omitted)
<S> <C> <C>
Operating activities:
Net loss $(61,370) $(48,972)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Depreciation and amortization 6,782 6,004
Cumulative effect of changes in
accounting principles - 43,000
Restructuring & environmental charge 32,550 -
Changes in assets and liabilities net
of purchase price activity:
Accounts receivable 3,228 8,822
Inventories 4,215 (3,530)
Prepaid expenses and other assets (1,195) (10,135)
Accrued restructuring, disposal
and environmental (1,352) (2,781)
Income and other taxes 585 268
Accounts payable and accrued
liabilities 6,429 1,685
Deferred income taxes 1,009 (58)
Net cash provided (used) by operating
activities (9,119) (5,697)
Investing activities:
Net cash acquired from Cameron accounts
receivable factoring at acquisition 20,561 -
Capital expenditures (2,404) (4,382)
Deferred program costs 16,063 (367)
Other, net 2,338 213
Net cash provided (used) by investing
activities 36,558 (4,536)
Financing activities:
Net payment of debt (77) (70,077)
Net proceeds from issuance of
senior notes - 84,878
Net cash provided (used) by financing
activities (77) 14,801
Increase in cash 27,362 4,568
Cash, beginning of year 14,817 -
Cash, end of period $ 42,179 $ 4,568
</TABLE>
The accompanying notes to the consolidated condensed financial
statements are an integral part of these financial statements.
-4-<PAGE>
<PAGE> 5
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
May 28, 1994
Note A - Basis of Presentation
In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all
adjustments necessary to present fairly its financial position at
May 28, 1994 and its results of operations and cash flows for the
five months ended May 28, 1994 and May 29, 1993. All such
adjustments are of a normal recurring nature.
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with Article 10 of
Securities and Exchange Commission Regulation S-X and, therefore,
do not include all information and footnotes necessary for a fair
presentation of the financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles. In conjunction with its 1993 Annual Report on Form
10-K, the Company filed audited consolidated financial statements
which included all information and footnotes necessary for a fair
presentation of its financial position at December 31, 1993 and
December 31, 1992 and its results of operations and cash flows
for the years ended December 31, 1993, 1992 and 1991 in
conformity with generally accepted accounting principles. Where
appropriate, prior period amounts have been reclassified to
permit comparison.
On May 24, 1994, the Company's Board of Directors voted to
change the Company's fiscal year-end from one which ended on
December 31 to one which ends on the Saturday nearest to May 31.
Accordingly, the Company is filing this Form 10-Q for the five
month transition period ended May 28, 1994.
On May 26, 1994, the Company completed the acquisition of
Cameron Forged Products Company ("Cameron") (see Note E ). The
accompanying consolidated condensed financial statements include
the accounts of Cameron. Cameron's operating results since the
acquisition completion date are not material to the consolidated
condensed statements of operations for the two and five month
periods ended May 28, 1994.
Note B - Inventories
Inventories consisted of:
<TABLE>
<CAPTION>
May 28, 1994 December 31, 1993
(000's omitted)
<S> <C> <C>
Raw material $15,548 $ 9,486
Work-in-process 65,014 34,476
Supplies 6,202 1,603
86,764 45,565
Less progress payments 4,825 3,177
$81,939 $42,388
</TABLE>
-5-<PAGE>
<PAGE> 6
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note B - Inventories (Continued)
If all inventories valued at LIFO cost had been valued at
first-in, first-out (FIFO) cost or market which approximates
current replacement cost, inventories would have been $29,799,000
and $33,448,000 higher than reported at May 28, 1994 and December
31, 1993, respectively.
LIFO inventory credits to cost of goods sold in the two
months ended May 28, 1994 and May 29, 1993 were $2,615,000 and
$978,000, respectively.
LIFO inventory credits to cost of goods sold in the five
months ended May 28, 1994 and May 29, 1993 were $3,135,000 and
$2,946,000, respectively.
Note C - Deferred Program Costs
On March 30, 1994, the Company received $16,060,000 as a cash
payment for deferred program costs. Deferred program costs are
primarily inventory, production, tooling, and other miscellaneous
costs which are estimated to be recoverable over future sales. At
March 30, 1994, the Company had a net investment in the related
program of $13,563,000. The excess funds received amounting to
$2,496,000 has been recorded as $832,000 and $1,664,000 of short-
term and long-term deferred revenue, respectively, which will be
recognized over future production related to such program. The
cash payment to the Company does not affect the Company's long
standing status as a supplier partner under its Agreement with the
customer.
Note D - Accounting Method Changes
Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" ("FAS 112"). This standard provides that
the Company follow an accrual method of accounting, rather than on
the as-incurred basis formerly used for benefits payable to
employees when they leave the Company for reasons other than
retirement. The adoption, including the cumulative effect, of FAS
112 in the first quarter of 1994 has not had a material affect on
earnings or the financial position of the Company.
Note E - Acquisition of Cameron Forged Products
On May 26, 1994, the Company completed the acquisition (the
"Acquisition") of all of the outstanding stock of Cameron from
Cooper Industries, Inc. ("Cooper"), pursuant to an Amended and
Restated Stock Purchase Agreement, dated as of January 10, 1994
(the "Stock Purchase Agreement"), and an Investment Agreement,
dated as of January 10, 1994 (the "Investment Agreement").
-6-<PAGE>
<PAGE> 7
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note E - Acquisition of Cameron Forged Products (Continued)
Pursuant to the Stock Purchase Agreement, the Company paid
to Cooper a purchase price, which was determined through
negotiations between the Company and Cooper, of (i) 16,500,000
shares of common stock, par value $1.00 per share (the "Shares"),
of the Company and (ii) $5,000,000 in cash, payable as set forth
below (the "Cash Purchase Price"), subject to a cash adjustment
to be paid by either Cooper or the Company based upon changes in
certain assets and liabilities of Cameron between September 26,
1993 and the closing of the Acquisition (the "Closing"). The
Cash Purchase Price consisted of (i) $400,000 in cash obtained by
the Company from its cash on hand and paid to Cooper at the
Closing and (ii) a promissory note of the Company in the
principal amount of $4,600,000 (the " Cameron Note"), payable in
annual installments, beginning on June 30, 1997 and on each June
30 thereafter until paid in full, in an amount equal to the least
of (A) $2,300,000, (B) 25% of the Company's Free Cash Flow (as
defined in the Cameron Note) for the twelve-month period ending
on the April 30 immediately preceding such June 30 or (C) the
unpaid principal balance of the Cameron Note. The Cameron Note
does not bear interest, except that it will bear interest from
and after May 1, 1998 at a floating rate equal to the 90-day
commercial paper rate for high grade unsecured notes sold through
dealers by major corporations, as published by The Wall Street
Journal, on that portion of the principal amount of the Note
equal to the sum of all amounts of unpaid principal that would
have been payable but for mandatory debt payments by the Company.
As a result of the Acquisition, Cooper currently owns
approximately 48% of the outstanding Shares.
The Investment Agreement governs certain aspects of the
relationship between the Company and Cooper. Under the
Investment Agreement, Cooper has agreed to certain restrictions
on its ability to vote its Shares and to acquire additional
Shares and other voting securities of the Company. Cooper is
entitled to two representatives on the Company's board of
directors. However, Cooper has agreed that it will not acquire
additional Company securities for so long as it owns 5% or more
the Shares. Cooper has also agreed that, so long as it owns 5%
or more of the Shares, it will vote its Shares on all matters
submitted to a shareholder vote, at its option, either as
recommended by the Company's board of directors or
proportionately with the public shareholders. Certain other
provisions will also apply. These restrictions on Cooper will
expire on May 26, 2004, or earlier in certain events, such as if
the Company's consolidated net worth declines by 35% or more
following consummation of the acquisition or if the Company
consummates a merger or similar transaction that results in a
change of control of the Company, but not taking into account (A)
any reduction in the Company's Consolidated Net Worth
attributable to the Acquisition or the combination of Cameron
-7-<PAGE>
<PAGE> 8
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note E - Acquisition of Cameron Forged Products (Continued)
with the Company's business during the first full fiscal year of
the Company after the consummation of the Acquisition or (B) any
adjustments as a result of any changes in generally accepted
accounting principles or any other regulatory changes or
requirements applicable to the Company or its financial
statements or (C) any adjustment resulting from any unknown
liability existing as of the time of the consummation of the
Acquisition and relating to the business or assets of Cameron but
not reflected on the balance sheet of Cameron or (D) any change
in the translation component of shareholders' equity or (E)
adjustments as a result of sales of the Company's accounts
receivables pursuant to the Receivables Financing Program (see
Note I) so sold or (F) any adjustment resulting from a SFAS 109
valuation allowance recorded or reserved by the Company with
respect to deferred tax assets that were included in or excluded
from the Company's final APB No. 16 acquisition date balance
sheet. Pursuant to the Stock Purchase Agreement, effective on
May 26, 1994, the size of the Board of Directors of the Company
was increased by two members. Two officers of Cooper were
appointed to fill the vacancies created by such expansion.
Cameron and its subsidiaries operate forging facilities in
Houston, Texas and Livingston, Scotland, as well as a powder
metal operation in Brighton, Michigan. The Company intends to
integrate Cameron's operations with the forgings business of the
Company (see Note F).
<TABLE>
<CAPTION>
(000's omitted)
<S> <C>
Cost of acquisition:
Issuance of 16,500 shares of common stock to
Cooper, including direct costs of $3,050
and $2,500 payable for price adjustment $52,237
Note payable to Cooper net of discount of
$1,414 (included in other long-term
liabilities on the balance sheet) 3,186
Cash paid to Cooper 400
55,823
Estimated direct costs to the acquisition
and integration of Cameron into the Company 12,157
$67,980
Allocation of cost of acquisition:
Property, plant and equipment $59,788
Less excess of fair value of net assets
acquired over purchase price (4,324)
55,464
Other assets acquired and liabilities assumed 12,516
$67,980
</TABLE>
-8-<PAGE>
<PAGE> 9
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note E - Acquisition of Cameron Forged Products (Continued)
The allocation of the cost of the acquisition has been made
on the basis of preliminary estimates of the fair market value of
the individual assets and liabilities acquired.
<TABLE>
<CAPTION>
Unaudited Pro Forma Combined Financial Data of Wyman-Gordon
Company with Cameron Forged Products Company
Five Months Ended Year Ended
May 28, 1994 December 31, 1993
(000's omitted, except per share data)
<S> <C> <C>
Revenue $151,834 $389,295
Income (loss) before
cumulative effect of
changes in accounting
principles $(71,525) $(39,271)
Net income (loss) $(71,525) $(82,271)
Income (loss) per share
before cumulative effect
of changes in accounting
principles $ (2.07) $ (1.14)
Net income (loss) per share $ (2.07) $ (2.38)
</TABLE>
The Pro Forma Combined Financial Data assumes that the
acquisition had occurred on January 1, 1994 and January 1, 1993,
respectively.
Note F - Synergies and Cameron Integration Plan
The Cameron acquisition will unite two of the country's
largest and most technically advanced forgings companies. The
Company plans to achieve substantial operating and processing
efficiencies through the consolidation of systems and facilities
and the reduction of personnel performing duplicate functions.
The Company expects to utilize more fully the available
capacities of the combined companies' state-of-the-art
facilities; to gain an attractive new pool of seasoned management
and sales personnel; and to eliminate substantial overlapping
expense from the restructured organization. The Company expects
that these cost savings and improvements in efficiency will
result from, among other things, the elimination of duplicative
facilities (including the closing of a Cameron manufacturing
facility in Houston, Texas), the reduction in employment levels,
-9-<PAGE>
<PAGE> 10
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note F - Synergies and Cameron Integration Plan (Continued)
the adoption of best manufacturing practices at their respective
facilities, crossfertilization of technology, the complementary
nature of their respective equipment and processes, economies of
scale in raw materials purchasing and other manufacturing
activities and a more complete integration of manufacturing
systems.
In order to achieve these potential cost savings, the
Company will incur certain costs. Based on the Company's plans
for the integration of Cameron into the Company, in May 1994, the
Company recorded an integration restructuring charge totalling
approximately $24,100,000. Such integration restructuring charge
consists of cash costs of approximately $10,700,000 and non-cash
charges of approximately $13,400,000. Cash costs include
relocating machinery, equipment, tooling and dies of the Company
as well as relocation and severance costs related to personnel of
the Company. Non-cash charges include the write-down of certain
assets of the Company, including portions of metal production
facilities and certain forging, machining and testing equipment
to net realizable value as a result of consolidating certain
systems and facilities, idling certain machinery and equipment,
and eliminating certain processes, departments and operations as
a result of the Acquisition. Following is a summary of the
integration restructuring charge:
<TABLE>
<CAPTION>
Cash Non-Cash Total
(000's omitted)
<S> <C> <C> <C>
Movement of the Company's
machinery and equipment
and tooling dies $ 4,800 $ - $ 4,800
Relocation, severance and
other costs related to
personnel of the Company 5,900 - 5,900
Write-down of certain assets
of the Company no longer
intended to be used:
Metal production facility - 7,600 7,600
Forging equipment - 3,200 3,200
Machining and testing
equipment - 2,600 2,600
$10,700 $13,400 $24,100
</TABLE>
-10-<PAGE>
<PAGE> 11
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note F - Synergies and Cameron Integration Plan (Continued)
Included as part of the purchase price allocation, the
Company has recorded the following cash costs related to the
acquisition and integration of Cameron into the Company.
<TABLE>
<CAPTION>
Current Long-term Total
(000's omitted)
<S> <C> <C> <C>
Integration costs:
Cost of relocating Cameron's
machinery and equipment
and tooling dies $1,000 $3,400 $ 4,400
Severance of Cameron
personnel 3,600 1,300 4,900
Other costs:
Environmental - 700 700
Other 1,457 700 2,157
$6,057 $6,100 $12,157
</TABLE>
Note G - Significant charges
The Company incurred certain significant charges during the
period totalling $50,000,000. These charges, of which
$28,500,000 are non-cash and $21,500,000 will require future cash
outlays, include $24,100,000 for the planned costs of integrating
the Company's forging operations with those of Cameron Forged
Products Company (see Note E and F). In addition to the
integration of operations, the charges include provisions for
certain employee benefit related accruals, a change in accounting
estimate, the closure of a casting facility, the write-down of
certain inventories, the write-off of bank fees related to the
refinancing of the Company's prior credit facility, environmental
charges and certain other events which occurred during the
period.
-11-<PAGE>
<PAGE> 12
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note G - Significant charges (Continued)
A summary of the significant charges incurred by the Company
during the five months ended May 28, 1994 is as follows:
<TABLE>
<CAPTION>
Cash Non-Cash Total
(000's omitted)
<S> <C> <C> <C>
Cameron integration costs (Note F) $10,700 $13,400 $24,100
Employee benefit-related accruals 1,100 2,300 3,400
Change in accounting estimate
(Note J) 5,600 - 5,600
Casting facility closure 500 4,700 5,200
Write-down of inventories - 2,800 2,800
Write-off of bank fees 200 1,000 1,200
Environmental - 2,000 2,000
Other 3,400 2,300 5,700
Total $21,500 $28,500 $50,000
</TABLE>
Following is a summary of the classification of such
significant charges in the accompanying consolidated condensed
statement of operations:
<TABLE>
<CAPTION>
Amount
(000's omitted)
<S> <C>
Cost of goods sold $ 8,650
Selling, general and administrative expenses 7,600
Restructuring charges:
Cameron integration restructuring 24,100
Castings facility closure 5,200
Other 1,250
30,550
Environmental charge 2,000
Interest expense 1,200
$50,000
</TABLE>
Note H - 10 3/4% Senior Notes due 2003: Supplemental Indentures
Effective May 20, 1994 and May 27, 1994, the Company entered
into Supplemental Indentures with the holders of its outstanding
10 3/4% Senior Notes due 2003 (the "Notes"). The Supplemental
Indentures amend the Indenture, dated as of March 16, 1993, by
and among the Company, the Subsidiary Guarantors and Trustee (the
"Indenture") as discussed below.
The Company's ability to incur additional indebtedness was
amended to permit the Company to make the deferred payments to
Cooper under the Cameron Note.
-12-<PAGE>
<PAGE> 13
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note H - 10 3/4% Senior Notes due 2003: Supplemental Indentures
(Continued)
The definition of restricted payments was amended to permit
the Acquisition and the establishment of the Receivables
Financing Program (see Note I), along with other amendments and
enable the Company to hedge its interest rate, currency and raw
materials risks and capitalize subsidiaries (including Wyman-
Gordon Receivables Corporation, a special purpose wholly-owned
subsidiary of the Company formed to carry out the Receivables
Financing Program ("WGRC")).
The definition of permitted liens was expanded to permit the
pledge of collateral by Wyman-Gordon Limited (formerly CFPD,
Ltd.) (the "U.K. Subsidiary") to a new U.K. lender.
An exception for WGRC is made from the covenant which would
otherwise require WGRC to guarantee the Notes. As a limited
purpose financing subsidiary, WGRC would be unable to retain the
necessary degree of financial independence from the general
obligations of the Company if it were required to guarantee the
Notes.
Other amendments were made to various Indenture covenants to
permit the Acquisition, the Receivables Financing Program and the
U.K. Subsidiary financing.
The U.K. Subsidiary entered into a financing agreement with
a bank as of May 27, 1994 under which it pledged certain of its
assets as security. Accordingly, under the terms of the
Indenture, the U.K. Subsidiary was required to execute a guaranty
of the Notes. Such guaranty was effected through a Second
Supplemental Indenture and Guarantee dated as of May 27, 1994.
The 10 3/4% Senior Notes are guaranteed on a joint and
several basis by certain of the Company's subsidiaries. As a
result, the Company has included the following summarized
financial information for the subsidiary guarantors as a group as
of May 28, 1994.
<TABLE>
<CAPTION>
May 28, 1994 December 31, 1993
(000's omitted)
<S> <C> <C>
Current assets $44,942 $29,529
Non-current assets $56,713 $37,945
</TABLE>
-13-<PAGE>
<PAGE> 14
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note I - Receivables Financing Program
On May 20, 1994, the Company terminated its existing working
capital financing arrangement under a Financing Agreement dated
March 8, 1993 (the "Prior Working Capital Facility"). The
Company replaced the Prior Working Capital Facility by entering
into a revolving receivables-backed credit facility (the
"Receivables Financing Program") effected through a Receivables
Purchase and Sale Agreement dated as of May 20, 1994 among the
Company, Wyman-Gordon Investment Castings, Inc. and Precision
Founders, Inc. and WGRC (the "RPSA") and a Revolving Credit
Agreement dated as of May 20, 1994 among WGRC, the financial
institutions party thereto and the Issuing Bank Facility Agent
and Collateral Agent (the "RCA"). It is anticipated that Cameron
will become a part of the Receivables Financing Program
approximately 90 days after the date of the Acquisition.
Pursuant to the RPSA, WGRC purchases the U.S. dollar-denominated
trade receivables of the Company and certain subsidiaries on a
daily basis, and WGRC acquires the purchased receivables from
receivables collections or from borrowings under the RCA.
Pursuant to the RCA, a syndicate of lenders makes revolving loans
to WGRC and issues letters of credit to beneficiaries designated
by WGRC, in each case secured by the receivables purchased by
WGRC. Following is a brief summary of the terms of the
Receivables Financing Program.
The aggregate maximum borrowing capacity under the
Receivables Financing Program is $65,000,000, with a letter of
credit sub-limit of $35,000,000. Borrowings are subject to a
formula which is dependent upon a number of reserves and
adjustments relating to the accounts receivable purchased by
WGRC. Borrowings under the Receivables Financing Program bear
interest at either the Eurodollar Rate plus 0.625% or at an
Alternative Base Rate which is a fluctuating rate per annum on
any date equal to the higher of (i) the rate of interest most
recently publicly announced by the Facility Agent as its "prime,"
"reference" or "base" rate and (ii) a rate of interest equal to
the sum of (A) the Federal Funds Rate, plus (B) 0.50%. Fees for
letters of credit are 0.625% per annum. Additionally, a fee of
0.40% per annum is charged for unused borrowing capacity. The
term of the Receivables Financing Program is five years, with an
evergreen feature.
WGRC is organized as a bankruptcy-remote, limited purpose
subsidiary of the Company. On May 20, 1994 and each day
thereafter during the term of the Receivables Financing Program,
WGRC purchases all of the U.S. dollar-denominated trade
receivables of the Company, Company's castings operations and
Cameron (collectively, the "Sellers"). The purchase price for
the receivables will be paid by WGRC through collections on
previously-purchased receivables, intercompany notes issued by
WGRC or borrowings by WGRC under the revolving credit facility.
-14-<PAGE>
<PAGE> 15
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note I - Receivables Financing Program (Continued)
The Receivables Financing Program is secured by a first
priority security interest in all receivables purchased by WGRC
from the Sellers. The Receivables Financing Program is not
subject to financial or periodic maintenance covenants.
WGRC is a separate corporate entity from Wyman-Gordon
Company and its other subsidiaries, with its own separate
creditors. WGRC's business is the purchase of accounts
receivable from Wyman-Gordon Company and certain of its
subsidiaries ("Sellers"), and neither WGRC on the one hand nor
the Sellers (or subsidiaries or affiliates of the Sellers) on the
other have agreed to pay or make their assets available to pay
creditors of others. WGRC's creditors have a claim on its assets
prior to those assets becoming available to any creditors of any
of the Sellers.
Note J - Change in accounting estimate
In 1994, the Company revised its workers' compensation
expense estimate to include loss development trend analysis which
was not previously available. This change in accounting estimate
resulted in a $5,600,000 charge in May 1994.
Note K - Loss on long-term contracts and agreements
In accordance with the Company's policy of recognizing
losses on backlog and long-term pricing agreements, loss reserves
of $19,000,000 are included in the accompanying May 28, 1994
balance sheet as follows:
<TABLE>
<CAPTION>
May 28, December 31,
1994 1993
(000's omitted)
<S> <C> <C>
Other short-term liabilities $ 7,000 $ -
Other long-term liabilities 12,000 -
Total $19,000 $ -
</TABLE>
These loss reserves were assumed as part of the acquisition
of Cameron on May 26, 1994.
Note L - Commitments and contingencies
At May 28, 1994, certain lawsuits arising in the normal
course of business were pending. The Company denies all material
allegations of these complaints. In the opinion of management,
the outcome of legal matters will not have a material adverse
effect on the Company's financial position, results of operations
or liquidity.
-15-<PAGE>
<PAGE> 16
WYMAN-GORDON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
May 28, 1994
Note L - Commitments and contingencies (Continued)
As of May 28, 1994, the Company had contributed $4,100,000
in cash towards its share of the capital requirements of its
Australian joint venture for the production of Nickel-based
superalloy. The Company is committed to contribute an additional
$3,400,000 to the joint venture. However, the joint venture has
entered into a credit agreement with an Australian bank which the
Company expects will provide sufficient liquidity to meet the
joint venture's future cash requirements. The Company has
guaranteed 25% of the joint venture's obligations under the
credit agreement totalling $17,500,000. This guarantee expires
at such time as the joint venture demonstrates its ability to
produce commercially acceptable products.
-16-<PAGE>
<PAGE> 17
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION
Results of Operations
The principal markets served by the Company are commercial
aerospace and defense equipment. Revenue by market for the
respective periods were as follows (000's omitted):
<TABLE>
<CAPTION>
Two Months Ended Two Months Ended
May 28, 1994 May 29, 1993
% of % of
Amount Total Amount Total
<S> <C> <C> <C> <C>
Commercial Aerospace $18,322 53% $21,912 56%
Defense equipment 14,919 43% 16,042 41%
Other 1,467 4% 1,174 3%
$34,708 100% $39,128 100%
</TABLE>
<TABLE>
<CAPTION>
Five Months Ended Five Months Ended
May 28, 1994 May 29, 1993
% of % of
Amount Total Amount Total
<S> <C> <C> <C> <C>
Commercial Aerospace $48,942 56% $ 55,103 54%
Defense equipment 33,928 39% 42,858 42%
Other 4,106 5% 4,082 4%
$86,976 100% $102,043 100%
</TABLE>
Two Months Ended May 28, 1994 ("Two Months 1994") vs. Two Months
Ended May 29, 1993 ("Two Months 1993")
Revenues for the Two Months 1994 decreased $4.4 million or
11.3% from the comparable period of 1993. This decline in
revenues was primarily attributable to continued sluggishness in
the aerospace industry. Also, $1.4 million was attributable to
Wyman-Gordon Composites, Inc., which was sold by the Company
during November 1993, are included in Two Months 1993 revenues.
The Company's gross margins were a negative 19.4% in the Two
Months 1994 as compared to 5.8% in the Two Months 1993.
Primarily, the decline in gross margins is the result of several
significant charges totalling $8.7 million recorded in the Two
Months 1994 and are identified as: (1) a change in an accounting
estimate for workers' compensation which resulted in a charge to
cost of sales of $4.2 million or 12.1% as a percent of revenues,
(2) $.6 million charge or 2% as a percent of revenues recognized
for futures contract hedging losses and (3) $3.9 million or
-17-<PAGE>
<PAGE> 18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Two Months Ended May 28, 1994 (Second Quarter 1994) vs. Two
Months Ended May 29, 1993 (Second Quarter 1993)(Continued)
11.2% of revenues for excess inventory. Additionally, customer
invoked pricing pressures coupled with lower production volume
continued to have a negative impact on margins. Gross margins
benefitted from an inventory LIFO credit of $2.6 million in the
Two Months 1994 as compared to $1.0 million in the same period of
1993. Excluding the benefit of the LIFO credit and significant
charges, the Company's gross margins were (1.7%) and 3.3% in the
Two Months 1994 and 1993, respectively.
Selling, general and administrative expenses were $10.7
million or 30.8% as a percent of revenues in the Two Months 1994
as compared to $3.4 million or 8.6% as a percent of revenues in
the same period of 1993. The increase in selling, general and
administrative expenses is due to significant charges totalling
$7.6 million recorded in the Two Months 1994 and are identified
as follows: (1) $4.2 million of employee benefit related accruals
including $1.4 million from changes in an accounting estimate for
workers' compensation, (2) $2.9 million for resolution of
contractual matters and (3) $.5 million of other significant
charges. Excluding the effect of significant charges, the
Company's selling, general and administrative expenses in the Two
Months 1994 were $3.1 million or 8.8% as a percent of revenues as
compared to $3.4 million or 8.6% as a percent of revenues in the
same period of 1993.
The Company recorded restructuring charges of $30.6 million
during the Two Months 1994, no such charges were recognized
during the corresponding period of 1993. These charges include
$24.1 million of planned costs of integrating the Company's
forgings operations with those of Cameron Forged Products Company
("Cameron") which the Company acquired on May 26, 1994.
Restructuring charges of $5.2 million relate to the closure of a
castings facility and $1.3 million in asset write-downs.
The Company recorded a $2.0 million environmental charge
which represents anticipated future environmental expenses
related to the Company's Grafton, Massachusetts facility.
Interest expense was $2.6 million in the Two Months 1994 as
compared to $1.5 million for the same period of 1993. The
increase in interest expense is mainly due to the write-off of
$1.2 million of bank fees related to refinancing of the prior
credit facility.
Miscellaneous, net expense was $.1 million for the Two
Months 1994 as compared to $.3 million for the same period of
1993.
-18-<PAGE>
<PAGE> 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Five Months Ended May 28, 1994 ("Five Months 1994") vs. Five
Months Ended May 29, 1993 ("Five Months 1993")
Revenues for the Five Months 1994 decreased $15.1 million
(or 14.8%) from the comparable period of 1993. This decline in
revenues was primarily attributable to continued sluggishness in
the aerospace industry. Also, $4.6 million in Five Months 1993
revenues were from Wyman-Gordon Composites, Inc. which was sold
by the Company during November 1993.
The Company's gross margins were a negative 7.8% for Five
Months 1994 as compared to 8.0% in the Five Months 1993.
Customer invoked pricing pressures coupled with lower production
volume continued to have a negative impact on margins.
Additionally, gross margin was negatively affected by several
significant charges totalling $8.7 million recorded in the Five
Months 1994 and are identified as: (1) a change in accounting
estimate for workers' compensation resulted in a charge to cost
of sales of $4.2 million or 4.8% as a percent of revenues, (2)
$.6 million charge or 1% as a percent of revenues recognized on
futures contract hedging losses and (3) $3.9 million or 4.5% of
revenues for excess inventory. Gross margins benefitted from an
inventory LIFO credit of $3.1 million in the Five Months 1994 as
compared to $2.9 million in the same period of 1993. Excluding
the benefit of the LIFO credit and significant charges, the
Company's gross margins were (1.4%) and 5.1% in the Five Months
1994 and 1993, respectively.
Selling, general and administrative expenses were $16.5
million or 19.0% as a percent of revenues for the Five Months
1994 as compared to $8.7 million or 8.5% as a percent of revenues
in the same period of 1993. The increase in selling, general and
administrative expenses is due to significant charges totalling
$7.6 million recorded in the Five Months 1994 and are identified
as follows: (1) $4.2 million of employee benefit related accruals
including $1.4 million from changes in an accounting estimate for
workers' compensation, (2) $2.9 million for resolution of
contractual matters and (3) $.5 million of other significant
charges. Excluding the effect of significant charges, the
Company's selling, general and administrative expenses for the
Five Months 1994 were $8.9 million or 10.2% as a percent of
revenues as compared to $8.7 million or 8.5% as a percent of
revenues in the same period of 1993.
The Company recorded restructuring charges of $30.6 million
during the Five Months 1994, no such charges were recognized
during the corresponding period of 1993. These charges include
$24.1 million of planned costs of integrating the Company's
forgings operations with those of Cameron Forged Products Company
which the Company acquired on May 26, 1994. Restructuring
charges of $5.2 million relate to the closure of a castings
facility and $1.3 million to asset write-downs.
-19-<PAGE>
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Five Months Ended May 28, 1994 (First Five Months of 1994) vs.
Five Months Ended May 29, 1993 (First Five Months of 1993)
(Continued)
The Company recorded a $2.0 million environmental charge
which represents anticipated future environmental expenses
related to the Company's Grafton, Massachusetts facility.
Interest expense was $5.0 million in the Five Months 1994 as
compared to $4.7 million for the same period of 1993. Interest
expense increased $0.8 million for the Five Months 1994 as
compared to the same period of 1993 due to a higher interest rate
and higher average debt during the Five Months 1994 as compared
to the same period of 1993. Additionally, the Company wrote-off
financing fees relating to credit facilities amounting to $1.2
million and $1.7 million in the Five Months 1994 and 1993,
respectively.
Miscellaneous, net expense was $.5 million for the Five
Months 1994 as compared to $0.7 million for the same period of
1993.
Liquidity and Capital Resources
Cash used by operations of $9.1 million resulted primarily
from a $22.0 million loss from operations before restructuring
and environmental charges and depreciation and amortization,
increases in non-working capital items of $1.6 million and
expenditures of $1.4 million for restructuring, disposal and
environmental offset by decreases in working capital items of
$15.9 million.
The Company from time to time expends cash on capital
expenditures for more cost effective operations and joint
development programs with the Company's customers. Capital
expenditures amounted to $13.9 million, $11.2 million and $10.2
million in the years ended December 31, 1993, 1992 and 1991,
respectively. Capital expenditures in the foreseeable future are
not expected to vary materially from historical levels. As of
May 28, 1994, the Company had contributed $4.1 million in cash
towards its share of the capital requirements of its Australian
joint venture for the production of nickel-based superalloy. The
Company is committed to contribute an additional $3.4 million to
the joint venture. However, the joint venture has entered into a
credit agreement with an Australian bank which the Company
expects will provide sufficient liquidity to meet the joint
venture's future cash requirements. The Company has guaranteed
25% of the joint ventures's obligations under the credit
agreement, this guarantee expires at such time as the joint
venture demonstrates its ability to produce commercially
acceptable products. In addition, the Company has committed to
expend $5.7 million on a waste water treatment facility to comply
with an administrative order, of which $1.8 million had been
spent as of May 28, 1994.
-20-<PAGE>
<PAGE> 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Liquidity and Capital Resources (Continued)
On March 30, 1994, the Company received $16.1 million as a
cash payment for deferred program costs. Deferred program costs
are primarily inventory, production, tooling, and other
miscellaneous costs which are estimated to be recoverable over
future sales. At March 30, 1994, the Company had a net
investment in the related program of $13.6 million. The excess
funds received, amounting to $2.5 million, has been recorded as
$0.8 million and $1.7 million of short-term and long-term
deferred revenue, respectively, which will be recognized over
future production related to such programs. No revenue has been
recognized to date. The cash payment to the Company does not
affect the long standing status as a supplier partner under its
Agreement with the customer.
During 1994, the Company incurred significant charges
totalling $50 million of which $21.5 million will require future
cash outlays (see Note G). Additionally, the Company estimates
$12.2 million in future cash outlays from direct costs associated
with the acquisition and integration of Cameron Forged Products
Company (see Note F). A summary of these items follows:
<TABLE>
<CAPTION>
Cash Non-Cash Total
(Millions)
<S> <C> <C> <C>
Significant Charges (Note G):
Cameron Integration Costs (Note G):
Movement of the Company's
machinery and equipment
and tooling dies $ 4.8 $ - $ 4.8
Relocation, severance and
other costs related to
personnel of the Company 5.9 - 5.9
Write-down of certain assets
of the Company no longer
intended to be used:
Metal production facility - 7.6 7.6
Forging equipment - 3.2 3.2
Machining and testing equipment - 2.6 2.6
Subtotal Cameron Integration 10.7 13.4 24.1
Employee benefit-related accruals 1.1 2.3 3.4
Change in accounting estimate
estimate (Note J) 5.6 - 5.6
Castings facility closure .5 4.7 5.2
Write-down of inventories - 2.8 2.8
Write-off of bank fees .2 1.0 1.2
Environmental - 2.0 2.0
Other 3.4 2.3 5.7
Subtotal significant charges 21.5 28.5 50.0
</TABLE>
-21-<PAGE>
<PAGE> 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Liquidity and Capital Resources (Continued)
<TABLE>
<CAPTION>
Cash Non-Cash Total
(Millions)
<S> <C> <C> <C>
Cameron Acquisition Direct Costs (Note F):
Integration costs:
Cost of relocating Cameron's
machinery and equipment
and tooling dies 4.4 - 4.4
Severance of Cameron personnel 4.9 - 4.9
Other Direct Costs:
Environmental .7 - .7
Other 2.2 - 2.2
Subtotal Cameron Acquisition
Direct Costs 12.2 - 12.2
Total significant charges and
Cameron Acquisition Direct Costs $33.7 $28.5 $62.2
</TABLE>
As of May 28, 1994, of the total cash items of $39.2 million
above, the Company expects to spend approximately $20.0 million
in fiscal 1995 and $19.2 thereafter.
The Company projects the potential cost savings that may be
achieved by the Company and Cameron on a combined basis as a
result of such measures to be approximately $25.0 million to
$30.0 million annually following an initial period of
consolidation. These projections are based upon a variety of
estimates and assumptions which, though considered reasonable by
the Company, might not be realized, and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control.
The Company cautions that no assurances can be made as to the
accuracy of these projections or as to the Company's ability to
achieve the projected cost savings. While these projections
represent the best judgment of the Company, such estimates and
the circumstances and conditions affecting the Company and
Cameron are likely to change substantially with the passage of
time.
As of May 28, 1994, the Company expects to spend $1.2
million in fiscal 1995 and $10.5 million thereafter on
environmental activities. The Company has completed all
environmental projects within established timetables and is
continuing to do so at the present time.
-22-<PAGE>
<PAGE> 23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND CHANGES IN FINANCIAL CONDITION (Continued)
Liquidity and Capital Resources (Continued)
In connection with its 1991 restructuring, the Company
expects to expend an additional $5.1 million over the next
several years, including approximately $2.4 million in fiscal
1995 and $2.7 million thereafter. For 1994 and thereafter, these
expenditures include consolidation and reconfiguration of
existing facilities of $2.3 million in fiscal 1995 and $2.7
million thereafter, and severance costs of $0.1 million in fiscal
1995.
The primary sources of liquidity available in 1995 to fund
the Company's operations, anticipated expenditures in connection
with the acquisition and integration of Cameron, its 1991
restructuring, planned capital expenditures and planned
environmental expenditures include available cash ($42.2 million
at May 28, 1994), borrowing capacity under the Company's $65.0
million Receivables Financing Program (see Note I), cash
generated by operations and reductions in working capital
requirements through planned inventory reductions and accounts
receivable management.
Cash from operations and debt are expected to be the
Company's primary sources of liquidity beyond 1995. The Company
believes that it has adequate resources to provide for its
operations and the funding of restructuring, integration of
Cameron, capital and environmental expenditures.
Accounting and Tax Matters
Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" ("FAS 112"). This standard provides
that the Company follow an accrual method of accounting, rather
than on the as-incurred basis formerly used for benefits payable
to employees when they leave the Company for reasons other than
retirement. The adoption of FAS 112 in the first quarter of 1994
has not had a material affect on earnings or financial position
of the Company.
-23-<PAGE>
<PAGE> 24
Part II.
Item 2. CHANGES IN SECURITIES
10 3/4% Senior Notes Due 2003 Supplemental Indentures - see
Note H to the Financial Statements contained in Part I, Item 1.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 24, 1994, the Company held a Special Meeting in lieu
of the annual meeting of stockholders. The holders of
approximately 87% of the 18,040,150 shares of common stock
outstanding as of the record date were represented at the meeting
either in person or by proxy. The following are the voting
results from the meeting:
1. The stockholders approved the integrated proposal for the
acquisition of Cameron Forged Products Company, a subsidiary
of Cooper Industries, Inc. for 16,500,000 new shares of
Wyman-Gordon Common Stock and $5 million in cash payable in
installments, (see Note E to the Financial Statements
contained in Part I, Item 1.) 12,688,157 votes in favor,
126,214 votes against, 91,321 abstentions and 2,828,328
broker non-votes.
2. The stockholders elected the following directors of the
Company, each for a three year term expiring in 1997 and
until his successor is elected and qualified:
<TABLE>
<CAPTION>
Votes
Votes Withheld
Director in Favor Authority
<S> <C> <C>
Robert G. Foster 15,624,306 109,714
Judith S. King 15,633,516 100,504
John C. Strauss 15,629,812 104,208
Charles A. Zraket 15,630,661 103,359
</TABLE>
3. The stockholders approved the selection of Ernst & Young,
independent public accountants, as the Company's auditors
for the year 1994, with 15,639,591 votes in favor, 33,024
votes against, 61,405 abstentions, and no broker non-votes.
Item 6. EXHIBITS AND REPORTS FILED ON FORM 8-K
On April 29, 1994, a current report on Form 8-K was filed to
report the following:
Item 5. Other Events
Pursuant to the Underwriting Agreement dated March 9,
1993 between Wyman-Gordon Company (the "Company") and
Donaldson, Lufkin & Jenrette Securities Corporation and
-24-<PAGE>
<PAGE> 25
Item 6. EXHIBITS AND REPORTS FILED ON FORM 8-K (Continued)
Salomon Brothers Inc related to the sale by the Company of
$90,000,000 of its 10 3/4% Senior Notes due 2003 (the
"Senior Notes"), the Company agreed to make generally
available to its securityholders an earnings statement
covering a period of at least twelve months after the
effective date of the Registration Statement pertaining to
such sale of the Senior Notes which shall satisfy the
provisions of Section 11(a) of the Securities Act of 1933
(the "Act") and Rule 158 under the Act.
In accordance with Section 11(a) and Rule 158 of the
Act, the Company included in this Form 8-K an unaudited
Statement of Operations for the twelve months ended April 2,
1994.
On June 9, 1994, a current report on Form 8-K was filed to
report the following:
Item 2. Acquisition or Disposition of Assets
* The acquisition of Cameron Forged Products Company on
May 26, 1994.
Item 5. Other Events
* 10 3/4% Senior Notes Due 2003 Supplemental Indenture
* 10 3/4% Senior Notes Due 2003 Second Supplemental
Indenture
* Receivables Financing Program
* Employment Arrangements
Item 7. Financial Statements, Pro forma Financial
Information and Exhibits
(a) Financial Statements of Businesses Acquired
Financial statements of Cameron Forged Products Company
for the periods specified in Rule 3-05(b) of Regulation S-X
along with a report of Ernst & Young independent auditors
thereon.
(b) Pro Forma Financial Statements
Pro forma financial statements relating to the Cameron
Forged Products acquisition pursuant to Article 11 of
Regulation S-X.
-25-<PAGE>
<PAGE> 26
Item 6. EXHIBITS AND REPORTS FILED ON FORM 8-K (Continued)
(c) Exhibits
The following exhibits were filed:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1 Amended and Restated Stock Purchase Agreement,
dated as of January 10, 1994, between the
Company and Cooper.
2 Investment Agreement, dated as of January 10,
1994, between the Company and Cooper.
3 Press release issued on by the Company on May
26, 1994.
4 Amendment dated May 26, 1994 to Investment
Agreement dated as of January 10, 1994, between
the Company and Cooper.
5 10 3/4% Senior Notes due 2003 Supplemental
Indenture dated May 19, 1994.
6 10 3/4% Senior Notes due 2003 Second
Supplemental Indenture and Guarantee dated May
27, 1994.
7 Revolving Credit Agreement dated as of May 20,
1994 among Wyman-Gordon Receivables Corporation,
the Financial Institutions Parties Hereto and
Shawmut Bank N.A. as Issuing Bank, as Facility
Agent and as Collateral Agent.
8 Receivables Purchase and Sale Agreement dated as
of May 20, 1994 among Wyman-Gordon Company,
Wyman-Gordon Investment Castings, Inc. and
Precision Founders Inc. as the Sellers, Wyman-
Gordon Company as the Servicer and Wyman-Gordon
Receivables Corporation as the Purchaser.
9 Employment Agreement effective March 24, 1994
between Wyman-Gordon Company and David P.
Gruber.
10 Employment Agreement effective March 4, 1994
between Wyman-Gordon Company and J. Douglas
Whelan.
11 Performance Share Agreement under the Wyman-
Gordon Company Long-Term Incentive Plan between
the Company and David P. Gruber dated as of May
24, 1994.
</TABLE>
-26-<PAGE>
<PAGE> 27
Item 6. EXHIBITS AND REPORTS FILED ON FORM 8-K (Continued)
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
12 Executive Severance Agreement between the
Company and J. Douglas Whelan dated as of May 1,
1994.
</TABLE>
Item 8. Change in Fiscal Year
On May 24, 1994, the Company's Board of Directors voted
to change the Company's fiscal year-end from one which ended
on December 31 to one which ends on the Saturday nearest to
May 31.
-27-<PAGE>
<PAGE> 28
SIGNATURES
Pursuant to the requirements 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.
Wyman-Gordon Company
Date: 7/12/94 By: /s/ Luis E. Leon
Luis E. Leon
Vice President,
Chief Financial Officer and Treasurer
Date: 7/12/94 By: /s/ Jeffrey B. Lavin
Jeffrey B. Lavin
Assistant Corporate Controller
-28-
