<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the Fiscal Year ended December 31, 1995
[ ] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the Transition Period from to
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
(Full Title of the Plan)
WYMAN-GORDON COMPANY
244 WORCESTER STREET
P.O. BOX 8001
NORTH GRAFTON, MASSACHUSETTS 01536-8001
(Name of Issuer of the Securities Held
Pursuant to the Plan and the Address
of its Principal Executive Offices)
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ITEM 1. CHANGES IN THE PLAN
Wyman-Gordon Company ("the Company") amended and restated the
Wyman-Gordon Company Savings/Investment Plan ("the Plan"). The
Company issued the Wyman-Gordon Company Savings/Investment Plan,
Plan and Trust Agreement, Second Complete Amendment and
Restatement December 20, 1994, generally effective April 1, 1992.
Pursuant to a stock purchase agreement between Cooper Industries,
Inc. and Wyman-Gordon Company, effective May 27, 1994, Wyman-
Gordon Forgings, Inc. (WGFI), formerly known as Cameron Forged
Products Company, became a subsidiary of Wyman-Gordon Company.
Effective as of July 1, 1994, assets from the Cooper Industries,
Inc. Savings and Stock Ownership Plan and the Cameron Iron Works,
USA, Inc. Savings Investment Plan for Hourly Employees
attributable to participants who, prior to May 27, 1994, were
employees of Cameron Forged Products Company and who on May 27,
1994 became employees of Wyman-Gordon Forgings, Inc., a subsidiary
of the Wyman-Gordon Company, were transferred to this Plan.
Effective October 1, 1995, Wyman-Gordon Investment Castings,
Inc. adopted the same stock matching policy offered to employees
of the Forgings Division. See Item 3. "Contributions Under the
Plan" below.
ITEM 2. CHANGES IN INVESTMENT POLICY
Effective as of July 1, 1994, assets from the Cooper
Industries, Inc. Savings and Stock Ownership Plan and the Cameron
Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees
attributable to participants who, prior to May 27, 1994, were
employees of Cameron Forged Products Company and who on May 27,
1994 became employees of WGFI, a subsidiary of the Company, were
transferred to this Plan. The assets included Cooper Common Stock
and Cooper Preferred Stock which assets are held in the Cooper
Common Stock Fund and Cooper Preferred Stock Fund, respectively.
A Participant's or Beneficiary's existing investment in the Cooper
Common Stock Fund and the Cooper Preferred Stock Fund as of July
1, 1994 and earnings thereon may continue to be invested in such
Funds until such time as the Participant or Beneficiary otherwise
elects to invest such portion of his or her Accounts or the
Administrator directs the liquidation of such Funds. The Cooper
Common Stock Fund and the Cooper Preferred Stock Fund are not
designated as available for investment by Participants or
Beneficiaries, except to the extent a Participant or Beneficiary
is permitted to exchange all or a portion of his or her investment
in the Cooper Preferred Stock Fund for an equivalent investment in
the Cooper Common Stock Fund.
During 1995, the Plan expanded its investment options to
include the Wells Fargo Bond Index Fund, The AIM Constellation
Fund, The Neuberger & Berman Guardian Trust Fund and the Templeton
Foreign Fund while eliminating the Stagecoach U.S. Treasury
Allocation Fund.
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<PAGE> 3
ITEM 2. CHANGES IN INVESTMENT POLICY, Continued
In addition, the Houston Cameron employees that came into the
Plan on May 27, 1994 had a one time option in 1995 to convert
their Cameron Preferred Stock that went into a debenture to Cooper
Cameron Stock, which is a separate entity from Cooper Industries.
During 1994, the Plan expanded its investment options to
include five Stagecoach LifePath Funds.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
Under the terms of the Plan, any contributions made by, or on
behalf, of the Participant of between 2% and 5% of a Participant's
annual compensation are matched by Wyman-Gordon Company ("the
Company") at its discretion at a rate determined by the Company's
Chief Executive Officer.
Effective April 1, 1993, the Company changed its contribution
policy whereby a stock match program was implemented for employees
of the Forgings Division. The Company matches 50% of each
Participant's quarterly contributions to the Plan with Wyman-
Gordon Company stock. Amounts eligible for the 50% stock match
are limited to 5% of the Participant's salary. The employer may
change the 50% matching rate or the 5% of considered pay to any
other percentages including 0%. The first quarterly match occurred
for the quarter beginning April 1, 1993 and ending June 30, 1993.
The Wyman-Gordon stock match for the Forgings Division amounted to
$803,826 in 1995.
Effective October 1, 1995, the Company's wholly-owned
subsidiary, Wyman-Gordon Investment Castings, Inc. (WGIC), adopted
the stock matching policy of the Forgings Division referred to
above. Prior to this date, WGIC matched 25% of each eligible WGIC
Participant's pre-tax contributions for the period, provided no
WGIC match contributions shall be made based upon a Participant's
contribution in excess of 15% of his or her pay. The WGIC total
1995 Wyman-Gordon stock match was $121,996 and the Company match
was $106,712 in cash.
For employees covered by the Labor Agreement with the United
Steelworkers of America, Local 2285, subject to the attainment
performance goals for each quarter of the fiscal year, the Company
shall make Stock Bonus Contributions on behalf of each
Participant.
The Stock Bonus Contributions for each period shall be
allocated among eligible Participants in an equal dollar amount,
up to a maximum of $0.25 for each Hour Worked up to a maximum of
40 Hours Worked per week. The dollar amount shall be determined
based on the percentage attainment of the pre-determined published
quarterly performance goal. Such amount shall be zero if the
percentage attainment of such goal is less than 90% and shall be
90% of the $0.25 (the maximum dollar amount) if the percentage
attainment is equal to 90%. For each incremental percentage in
excess of 90%, the dollar amount shall increase to a maximum of
100% of the $0.25.
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ITEM 3. CONTRIBUTIONS UNDER THE PLAN, Continued
The Employer shall make each period's Stock Bonus
Contribution in cash or in Company Stock.
If the Employer elects to make the period's Stock Bonus
Contribution in Company Stock, the number of shares of Company
Stock to be contributed will be determined by dividing the dollar
amount of the Stock Bonus Contribution for the period by the
average price of one share of Company Stock during the period.
ITEM 4. PARTICIPATING EMPLOYEES
At December 31, 1995, 3,721 employees were Participants in
the Plan.
ITEM 5. ADMINISTRATION OF THE PLAN
The Plan is administered jointly by a Plan Committee and a
Plan Investment Committee, both of whose members are appointed by
the Company's Chief Executive Officer.
The Plan Committee is responsible for the promulgation and
enforcement of necessary or appropriate rules and regulations for
the administration of the Plan, the interpretation of the terms of
the Plan, and the resolution of questions relating to an
individual's participation in the Plan. At December 31, 1995, the
members of the Plan Committee were:
<TABLE>
<CAPTION>
NAME OFFICE OR POSITION ADDRESS
<S> <C> <C>
Andrew. C. Genor Vice President, Wyman-Gordon Company
Chief Financial 244 Worcester Street
Officer and Treasurer P.O. Box 8001
North Grafton, MA
01536-8001
G. Lester Robertson Vice President, W-G Forgings, Inc.
Human Resources 10825 Telge Road
Forgings Division P.O. Box 40456
Houston, TX
77240-0456
Gerard J. Gould Pension & Investor Wyman-Gordon Company
Relations Manager 244 Worcester Street
P.O. Box 8001
North Grafton, MA
01536-8001
Wallace F. Whitney, Vice President, Wyman-Gordon Company
Jr. General Counsel and 244 Worcester Street
Clerk P.O. Box 8001
North Grafton, MA
01536-8001
</TABLE>
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ITEM 6. CUSTODIAN OF INVESTMENTS
Wells Fargo Bank N.A., 420 Montgomery Street, San Francisco,
California, a Delaware Corporation, is the custodian of the assets
held by the Plan. For the year ended December 31, 1995, Wells
Fargo Bank N.A. was paid fees of approximately $90,000 for its
services, which were paid by the Plan.
Wells Fargo's coverage for property of its customers under
custody and its agents is provided under the Banker's Professional
Liability Insurance which insures the bank and its customers
against all risks of loss resulting directly from one or more
fraudulent or dishonest acts by an employee acting alone or in
collusion with others, committed with the intent to have the
employer sustain a pecuniary loss and to profit personally
thereby, physical loss of property resulting from burglary,
robbery, theft, common law or statutory larceny, mysterious
disappearance or damage thereto, while such property is lodged
within offices or premises anywhere, or while in transit anywhere
in the custody of a messenger. The limit of the coverage for each
loss or claim or annual aggregate excess of deductible is $105
million for all Wells Fargo customers.
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
Each Participant is furnished with a quarterly statement
summarizing the activity within their investment accounts for the
quarter as well as the value of their investment accounts as of
the end of the quarter.
ITEM 8. INVESTMENT OF FUNDS
(a) For the three years ended December 31, 1995, no direct
brokerage commissions were paid by the Plan.
(b) During the year ended December 31, 1995, neither the
Plan nor any Investment Manager for the Plan, pursuant to an
agreement or understanding with a broker or otherwise through an
internal allocation procedure, directed the Plan's brokerage
transactions to a broker or brokers because of research services
provided.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Financial Statements of the Plan consisting of the
following are filed herewith:
(1) Report of Independent Auditors
(2) Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994
(3) Statements of Changes in Net Assets Available for
Plan Benefits for the Years Ended December 31,
1995, 1994 and 1993
(4) Supplemental Schedules
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ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS, (Continued)
(b) Exhibits: PAGE
(1) The Wyman-Gordon Company Savings/Investment
Plan is incorporated by reference to
Registration Statement No. 33-26980
on Form S-8. -
(2) Agreement establishing the Wyman-Gordon
Savings/Investment Trust is incorporated
by reference to Registration Statement
No. 33-26980 on Form S-8. -
(3) Consent of Independent Auditors R-3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Committee of Wyman-Gordon Company has duly
caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
Date 6/24/96 By /S/ANDREW C. GENOR
Andrew C. Genor
Vice President -
Chief Financial Officer
and Treasurer
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WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
For the Years Ended December 31, 1995, 1994 and 1993
with
Report of Independent Auditors
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Index to Financial Statements and
Supplemental Schedules
Pages
<S> <C>
Report of Independent Auditors R-2
Consent of Independent Auditors R-3
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 R-4/R-4A
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1995, 1994 and 1993 R-5A1/R-5C1
Notes to Financial Statements R-6
Additional Information for Item 30(a) -
Supplemental Schedule of Assets Held for
Investment Purposes as at December 31, 1995 R-18
Additional Information for Item 30(d) -
Supplemental Schedule of Reportable Transactions
for the Year Ended December 31, 1995 R-19A/R-19B
</TABLE>
R-1<PAGE>
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REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To The Trustees of Wyman-Gordon Company
Savings/Investment Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Wyman-Gordon Company Savings/
Investment Plan as of December 31, 1995 and 1994, and the related
statements of changes in net assets available for plan benefits
for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
plan benefits of the Wyman-Gordon Company Savings/Investment Plan
as of December 31, 1995 and 1994, and the changes in net assets
available for plan benefits for each of the three years in the
period ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment purposes at
December 31, 1995 and reportable transactions for the year then
ended are presented for purposes of complying with the Department
of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and are
not part of the basic financial statements. The Fund Information
in the statement of changes in net assets available for benefits
is presented for purposes of additional analysis rather than to
present the changes in net assets available for benefits of each
fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Boston, Massachusetts
June 3, 1996
R-2<PAGE>
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon
Company Savings/Investment Plan of our report dated June 3, 1996,
with respect to the financial statements and schedules of the
Wyman-Gordon Company Savings/Investment Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1995.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Boston, Massachusetts
June 18, 1996
R-3<PAGE>
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994
1995 1994
Invest- 1995 Invest- 1994
ment Fair ment Fair
at Cost Value at Cost Value
<S> <C> <C> <C> <C>
ASSETS
Investments, at
fair value:
Collective Investment
Funds:
AIM Constellation $ 451,398 $ 451,793
Income Accumulation
Fund of Wells
Fargo Bank N.A. 18,688,703 18,688,703 $18,644,060 $18,644,060
N&B Guardian
Trust 404,560 418,103 - -
Stagecoach LifePath
2000 810,996 850,254 736,062 710,998
Stagecoach LifePath
2010 724,841 799,301 580,976 557,322
Stagecoach LifePath
2020 517,004 572,496 301,464 291,298
Stagecoach LifePath
2030 123,039 144,214 96,950 93,911
Stagecoach LifePath
2040 73,533 85,273 57,792 56,489
Templeton
Foreign(I) 177,315 174,883 - -
Stagecoach Asset
Allocation 8,551,662 9,708,700 8,236,243 7,608,252
Stagecoach Bond
Index 5,995,467 6,091,149 - -
Stagecoach Growth
Stock Fund 7,582,492 8,677,639 5,397,280 5,482,552
Stagecoach S&P 500
Fund 9,413,868 11,523,168 8,190,090 7,960,267
Stagecoach U.S.
Treasury
Allocation - - 6,730,538 6,327,085
58,185,676 47,732,234
Wyman-Gordon Stock
Fund 5,886,230 9,359,603 2,525,422 2,742,318
Cooper Common
Stock 1,096,638 1,160,824 1,440,005 1,396,805
Cooper Preferred
Stock 1,450,944 1,645,385 1,856,733 1,770,543
Cooper Cameron
Stock 26,320 54,983 - -
Participant Loans 1,717,611 1,443,050
Total assets 72,124,082 55,084,950
</TABLE>
R-4<PAGE>
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1995 and 1994 (Continued)
1995 1994
Invest- 1995 Invest- 1994
ment Fair ment Fair
at Cost Value at Cost Value
<S> <C> <C> <C> <C>
LIABILITIES
Participants'
withdrawals and
benefits payable - -
Net assets
available for
plan benefits $72,124,082 $55,084,950
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-4A<PAGE>
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1995
Stage-
AIM Income N&B coach
Constel- Accumu- Guardian LifePath
lation lation Trust 2000
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 59,897 $ 1,330,346 $ 41,360 $ 98,547
Employer 351 183,619 879 -
Rollovers - - - -
60,248 1,513,965 42,239 98,547
Interest 14,232 1,256,710 6,809 41,639
Net appreciation
in fair market
value of
investments 35,554 - 36,256 70,925
Total Additions 110,034 2,770,675 85,304 211,111
DEDUCTIONS
Participants'
withdrawals (448) (2,403,422) - 1,872
Plan administrative
expenses (421) (18,317) (261) (264)
Net transfers/
adjustments
in (out) 342,628 (304,293) 333,060 (73,463)
Total (deductions)
additions 341,759 (2,726,032) 332,799 (71,855)
Increase (decrease)
in net assets
available for
plan benefits 451,793 44,643 418,103 139,256
Net assets
available for
plan benefits:
Beginning of
year - 18,644,060 - 710,998
End of year $ 451,793 $18,688,703 $ 418,103 $ 850,254
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A1<PAGE>
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1995 (Continued)
Stage- Stage- Stage- Stage-
coach coach coach coach
LifePath LifePath LifePath LifePath
2010 2020 2030 2040
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $117,207 $ 61,305 $ 25,551 $ 23,704
Employer 22 61 9 10
Rollovers - - - -
117,229 61,366 25,560 23,714
Interest 30,499 19,838 5,665 3,225
Net appreciation
in fair market
value of
investments 101,154 71,265 26,147 14,732
Total Additions 248,882 152,469 57,372 41,671
DEDUCTIONS
Participants'
withdrawals 8,445 4,151 (9,053) 1,126
Plan administrative
expenses (359) (392) (206) (106)
Net transfers/
adjustments
in (out) (14,989) 124,970 2,190 (13,907)
Total (deductions)
additions (6,903) 128,729 (7,069) (12,887)
Increase (decrease)
in net assets
available for
plan benefits 241,979 281,198 50,303 28,784
Net assets
available for
plan benefits:
Beginning of
year 557,322 291,298 93,911 56,489
End of year $799,301 $572,496 $144,214 $ 85,273
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A2<PAGE>
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<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1995 (Continued)
Stage- Stage- Stage-
coach coach coach
Templeton Asset Bond Growth
Foreign(I) Allocation Index Stock
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 19,760 $ 770,875 $ 60,461 $ 991,595
Employer 230 24,103 4,905 29,052
Rollover - - - -
19,990 794,978 65,366 1,020,647
Interest 7,111 329,353 63,152 938,290
Net appreciation
in fair market
value of
investments 306 1,797,583 95,867 1,231,594
Total Additions 27,407 2,921,914 224,385 3,190,531
DEDUCTIONS
Participants'
withdrawals (108) (786,018) (14,569) (396,969)
Plan administrative
expenses (84) (6,791) (2,563) (6,721)
Net transfers/
adjustments
in (out) 147,668 (28,657) 5,883,896 408,246
Total (deductions)
additions 147,476 (821,466) 5,866,764 4,556
Increase (decrease)
in net assets
available for
plan benefits 174,883 2,100,448 6,091,149 3,195,087
Net assets
available for
plan benefits:
Beginning of
year - 7,608,252 - 5,482,552
End of year $174,883 $9,708,700 $6,091,149 $8,677,639
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A3<PAGE>
<PAGE> 17
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1995 (Continued)
Stage-
Stage- coach Cooper
coach Treasury Common Cooper
S&P 500 Allocation Stock Preferred
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 1,131,323 $ 344,520 $ - $ -
Employer 93,233 37,844 - -
Rollover 680,559 - 23,110 25,025
1,905,115 382,364 23,110 25,025
Interest 391,722 289,893 - -
Net appreciation
in fair market
value of
investments 2,561,920 458,128 139,048 321,058
Total Additions 4,858,757 1,130,385 162,158 346,083
DEDUCTIONS
Participants'
withdrawals (535,938) (426,184) (61,723) (55,134)
Plan administrative
expenses (37,089) (2,465) (21) (849)
Net transfers/
adjustments
in (out) (722,829) (7,028,821) (336,395) (415,258)
Total (deductions)
additions (1,295,856) (7,457,470) (398,139) (471,241)
Increase (decrease)
in net assets
available for
plan benefits 3,562,901 (6,327,085) (235,981) (125,158)
Net assets
available for
plan benefits:
Beginning of
year 7,960,267 6,327,085 1,396,805 1,770,543
End of year $11,523,168 $ - $1,160,824 $1,645,385
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A4<PAGE>
<PAGE> 18
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1995 (Continued)
Cooper
Cameron W-G
Stock Stock Fund Loans Total
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ - $ 445,032 $ - $ 5,521,483
Employer - 925,822 - 1,300,140
Rollover - 150,485 18,198 897,377
- 1,521,339 18,198 7,719,000
Interest - - 150,171 3,548,309
Net appreciation
in fair market
value of
investments 34,787 3,997,828 - 10,994,152
Total Additions 34,787 5,519,167 168,369 22,261,461
DEDUCTIONS
Participants'
withdrawals (2,351) (377,831) (78,434) (5,132,588)
Plan administrative
expenses - (12,832) - (89,741)
Net transfers/
adjustments
in (out) 22,547 1,488,781 184,626 -
Total (deductions)
additions 20,196 1,098,118 106,192 (5,222,329)
Increase (decrease)
in net assets
available for
plan benefits 54,983 6,617,285 274,561 17,039,132
Net assets
available for
plan benefits:
Beginning of
year - 2,742,318 1,443,050 55,084,950
End of year $ 54,983 $9,359,603 $1,717,611 $72,124,082
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A5<PAGE>
<PAGE> 19
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994
Stage- Stage- Stage-
coach coach coach
Income LifePath LifePath LifePath
Accumulation 2000 2010 2020
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 809,668 $ 67,337 $ 38,523 $ 28,610
Employer 101,776 - - -
Rollovers 5,413,418 - - -
6,324,862 67,337 38,523 28,610
Interest 495,137 14,449 13,685 5,720
Net appreciation
(depreciation)
in fair market
value of
investments - (27,001) (25,822) (12,804)
Total Additions 6,819,999 54,785 26,386 21,526
DEDUCTIONS
Participants'
withdrawals (1,137,465) (11,238) (18) (440)
Plan administrative
expenses (12,689) (253) (188) (256)
Net transfers/
adjustments
in (out) 6,096,519 667,704 531,142 270,468
Total (deductions)
additions 4,946,365 656,213 530,936 269,772
Increase (decrease)
in net assets
available for
plan benefits 11,766,364 710,998 557,322 291,298
Net assets
available for
plan benefits:
Beginning of
year 6,877,696 - - -
End of year $18,644,060 $ 710,998 $ 557,322 $ 291,298
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5B1<PAGE>
<PAGE> 20
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994 (Continued)
Stage- Stage- Stage- Stage-
coach coach coach coach
LifePath LifePath Asset Growth
2030 2040 Allocation Stock
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 12,471 $ 8,015 $ 804,846 $ 715,368
Employer - - 29,641 28,950
Rollovers - - - -
12,471 8,015 834,487 744,318
Interest 1,440 558 424,235 35,584
Net appreciation
(depreciation)
in fair market
value of
investments (3,933) (2,919) (721,805) 91,776
Total Additions 9,978 5,654 536,917 871,678
DEDUCTIONS
Participants'
withdrawals - (32) (879,679) (281,156)
Plan administrative
expenses (116) (66) (8,965) (7,430)
Net transfers/
adjustments
in (out) 84,049 50,933 (1,231,341) 1,353,161
Total (deductions)
additions 83,933 50,835 (2,119,985) 1,064,575
Increase (decrease)
in net assets
available for
plan benefits 93,911 56,489 (1,583,068) 1,936,253
Net assets
available for
plan benefits:
Beginning of
year - - 9,191,320 3,546,299
End of year $ 93,911 $ 56,489 $7,608,252 $5,482,552
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5B2<PAGE>
<PAGE> 21
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994 (Continued)
Stage-
Stage- coach Cooper Cameron
coach Treasury Common Forged
S&P 500 Allocation Stock Equity
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 800,142 $ 408,998 $ - $ -
Employer 63,175 38,829 - -
Rollover - 10,236,415 1,512,038 5,510,596
863,317 10,684,242 1,512,038 5,510,596
Interest 282,327 371,361 - -
Net appreciation
(depreciation)
in fair market
value of
investments (276,891) (548,233) (23,960) 101,705
Total Additions 868,753 10,507,370 1,488,078 5,612,301
DEDUCTIONS
Participants'
withdrawals (466,465) (199,791) (13,894) (28,119)
Plan administrative
expenses (8,801) (5,704) - -
Net transfers/
adjustments
in (out) 4,763,579 (7,511,186) (77,379) (5,584,182)
Total (deductions)
additions 4,288,313 (7,716,681) (91,273) (5,612,301)
Increase (decrease)
in net assets
available for
plan benefits 5,157,066 2,790,689 1,396,805 -
Net assets
available for
plan benefits:
Beginning of
year 2,803,201 3,536,396 - -
End of year $7,960,267 $ 6,327,085 $1,396,805 $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5B3<PAGE>
<PAGE> 22
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1994 (Continued)
Cooper W-G
Preferred Stock Fund Loans Total
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ - $ 204,216 $ - $ 3,898,194
Employer - 637,779 - 900,150
Rollover 2,116,152 - 767,010 25,555,629
2,116,152 841,995 767,010 30,353,973
Interest - - 82,099 1,726,595
Net appreciation
(depreciation)
in fair market
value of
investments (42,635) 311,569 - (1,180,953)
Total Additions 2,073,517 1,153,564 849,109 30,899,615
DEDUCTIONS
Participants'
withdrawals (61,340) (47,343) (59,513) (3,186,493)
Plan administrative
expenses (403) (2,793) - (47,664)
Net transfers/
adjustments
in (out) (241,231) 701,987 125,777 -
Total (deductions)
additions (302,974) 651,851 66,264 (3,234,157)
Increase (decrease)
in net assets
available for
plan benefits 1,770,543 1,805,415 915,373 27,665,458
Net assets
available for
plan benefits:
Beginning of
year - 936,903 527,677 27,419,492
End of year $1,770,543 $2,742,318 $1,443,050 $55,084,950
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5B4<PAGE>
<PAGE> 23
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
U.S.
Asset Growth S&P 500 Treasury
Allocation Stock Stock Allocation
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 716,590 $ 468,311 $ 400,918 $ 273,848
Employer 32,771 28,481 25,221 17,430
749,361 496,792 426,139 291,278
Net appreciation
in fair market
value of
investments 1,107,163 301,819 194,806 453,011
Total Additions 1,856,524 798,611 620,945 744,289
DEDUCTIONS
Participants'
withdrawals (329,325) (67,967) (154,542) (70,430)
Plan administrative
expenses (4,719) (2,535) (2,366) (1,730)
Net transfers/
adjustments
in (out) (8,418,106) (3,013,458) (2,668,193) (2,861,572)
Total (deductions)
additions (8,752,150) (3,083,960) (2,825,101) (2,933,732)
Increase (decrease)
in net assets
available for
plan benefits (6,895,626) (2,285,349) (2,204,156) (2,189,443)
Net assets
available for
plan benefits:
Beginning of
year 6,895,626 2,285,349 2,204,156 2,189,443
End of year $ - $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5C1<PAGE>
<PAGE> 24
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993 (Continued)
Income
Accumu- Wellsfunds Wellsfunds
lation Asset Growth Wellsfunds
Fund Allocation Stock S&P 500
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 465,374 $ 220,766 $ 146,954 $ 124,334
Employer 12,722 3,508 2,935 3,198
478,096 224,274 149,889 127,532
Interest 380,317 154,026 100,831 18,975
Net appreciation
(depreciation)
in fair market
value of
investments - (140,044) (24,531) 25,788
Total Additions 858,413 238,256 226,189 172,295
DEDUCTIONS
Participants'
withdrawals (1,409,326) (67,963) (69,626) (65,465)
Plan administrative
expenses (7,022) (1,400) (871) (742)
Net transfers/
adjustments
in (out) (2,077,179) 9,022,427 3,390,607 2,697,113
Total (deductions)
additions (3,493,527) 8,953,064 3,320,110 2,630,906
Increase (decrease)
in net assets
available for
plan benefits (2,635,114) 9,191,320 3,546,299 2,803,201
Net assets
available for
plan benefits:
Beginning of
year 9,512,810 - - -
End of year $6,877,696 $9,191,320 $3,546,299 $2,803,201
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5C2<PAGE>
<PAGE> 25
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993 (Continued)
Wellsfunds W-G
Treasury Stock
Allocation Fund Loans Total
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 93,169 $107,905 $ - $ 3,018,169
Employer 2,753 272,686 - 401,705
95,922 380,591 - 3,419,874
Interest 151,623 - 29,357 835,129
Net appreciation
(depreciation)
in fair market
value of
investments (210,649) (71,650) - 1,635,713
Total Additions 36,896 308,941 29,357 5,890,716
DEDUCTIONS
Participants'
withdrawals (69,738) (29,892) (6,190) (2,340,464)
Plan administrative
expenses (14,948) (1,094) - (37,427)
Net transfers/
adjustments
in (out) 3,584,186 111,209 232,966 -
Total (deductions)
additions 3,499,500 80,223 226,776 (2,377,891)
Increase (decrease)
in net assets
available for
plan benefits 3,536,396 389,164 256,133 3,512,825
Net assets
available for
plan benefits:
Beginning of
year - 547,739 271,544 23,906,667
End of year $3,536,396 $936,903 $527,677 $27,419,492
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5C3<PAGE>
<PAGE> 26
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Wyman-Gordon Company Savings/Investment Plan ("the Plan")
is a single employer defined contribution plan covering
certain employees of Wyman-Gordon Company ("the Company").
The Plan was established on January 1, 1981 for the purpose
of providing eligible employees with opportunities for (I)
convenient and regular personal savings; (II) sharing in
contributions by the Company out of its current and
accumulated net profits; and (III) supplementing retirement
benefits. The Plan is a single-employer contributory Plan
which is funded by a trust arrangement with the Wyman-Gordon
Savings/Investment Trust (the "Trust").
ELIGIBILITY
Wyman-Gordon Company ("the Company") has amended and restated
the Wyman-Gordon Company Savings/Investment Plan ("the
Plan"). The Company issued the Wyman-Gordon Company Savings/
Investment Plan, Plan and Trust Agreement, Second Complete
Amendment and Restatement on December 20, 1994, generally
effective April 1, 1992. Pursuant to a stock purchase
agreement between Cooper Industries, Inc. and Wyman-Gordon
Company, effective May 27, 1994, Wyman-Gordon Forgings, Inc.
(WGFI), formerly known as Cameron Forged Products Company,
became a subsidiary of the Wyman-Gordon Company. Effective
as of July 1, 1994, assets from the Cooper Industries, Inc.
Savings and Stock Ownership Plan and the Cameron Iron Works,
USA, Inc. Savings Investment Plan for Hourly Employees
attributable to participants who, prior to May 27, 1994, were
employees of Cameron Forged Products Company and who, on May
27, 1994, became employees of Wyman-Gordon Forgings, Inc., a
subsidiary of the Wyman-Gordon Company, were transferred to
this Plan.
Effective April 1, 1993, the Plan was amended to allow
Company employees covered under the Collective Bargaining
Agreement to participate in the Plan. Previously, any full-
time weekly or monthly employee not covered by a Collective
Bargaining Agreement who had been continuously employed by
the Company (or a participating subsidiary) for at least six
months was eligible to participate in the Plan.
FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) made a favorable
determination in a letter dated December 27, 1995 that the
Plan is qualified under Section 401 of the Internal Revenue
Code (the "Code"), and accordingly, the Trust thereunder has
been determined to be exempt from taxation under provisions
of Section 501(a) of the Code. The Plan has been amended
since receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is
currently operated in compliance with the applicable
provisions of the IRS.
R-6<PAGE>
<PAGE> 27
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
EMPLOYEE CONTRIBUTIONS
Upon becoming a Participant, an eligible employee may elect
to reduce his or her compensation between 1% and 15% and have
such amount contributed to the Plan by the employer as a
pre-tax contribution. With regard to a participant who is a
WGFI hourly employee, 20% is the maximum contribution. The
election shall be made in advance as a whole percentage of
their compensation. Additionally, an eligible employee may
elect to make after-tax contributions to the Plan subject to
the percentage limitations discussed above.
In addition, in no event shall the contributions made by or
on behalf of a Participant for a Plan year exceed certain
limitations as required by the Employee Retirement Income
Security Act of 1974 (ERISA). The Internal Revenue Code also
includes provisions which limit the amount of employer
contributions which may be made on behalf of any individual
Participant.
COMPANY CONTRIBUTIONS
Effective April 1, 1993, the Company changed its contribution
policy whereby a stock match program was implemented for
employees of the Forgings Division. The Company matches 50%
of each Participant's quarterly contributions to the Plan
with Wyman-Gordon Company stock. Amounts eligible for the
50% stock match are limited to 5% of the Participant's
salary. The employer may change the 50% matching rate or the
5% of considered pay to any other percentages including 0%.
The first quarterly match occurred for the quarter beginning
April 1, 1993 and ending June 30, 1993. The Wyman-Gordon
stock match for the Forgings Division amounted to $803,826,
$637,779 and $272,686 in 1995, 1994 and 1993, respectively.
Effective October 1, 1995, the Company's wholly-owned
subsidiary, Wyman-Gordon Investment Castings, Inc. (WGIC)
adopted the stock matching policy of the Forgings Division
referred to above. Prior to this date, WGIC matched 25% of
each eligible WGIC Participant's pre-tax contributions for
the period, provided no WGIC match contributions shall be
made based upon a Participant's contribution in excess of 15%
of his or her pay. The Company may change the 25% matching
rate or the 15% of considered pay to any other percentages
including 0%. The maximum dollar match is limited to $270
per Participant for the Plan year. The total WGIC Company
match for Plan years 1995, 1994 and 1993 was $106,712,
$262,371, $133,948, respectively and the Wyman-Gordon stock
match was $121,996 for the Plan year ended 1995.
R-7<PAGE>
<PAGE> 28
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
COMPANY CONTRIBUTIONS, (Cont.)
For employees covered by the Labor Agreement with the United
Steelworkers of America, Local 2285, subject to the
attainment performance goals for each quarter of the fiscal
year, the Company shall make Stock Bonus Contributions on
behalf of each Participant.
The Stock Bonus Contributions for each period shall be
allocated among eligible Participants in an equal dollar
amount, up to a maximum of $0.25 for each Hour Worked up to a
maximum of 40 Hours Worked per week. The dollar amount shall
be determined based on the percentage attainment of the pre-
determined published quarterly performance goal. Such amount
shall be zero if the percentage attainment of such goal is
less than 90% and shall be 90% of the $0.25 (the maximum
dollar amount) if the percentage attainment is equal to 90%.
For each incremental percentage in excess of 90%, the dollar
amount shall increase.
The Employer shall make each period's Stock Bonus
Contribution in cash or in Company Stock.
If the Employer elects to make the period's Stock Bonus
Contribution in Company Stock, the number of shares of
Company Stock to be contributed will be determined by
dividing the dollar amount of the Stock Bonus Contribution
for the period by the average price of one share of Company
Stock during the period.
PARTICIPANT ACCOUNTS
Each Participant's account is credited with the Participant's
contribution and allocation of the Company's contribution,
Plan earnings, and forfeitures of terminated Participants'
nonvested accounts. Allocations are based on Participant
earnings or account balances, as defined. The benefit to
which a Participant is entitled is the benefit that can be
provided from the Participant's account.
INVESTMENT FUNDS
Effective as of July 1, 1994, assets from the Cooper
Industries, Inc. Savings and Stock Ownership Plan and the
Cameron Iron Works, USA, Inc. Savings Investment Plan for
Hourly Employees attributable to participants who prior to
May 27, 1994, were employees of Cameron Forged Products
Company and who on May 27, 1994 became employees of WGFI, a
subsidiary of the Company, were transferred to this Plan.
The assets included Cooper Common Stock and Cooper Preferred
Stock which are held in the Cooper Common Stock Fund and
R-8<PAGE>
<PAGE> 29
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
Cooper Preferred Stock Fund, respectively. A Participant's
or Beneficiary's existing investment in the Cooper Common
Stock Fund and the Cooper Preferred Stock Fund as of July 1,
1994 and earnings thereon may continue to be invested in such
Funds until such time as the Participant or Beneficiaries
otherwise elects to invest such portion of his or her
Accounts or the Administrator directs the liquidation of such
Funds. The Cooper Common Stock Fund and the Cooper Preferred
Stock Fund are not designated as available for investment by
Participants or Beneficiaries, except to the extent a
Participant or Beneficiary is permitted to exchange all or a
portion of his or her investment in the Cooper Preferred
Stock Fund for an equivalent investment in the Cooper Common
Stock Fund.
During 1995, the Plan expanded its investment options to
include the Wells Fargo Bond Index Fund, the AIM
Constellation Fund, the Neuberger & Berman Guardian Trust
Fund and the Templeton Foreign Fund while eliminating the
U.S. Treasury Allocation Fund.
In addition, the Houston Cameron employees that came into the
Plan on May 27, 1994 had a one time option in 1995 to convert
their Cameron Preferred Stock that went into a debenture to
Cooper Cameron Stock, which is a separate entity from Cooper
Industries.
During 1994, the Company added Stagecoach LifePath Funds to
the menu of investment options. LifePath Funds are part of
the Stagecoach family of Mutual Funds sponsored and
distributed by Stephens, Inc. Member NYSE/SIPC and advised
by Wells Fargo Bank. During 1994 Wells Fargo changed the
name of its funds from "Wellsfunds" to "Stagecoach."
During 1993, the Company converted certain of its investments
in Wells Fargo collective trust funds to Wells Fargo mutual
funds.
Participants in the Plan have the following 17 investment
funds available:
The Stagecoach Asset Allocation Fund seeks to achieve
superior long-term gains at reasonable risk by actively
shifting investment among common stocks, U.S. Treasury bonds
and money market instruments. The investment strategy of the
Asset Allocation Fund focuses on the relative attractiveness
of asset classes at given points in time. The Fund uses a
computerized portfolio selection model to determine the
optimum mix among stocks, bonds and money market instruments.
There were 676 Participants in the Stagecoach Asset
Allocation Fund at December 31, 1995.
R-9<PAGE>
<PAGE> 30
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
The Bond Index Fund seeks to approximate as closely as
practicable before fees and expenses the total rate of return
of the U.S. market for issued and outstanding U.S. Government
and high-grade corporate bonds as measured by the Lehman
Brothers Government/Corporate Bond Index (the LB Bond Index).
The Fund seeks to achieve its investment objective by
investing all of its assets in the Master Series, which has
substantially the same investment objective as the Fund. The
Master Series seeks to achieve its objective by investing
substantially all of its assets in securities included in the
LB Bond Index, which is composed of approximately 5,000
issues of fixed-income securities, including U.S. Government
securities and investment grade corporate bonds, each with an
outstanding market value of at least $25 million and
remaining maturity of greater than one year. There were 529
Participants in the Stagecoach Bond Index Fund at December
31, 1995.
The Stagecoach S&P 500 Stock Fund seeks to achieve the same
total rate of return as the S&P 500 Index. The S&P 500 Stock
Fund invests in the same stocks and in substantially the same
percentages as the S&P 500 Index. The stocks included in the
Fund represent those held by the Index itself and do not
reflect subjective options concerning individual companies or
industries. There were 850 Participants in the Stagecoach
S&P 500 Stock Fund at December 31, 1995.
The Income Accumulation Fund invests in a mix of fixed-rate
and variable-rate securities with strong credit ratings. The
Fund diversifies its investments by limiting its holdings of
any one issuer to 10% of the Fund assets at the time of
purchase. This limitation does not apply to the U.S.
Government or its agencies. Between 25% and 50% of the Fund
is held in publicly traded instruments. There were 941
Participants in the Income Accumulation Fund at December 31,
1995.
The Stagecoach Growth Stock Fund seeks to provide investors
an above average rate of return as measured against the S&P
500 Index and against similar growth stock funds, through the
active management of a diversified portfolio of growth
oriented common stocks. The Fund will invest primarily in
common stocks that are expected to generate above market
rates of growth in revenues and earnings. There were 982
Participants in the Stagecoach Growth Stock Fund at December
31, 1995.
R-10<PAGE>
<PAGE> 31
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
The AIM Constellation Fund aggressively seeks to increases
shareholders' capital by investing principally in common
stocks, with emphasis on medium-sized and smaller emerging
growth companies. Management of the Fund will be
particularly interested in companies that are likely to
benefit from new or innovative products, services or
processes that should enhance such companies' prospects for
future growth in earnings. There were 130 Participants in
the AIM Constellation Fund at December 31, 1995.
The Neuberger & Berman Guardian Trust is a growth and income
fund that emphasizes investments in stocks of established,
high-quality companies considered to be undervalued in
comparison to stocks to similar companies. There were 87
Participants in the Neuberger & Berman Guardian Trust as of
December 31, 1995.
The Templeton Foreign Fund - Class I is long-term capital
growth, which it seeks to achieve through a flexible policy
of investing in stocks and debt obligations of companies and
governments outside the United States. There were 59
Participants in the Templeton Foreign Fund - Class I at
December 31, 1995.
LifePath Funds
Each LifePath Fund seeks to provide long-term investors with
an asset allocation strategy designed to maximize assets for
retirement or for other purposes consistent with the
quantitatively measured risk investors, on average, may be
willing to accept given their investment time horizon.
Specifically:
LifePath 2000 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investment) approximately in the year 2000. There were 42
Participants in the LifePath 2000 Fund at December 31, 1995.
LifePath 2010 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investment) approximately in the year 2010. There were 72
Participants in the LifePath 2010 Fund at December 31, 1995.
LifePath 2020 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investment) approximately in the year 2020. There were 70
Participants in the LifePath 2020 Fund at December 31, 1995.
R-11<PAGE>
<PAGE> 32
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
LifePath 2030 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investment) approximately in the year 2030. There were 43
Participants in the LifePath 2030 Fund at December 31, 1995.
LifePath 2040 Fund is managed for investors planning to
retire (or begin to withdraw substantial portions of their
investment) approximately in the year 2040. There were 25
Participants in the LifePath 2040 Fund at December 31, 1995.
The Wyman-Gordon Stock Fund invests in the common stock of
Wyman-Gordon Company. Amounts contributed to the
Wyman-Gordon Stock Fund may be temporarily invested in other
short-term investments pending the purchase of Company stock.
This Fund is subject to a relatively high degree of risk
because it is not a diversified investment and is subject to
any potential volatility in the price of the Company's common
stock. There were 2,031 Participants in the Wyman-Gordon
Stock Fund at December 31, 1995.
The Cooper Common Stock Fund invests in the common stock of
Cooper Industries. Amounts contributed to the Cooper Common
Stock Fund may be temporarily invested in other short-term
investments pending the purchase of Company stock. This Fund
is subject to a relatively high degree of risk because it is
not a diversified investment and is subject to any potential
volatility in the price of the Cooper's common stock. There
were 220 Participants in the Cooper Common Stock Fund at
December 31, 1995.
The Cooper Preferred Stock Fund invests in the common stock
of Cooper Industries. Amounts contributed to the Cooper
Preferred Stock Fund may be temporarily invested in other
short-term investments pending the purchase of Company stock.
This Fund is subject to a relatively high degree of risk
because it is not a diversified investment and is subject to
any potential volatility in the price of the Cooper's
Preferred common stock. There were 102 Participants in the
Cooper Preferred Stock Fund at December 31, 1995.
The Cooper Cameron Common Stock Fund invests in the Common
Stock of the Cooper Cameron Corporation ("Cameron"). Amounts
contributed to the Cameron Common Stock Fund may be
temporarily invested in other short-term investments pending
the purchase of Company stock. This Fund is subject to a
relatively high degree of risk because it is not a
diversified investment and is subject to any potential
volatility in the price of Cameron Common Stock. There were
17 Participants in the Cameron Common Stock Fund at December
31, 1995.
R-12<PAGE>
<PAGE> 33
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
DISTRIBUTIONS OF BENEFITS
A Participant (or his or her beneficiary in the case of his
or her death) may elect to have his or her vested account
balance paid to them following their termination of
employment with the Company, by submitting a completed
distribution election form to the Plan Administrator.
A Participant who is a WGFI hourly employee shall be paid in
the form of a single lump sum. Notwithstanding, if he or she
is a WGFI hourly employee at the time he or she is required
by law to commence distribution, or anytime thereafter, may
instead elect to be paid annually in a lump sum an amount
sufficient to comply with Code section 401(a)(9).
A Participant, other than a Participant who is a Wyman-Gordon
Forgings, Inc. Hourly Employee, may elect to be paid in any
of these forms:
(a) a single lump sum, or
(b) effective January 1, 1993, a portion paid in a lump sum,
and the remainder paid later, or
(c) periodic installments over a period not to exceed the
life expectancy of the Participant and his or her
Beneficiary.
Distributions shall be made in cash, except to the extent a
distribution consists of a repayment of any participant loan
and with regard to a single sum payment, except to the extent
a Participant elects payment in the form of whole shares of
Company Stock, Cooper Common Stock and Cooper Preferred Stock
and cash in lieu of fractional shares to the extent invested
in the Company Stock Fund, Cooper Common Stock Fund and
Cooper Preferred Stock Fund.
VESTING
A Participant shall be fully vested in these Accounts at all
times:
Pre-Tax Account
After-Tax Account
Rollover Account
WGIC Match Account
Prior Plan Account
R-13<PAGE>
<PAGE> 34
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
VESTING, (Cont.)
A Participant shall also be fully vested in his or her
Company Stock Match Account if (1) his or her hire date is on
or before April 1, 1993 and he or she was an Employee of the
Company on April 1, 1993 or (2) he or she was employed by
WGFI, a subsidiary of the Company, on May 27, 1994, and was
previously employed by Cameron Forged Products Company.
Notwithstanding, prior to the Effective Date, a Participant's
Employer Account became vested in accordance with a vesting
schedule then in effect.
A Participant's entire Account shall become fully vested once
he or she has attained his or her Normal Retirement Date as
an Employee or upon his or her leaving the Employer due to
his or her Disability or death.
In addition to the vesting provided above, a Participant's
Company Stock Match Account and Employer Matching Account
shall become vested in accordance with the following
schedules, unless (1) his or her hire date is on or before
April 1, 1993 and he or she was an Employee of the Company on
April 1, 1993 or (2) he or she was employed by WGFI, a
subsidiary of the Company, on May 27, 1994, and was
previously employed by Cameron Forged Products Company:
<TABLE>
COMPANY STOCK MATCH ACCOUNT "VESTING SCHEDULE"
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
<S> <C>
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
<TABLE>
EMPLOYER MATCHING ACCOUNT "VESTING SCHEDULE"
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
<S> <C>
Less than 5 0%
5 or more 100%
</TABLE>
If this vesting schedule is changed, the vested percentage
for each Participant shall not be less than his or her vested
percentage determined as of the last day prior to this
change, and for any Participant with at least three Years of
Vesting Service when the schedule is changed, vesting shall
be determined using the more favorable vesting schedule.
R-14<PAGE>
<PAGE> 35
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
WITHDRAWALS
Withdrawals may only be made in accordance with the terms of
the Plan. Hardship withdrawals of tax deferred
contributions and related earnings are subject to approval by
the Plan Administrator based upon the Participant's financial
need and are subject to IRS limitations.
Withdrawal of after-tax contributions, rollover account
withdrawals, withdrawals for Participants over age 59 1/2 and
withdrawals for certain Company contributions are allowed for
amounts up to the extent of Participant's account balance
with certain restrictions.
PLAN TRUSTEE AND CUSTODIAN
The Plan's Trustee and Custodian of its funds is Wells Fargo
Bank N.A.
PARTICIPANT LOANS
Participants may borrow, generally, up to the lesser of 50%
of their total vested account balance in the Plan or $50,000
less the highest outstanding plan loan balance during the
one-year period preceding the date of the new loan. The
loans bear interest at market rates and are repaid in regular
installments within five years. Early prepayment is allowed.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies
followed by the Plan in preparation of its financial
statements. The financial statements are prepared in
accordance with generally accepted accounting principles:
VALUATION OF INVESTMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. Such
valuations are generally determined as follows:
* Units of Wells Fargo Bank N.A. collective trust funds
are valued on the basis of the unit value established
for each fund at each valuation date. Valuation of
the Funds' units occurs, at a minimum, on a monthly
basis. Unit values are determined by dividing the
value of the Funds' net assets by the number of units
outstanding on the valuation date.
R-15<PAGE>
<PAGE> 36
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Cont.)
VALUATION OF INVESTMENTS, (Cont.)
* Stocks and mutual funds traded on security exchanges
are valued at closing market prices on the valuation
date.
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade date.
Interest income is accounted for on the daily accrual basis.
Dividend income is recorded on the ex-dividend date. The
cost of securities sold is computed on an average cost basis.
INVESTMENT INCOME
Net investment income, as earned, is allocated to Participant
accounts and reinvested. The Plan presents, in the
Statements of Changes in Net Assets Available for Plan
Benefits, net appreciation (depreciation) of the fair market
value of investments which consists of the realized gains or
losses and the unrealized appreciation (depreciation) on
those investments. Income from investments is recorded as
earned on an accrual basis.
PURCHASES AND REDEMPTIONS OF UNITS
The value of participating units, upon admission to or
withdrawal from the Funds, is based upon the market value of
net assets held as of the valuation date. Upon purchase or
redemption of units by a Participant, transaction costs
incurred for the related security transactions are borne by
that Participant.
EXPENSES
Account maintenance, transaction fees and expenses and
investment fund management and maintenance fees are paid by
the Plan and charged to the Participants accounts; all other
fees are paid by the Company.
RECLASSIFICATIONS
Where appropriate, prior year amounts have been reclassified
to permit comparison.
3. PLAN LIABILITIES
Wells Fargo Bank uses a daily valuation method whereby all
account activity and related transactions take place on the
same day as the day of record. Therefore, all benefit
payments to Participants or Plan expenses are paid from the
various funds on a current basis and at December 31, 1995,
there were no accrued liabilities for the Plan.
R-16<PAGE>
<PAGE> 37
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
<TABLE>
<CAPTION>
4. INVESTMENTS
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
1995 1994
<S> <C> <C>
Wells Fargo Bank N.A., Stagecoach
Asset Allocation Fund
(826,272 shares and 804,255 shares) $ 9,708,700 $ 7,608,252
Wells Fargo Bank N.A., Stagecoach
Growth Stock Fund (626,092 shares
and 488,641 shares) 8,677,639 5,482,552
Wells Fargo Bank N.A., Stagecoach
S&P 500 Fund (856,984 shares and
781,393 shares) 11,523,168 7,960,267
Wells Fargo Bank N.A., Stagecoach
Bond Index Fund (613,409 shares) 6,091,149 -
Wells Fargo Bank N.A., Stagecoach
U.S. Treasury Allocation Fund
(725,583 shares) - 6,327,085
Wells Fargo Bank N.A., Income
Accumulation Fund (1,504,642 shares
and 1,600,829 shares) 18,688,703 18,644,060
Wyman-Gordon Stock Fund
(451,718 shares) 9,359,603 -
</TABLE>
5. OTHER MATTERS
During the years ended December 31, 1995 and 1994 there were
no loans, fixed income obligations or leases in default or
classified as uncollectible by the Plan.
R-17<PAGE>
<PAGE> 38
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(a)
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS AT DECEMBER 31, 1995
(b) DESCRIPTION
OF INVESTMENT
INCLUDING
MATURITY DATE,
(a) IDENTITY OF ISSUE RATE OF INTEREST,
BORROWERS, LESSOR, OR COLLATERAL PAR (d) CURRENT
SIMILAR PARTY OR MATURITY VALUE (c) COST VALUE
<S> <C> <C> <C>
Wells Fargo Bank N.A. 20,071 Shares
AIM Constellation
Fund $ 451,398 $ 451,793
Wells Fargo Bank N.A. 30,275 Shares
Neuberger & Berman
Guardian Trust Fund 404,560 418,103
Wells Fargo Bank N.A. 80,062 Shares
Stagecoach
LifePath 2000 Fund 810,996 850,254
Wells Fargo Bank N.A. 70,735 Shares
Stagecoach
LifePath 2010 Fund 724,841 799,301
Wells Fargo Bank N.A. 48,806 Shares
Stagecoach
LifePath 2020 Fund 517,004 572,496
Wells Fargo Bank N.A. 11,948 Shares
Stagecoach
LifePath 2030 Fund 123,039 144,214
Wells Fargo Bank N.A. 6,860 Shares
Stagecoach
LifePath 2040 Fund 73,533 85,273
Wells Fargo Bank N.A. 19,050 Shares
Templeton Foreign(I) 177,315 174,883
Wells Fargo Bank N.A. 826,272 Shares
Stagecoach Asset
Allocation Fund 8,551,662 9,708,700
Wells Fargo Bank N.A. 613,409 Shares
Stagecoach Bond
Index Fund 5,995,467 6,091,149
</TABLE>
R-18<PAGE>
<PAGE> 39
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(a)
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS AT DECEMBER 31, 1995 (Continued)
(b) DESCRIPTION
OF INVESTMENT
INCLUDING
MATURITY DATE,
(a) IDENTITY OF ISSUE RATE OF INTEREST,
BORROWERS, LESSOR, OR COLLATERAL PAR (d) CURRENT
SIMILAR PARTY OR MATURITY VALUE (c) COST VALUE
<S> <C> <C> <C>
Wells Fargo Bank N.A. 626,092 Shares
Stagecoach Growth
Stock Fund 7,582,492 8,677,639
Wells Fargo Bank N.A. 856,984 Shares
Stagecoach
S&P 500 Fund 9,413,868 11,523,168
Wells Fargo Bank N.A. 1,504,642 Shares
Income Accumulation
Fund 18,688,703 18,688,703
Wells Fargo Bank N.A. 451,718 Shares
Wyman-Gordon
Stock Fund 5,886,230 9,359,603
Wells Fargo Bank N.A. 108,691 Shares
Cooper Common
Stock Fund 1,096,638 1,160,824
Wells Fargo Bank N.A. 144,819 Shares
Cooper Preferred
Stock Fund 1,450,944 1,645,385
Wells Fargo Bank N.A. 2,632 Shares
Cooper Cameron
Stock Fund 26,320 54,983
$61,975,010 $70,406,471
</TABLE>
R-18A<PAGE>
<PAGE> 40
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(b)DESCRIPTION
OF ASSETS
(INCLUDE INTEREST
(a)IDENTITY OF RATE AND MATURITY (c)PURCHASE (d)SELLING
PARTY INVOLVED IN CASE OF A LOAN) PRICE PRICE
SERIES (iii) REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF PLAN ASSETS:
<S> <C> <C> <C>
Wells Fargo Income Accumulation $5,248,587 $ -
Fund (187 Purchases, $ - $6,460,654
172 Sales)
Wells Fargo Stagecoach Asset $1,917,061 $ -
Allocation Fund $ - $1,614,197
(129 Purchases,
94 Sales)
Wells Fargo Stagecoach Bond $6,019,156 $ -
Index Fund $ - $ 23,874
(25 Purchases,
9 Sales)
Wells Fargo Stagecoach Growth $3,786,446 $ -
Stock Fund $ - $1,822,953
(154 Purchases,
82 Sales)
Wells Fargo Stagecoach S&P 500 $3,417,094 $ -
Fund (232 Purchases, $ - $2,407,913
107 Sales)
Wells Fargo Stagecoach U.S. $ 907,551 $ -
Treasury Allocation $ - $7,692,763
Fund (133 Purchases,
117 Sales)
Wells Fargo Wyman-Gordon Stock $4,606,761 $ -
Fund (237 Purchases, $ - $1,987,304
83 Sales)
</TABLE>
R-19A<PAGE>
<PAGE> 41
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
(h)CURRENT
(f)EXPENSE VALUE OF ASSET
(e)LEASE INCURRED WITH (g)COST ON TRANSACTION (i)NET GAIN
RENTAL TRANSACTION OF ASSET DATE OR (LOSS)
SERIES (iii) REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF PLAN ASSETS:
<S> <C> <C> <C> <C>
$ - $ - $5,248,587 $5,248,587 $ -
$ - $ - $6,460,654 $6,460,654 $ -
$ - $ - $1,917,061 $1,917,061 $ -
$ - $ - $1,601,642 $1,614,197 $ 12,555
$ - $ - $6,019,156 $6,019,156 $ -
$ - $ - $ 23,689 $ 23,874 $ 185
$ - $ - $3,786,446 $3,786,446 $ -
$ - $ - $1,601,233 $1,822,953 $221,720
$ - $ - $3,417,094 $3,417,094 $ -
$ - $ - $2,185,116 $2,407,913 $222,797
$ - $ - $ 907,551 $ 907,551 $ -
$ - $ - $7,638,089 $7,692,763 $ 54,674
$ - $ - $4,606,761 $4,606,761 $ -
$ - $ - $1,245,953 $1,987,304 $741,351
</TABLE>
R-19A-1<PAGE>
<PAGE> 42
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(b)DESCRIPTION
OF ASSETS
(INCLUDE INTEREST
(a)IDENTITY OF RATE AND MATURITY (c)PURCHASE (d)SELLING
PARTY INVOLVED IN CASE OF A LOAN) PRICE PRICE
SERIES (i) REPORTABLE TRANSACTIONS - SINGLE TRANSACTIONS IN EXCESS
OF 5% OF PLAN ASSETS:
<S> <C> <C> <C>
Wells Fargo Stagecoach Bond $4,227,912 $ -
Index Fund
(1 Purchase)
Wells Fargo Stagecoach U.S. $ - $4,239,677
Treasury Allocation
Fund (1 Sale)
</TABLE>
R-19B<PAGE>
<PAGE> 43
<TABLE>
<CAPTION>
Wyman-Gordon Company Savings/Investment Plan
ADDITIONAL INFORMATION FOR ITEM 27(d)
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
(h)CURRENT
(f)EXPENSE VALUE OF ASSET
(e)LEASE INCURRED WITH (g)COST ON TRANSACTION (i)NET GAIN
RENTAL TRANSACTION OF ASSET DATE OR (LOSS)
SERIES (i) REPORTABLE TRANSACTIONS - SINGLE TRANSACTIONS IN EXCESS
OF 5% OF PLAN ASSETS:
<S> <C> <C> <C> <C>
$ - $ - $4,227,912 $4,227,912 $ -
$ - $ - $4,192,064 $4,239,677 $47,613
</TABLE>
R-19B-1
