<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to [Section]240.14a-11(c) or
[Section]240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Wyman-Gordon Company
(Name of Registrant as Specified In Its Charter)
Wyman-Gordon Company
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[LOGO]
NOTICE OF 1996 ANNUAL MEETING,
PROXY STATEMENT,
AND
FORM 10-K
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<PAGE> 3
WYMAN-GORDON COMPANY
244 WORCESTER STREET
NORTH GRAFTON, MA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON OCTOBER 16, 1996
To the Holders of Common Stock:
The 1996 Annual Meeting of Stockholders of Wyman-Gordon Company will be
held at Worcester Historical Museum, 30 Elm Street, Worcester, Massachusetts on
Wednesday, October 16, 1996 at 10:00 A.M. for the following purposes:
(1) To elect five persons to the Board of Directors, four of whom shall be
elected for a three-year term expiring in 1999 and one of whom shall be
elected for a one-year term expiring in 1997, each such director to
serve until his successor is elected and qualified.
(2) To vote upon the selection of independent auditors for the Company for
the fiscal year 1997.
(3) To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
By vote of the directors, stockholders of record at the close of business
on August 14, 1996 are the stockholders entitled to vote at the 1996 Annual
Meeting.
It is important that your stock be represented at the Annual Meeting. You
are encouraged to date, sign and return your proxy in the accompanying envelope
to State Street Bank & Trust Company, Boston Financial Data Services, P. O. Box
8200, Boston, Massachusetts 02266-8200, whether or not you expect to be able to
attend the meeting in person. Your proxy is revocable up to the time it is
voted, and you may vote in person at the Annual Meeting even though you have
previously submitted your proxy.
You will note that the meeting location is different from previous years
and directions to Worcester Historical Museum are printed on the back cover of
this booklet.
WALLACE F. WHITNEY, JR.
Clerk
August 28, 1996
<PAGE> 4
WYMAN-GORDON COMPANY
244 WORCESTER STREET
NORTH GRAFTON, MASSACHUSETTS
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 1996
This Proxy Statement is furnished in connection with the Annual Meeting of
Stockholders of Wyman-Gordon Company to be held at Worcester Historical Museum,
30 Elm Street, Worcester, Massachusetts, on Wednesday, October 16, 1996 at 10:00
A.M. The Proxy Statement and the accompanying form of proxy are being mailed to
stockholders on or about August 28, 1996. A copy of the Company's Annual Report
on Form 10-K is attached to this Proxy Statement.
Proxies delivered in response to this solicitation may be revoked by
persons executing them at any time prior to the exercise of the power they
confer. The proxies are solicited by the Board of Directors of the Company. All
expenses in connection with the solicitation of proxies will be borne by the
Company. Solicitation may be made in part by telephone.
August 14, 1996 has been fixed as the record date for determination of
stockholders entitled to notice of and to vote at the Annual Meeting. The
outstanding capital stock of the Company, as of August 14, 1996 consisted of
35,706,713 shares of common stock, par value $1.00 per share, (the "Shares").
The Shares vote as a single class and each Share has one vote.
1. ELECTION OF DIRECTORS
Five directors will be elected at the meeting. Four directors will be
elected to hold office until the 1999 Annual Meeting of Stockholders and until
their successors are elected and qualified, while one director will be elected
to hold office until the 1997 Annual Meeting of the Stockholders and until such
director's successor is elected and qualified. Three of the nominees are
currently directors of the Company, while two of the nominees currently have no
affiliation with the Company. Unless authority to do so has been withheld or
limited in the proxy, it is the intention of the persons named as proxies to
vote the Shares to which the proxy relates for the election to the Board of
Directors of the five nominees listed below. The affirmative vote of a majority
of the Shares voting at the Annual Meeting is required for election.
NOMINEES FOR THREE-YEAR TERM
E. PAUL CASEY, age 66, Chairman and General Partner, Metapoint Partners,
Peabody, Massachusetts (an investment partnership). Director of the Company
since 1993. Member of the Management Resources and Compensation Committee. Term
expires in 1996.
Mr. Casey established Metapoint Partners in 1988. He served as Vice
Chairman of Textron, Inc. from 1986 to 1987 and as Chief Executive Officer and
President of Ex-Cell-O Corporation during 1978 to 1986. Mr. Casey is a Director
of Comerica, Inc. and Hood Enterprises, Inc., a Trustee of Henry Ford Health
Care System, and President of the Hobe Sound, Florida Community Chest.
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WARNER S. FLETCHER, age 51, Attorney and Director of the law firm of
Fletcher, Tilton & Whipple, P.C., Worcester, Massachusetts. Director of the
Company since 1987. Chairman of the Finance Committee and member of the
Directors' Committee. Term expires in 1996.
Mr. Fletcher is an Advisory Director of Bank of Boston, Worcester. He is
also Chairman of The Stoddard Charitable Trust, a Trustee of The Fletcher
Foundation, the George I. Alden Trust, the Worcester Polytechnic Institute, the
Worcester Foundation for Biomedical Research, the Bancroft School and the
Worcester Art Museum.
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<PAGE> 5
M HOWARD JACOBSON, age 63, Senior Advisor, Private Advisory Services,
Bankers Trust. Director of the Company since 1993. Member of the Directors'
Committee and the Finance Committee. Term expires in 1996.
Mr. Jacobson was for many years Chief Executive Officer, President and
Treasurer and a Director of Idle Wild Foods, Inc. until that company was sold in
1986. From 1989 to 1991 he was a Senior Advisor to Prudential Bache Capital
Funding. Mr. Jacobson is a Director of Allmerica Property & Casualty Cos., Inc.,
ImmuLogic Pharmaceutical Corporation, Stoneyfield Farm, Inc. and Boston Chicken,
Inc. He is Vice Chairman of the Board of Trustees of the Medical Center of
Central Massachusetts, Chairman of the Overseers of WGBH Public Broadcasting, a
Trustee of the Worcester Foundation for Biomedical Research, the Massachusetts
Biotechnology Research Institute, Worcester Polytechnic Institute, and a member
of the Harvard University Overseers' Committee on University Resources.
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DAVID A. WHITE, JR., age 54, Senior Vice President, Strategic Planning of
Cooper Industries, Inc.
Since joining Cooper Industries as a Planning Analyst in 1971, Mr. White
has served in various planning and finance capacities. In 1980, he was named
Vice President and General Manager of the Cooper Power Tools Division and in
1988 he became Vice President, Corporate Planning and Development. He assumed
his present position in 1996. Mr. White serves as Vice Chairman of the Strategic
Planning and Development Council of the Manufacturers' Alliance for Productivity
and Innovation.
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NOMINEE FOR ONE-YEAR TERM
CHARLES W. GRIGG, age 57, Chairman and Chief Executive Officer of SPS
Technologies, Inc., Jenkintown, Pennsylvania (a manufacturer of high technology
products in the fields of fastening, precision components and materials
handling).
Prior to joining SPS Technologies in 1993, Mr. Grigg spent ten years at
Watts Industries, Inc. (a Massachusetts manufacturer of valves for industrial
applications), the last nine of which he served as President and Chief Operating
Officer. From 1976 through 1983 Mr. Grigg worked at BTR PLC where he served
first as Chief Financial Officer and then as President of BTR's Worcester
Controls Division.
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CONTINUING DIRECTORS
ROBERT G. FOSTER, age 58, President, Chief Executive Officer and Chairman
of the Board of Commonwealth BioVentures, Inc., Portland, Maine (a venture
capital company engaged in biotechnology) since 1987. Director of the Company
since 1989. Member of the Audit Committee. Term expires in 1997.
Mr. Foster is a Director of United Timber Corp., Carr Separations, Phytera,
Neptune Pharmeuticals, ActiMed Laboratories, Inc., Brunswick Biomedical Corp.
and Watson Technologies. He is also a member of the Science & Technology Board
for the State of Maine.
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RUSSELL E. FULLER, age 70, Chairman of REFCO, Inc., Boylston, Massachusetts
(a supplier of specialty industrial products). Director of the Company since
1988. Chairman of the Directors Committee and member of the Finance Committee.
Term expires in 1998.
Mr. Fuller is Chairman and Treasurer of The George F. and Sybil H. Fuller
Foundation as well as a Trustee of The Medical Center of Central Massachusetts
and the Worcester County Horticultural Society.
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DAVID P. GRUBER, age 54, President and Chief Executive Officer of the
Company. Director of the Company since 1992. Member of the Finance Committee and
Directors Committee. Term expires in 1998.
Mr. Gruber was elected to his current position in May 1994 having served as
President and Chief Operating Officer of the Company since October 1, 1991.
Prior to that time, he was employed by Norton Company (manufacturer of abrasives
and ceramic products) since 1978 including serving as its Vice President,
Advanced
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<PAGE> 6
Ceramics from 1987 to 1991. He is a Director of Goulds Pumps, Inc., a Trustee of
the Manufacturers' Alliance for Productivity and Innovation, and is a member of
the Mechanical Engineering Advisory Committee of Worcester Polytechnic
Institute.
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JUDITH S. KING, age 61, Community Volunteer, Personal Investments. Director
of the Company since 1990. Member of Management Resources and Compensation
Committee. Term expires in 1997.
Mrs. King is also a Trustee and Treasurer of The Stoddard Charitable Trust.
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JOHN M. NELSON, age 65, Chairman of the Board of the Company. Director of
the Company since 1991. Member of the Finance and Directors Committees. Term
expires in 1998.
Mr. Nelson was elected to his present position in May 1994, having
previously served as the Company's Chairman of the Board and Chief Executive
Officer since May, 1991. Prior to that time, he served for many years in a
series of executive positions with Norton Company and was that company's
Chairman and Chief Executive Officer from 1988 to 1990 and its President and
Chief Operating Officer from 1986 to 1988. Mr. Nelson is also Chairman of the
Board of Directors of the TJX Companies, Inc., a Director of Brown & Sharpe
Manufacturing Company, Cambridge Biotechnology, Inc., Stocker & Yale, Inc. and
Commerce Holdings, Inc. He is also Chairman of the Board of Trustees of
Worcester Polytechnic Institute and Vice President of the Worcester Art Museum.
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H. JOHN RILEY, JR., age 55. Chairman, President and Chief Executive Officer
of Cooper Industries, Inc. Director of the Company since 1994. Member of the
Management Resources and Compensation Committee. Term expires in 1998.
Mr. Riley has served in a series of executive positions at Cooper
Industries, Inc. since 1982. He was named President and Chief Operating Officer
of Cooper Industries, Inc. in 1992, Chief Executive Officer in 1995 and Chairman
in 1996. He is also a Director and Chairman of Junior Achievement of Southeast
Texas, a Director of Central Houston, Inc., Houston Symphony, and the Houston
Forum, a member of the Business Round Table, and a Trustee of the Museum of Fine
Arts in Houston, and the Manufacturers' Alliance for Productivity and
Innovation.
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JON C. STRAUSS, age 56, Vice President and Chief Financial Officer of
Howard Hughes Medical Institute, Chevy Chase, Maryland (a medical research
institute and the largest private philanthropic organization in the United
States). Director of the Company since 1989. Chairman of the Audit Committee.
Term expires in 1997.
Prior to assuming his current position in 1994, Dr. Strauss served as
President of Worcester Polytechnic Institute, Worcester, Massachusetts since
1985. He is a Director of Computervision Corporation.
RETIRING DIRECTORS
Three individuals who have served as directors during the 1996 fiscal year
have discontinued or will discontinue their affiliation with the Board after the
Annual Meeting. Dewain K. Cross, whose term was to expire in 1998 has decided to
resign from the Board. George S. Mumford, Jr., whose term expires at the Annual
Meeting, has decided not to stand for re-election. Charles A. Zraket, whose term
was to expire at the 1997 Annual Meeting, has reached the Company's mandatory
retirement age.
COMMITTEES OF THE BOARD
The Board of Directors has standing Management Resources and Compensation,
Audit, Finance and Directors Committees.
The members of the Management Resources and Compensation Committee are Mr.
Zraket (Chairman), Mr. Casey, Mrs. King and Mr. Riley. Its principal functions
are to review and determine remuneration
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arrangements for senior management and to administer awards under the Company's
long-term incentive programs. The Committee held seven meetings during the
Company's 1996 fiscal year.
The members of the Audit Committee are Mr. Strauss (Chairman), Mr. Cross,
Mr. Foster, and Mr. Mumford. The Committee met twice during the Company's 1996
fiscal year. The principal functions of the Committee are to review the systems
of internal control, to recommend the engaging or discharging of independent
auditors, to consider the scope of the annual audit, and to review the audit.
The members of the Finance Committee are Mr. Fletcher (Chairman), Mr.
Cross, Mr. Fuller, Mr. Jacobson, Mr. Nelson, and Mr. Gruber. The principal
functions of the Committee are to monitor the overall financial condition of the
Company, and to provide oversight of pension and employee savings plan
investments. The Committee met once during the Company's 1996 fiscal year.
The members of the Directors Committee are Mr. Fuller (Chairman), Mr.
Fletcher, Mr. Jacobson, Mr. Zraket, Mr. Nelson, and Mr. Gruber. Its principal
functions are to assist in the identification of nominees for positions on the
Board and to advise on the structure and operation of the Board. The Committee
met once during the Company's 1996 fiscal year.
MEETINGS OF THE BOARD
The Board of Directors held seven meetings during the Company's 1996 fiscal
year. Non-employee directors of the Company received annual remuneration of
$10,000 for their services plus a fee of $600 for each Board meeting attended.
Those non-employee directors who are also members of the Audit, Finance,
Management Resources and Compensation or Directors Committees of the Board
receive additional compensation of $600 for each Committee meeting attended.
Effective May 29, 1996, the annual retainer was increased to $15,000 per year,
with Committee Chairmen receiving an additional $2,000 retainer, and the meeting
fees were increased to $800. Each director attended at least seventy-five
percent of the total number of Board and Committee meetings held while he or she
served as a director or member of a Committee.
SHARES OF COMPANY STOCK BENEFICIALLY OWNED BY CERTAIN OWNERS AND BY MANAGEMENT
<TABLE>
The following table shows as of August 14, 1996, information with respect
to the holdings of Shares of the Company's common stock, which is the only class
of stock outstanding, and by shareholders beneficially owning 5% or more of the
outstanding Shares and with respect to holdings of Shares by the Company's
directors, nominees for director, and executive officers.
<CAPTION>
OPTIONS
NAME AND ADDRESS OF SHARES OF COMPANY EXERCISABLE PERCENT
BENEFICIAL OWNER(1) STOCK BENEFICIALLY OWNED WITHIN 60 DAYS OF CLASS(2)
------------------- ------------------------ -------------- ------------
<S> <C> <C> <C>
Cooper Industries, Inc.(3)...................... 16,500,000 46.2%
600 Travis, Suite 5800
Houston, TX 77002
George F. and Sybil H. Fuller Foundation(4)..... 2,684,344 7.5%
730 Main Street
P.O. Box 257
Boylston, MA 01505
Directors and Officers:
E. Paul Casey................................. 20,000
Warner S. Fletcher(5)(6)...................... 2,693,724 666 7.5%
Robert G. Foster.............................. 10,200 666
Russell E. Fuller(4).......................... 2,689,344 666 7.5%
Andrew C. Genor............................... 16,074 8,333
Charles W. Grigg.............................. -- --
David P. Gruber............................... 185,592 152,333
M Howard Jacobson............................. 1,000 666
Judith S. King(5)............................. 2,077,996 666 5.8%
George S. Mumford, Jr......................... 92,040 666
John M. Nelson................................ 53,000 321,667 1.0%
</TABLE>
4
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<TABLE>
<CAPTION>
OPTIONS
NAME AND ADDRESS OF SHARES OF COMPANY EXERCISABLE PERCENT
BENEFICIAL OWNER(1) STOCK BENEFICIALLY OWNED WITHIN 60 DAYS OF CLASS(2)
------------------- ------------------------ -------------- -----------
<S> <C> <C> <C>
H. John Riley, Jr.(3)......................... -- 666
Sanjay N. Shah................................ 16,864 87,131
Jon C. Strauss................................ 1,200 666
J. Douglas Whelan............................. 23,976 2,666
David A. White, Jr.(3)........................ -- --
Wallace F. Whitney, Jr........................ 16,923 81,666
Charles A. Zraket............................. 17,000 666
All directors and executive officers as a
group...................................... 6,122,738 693,456 19.1%
<FN>
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(1) The address of all directors and executive officers is Wyman-Gordon Company,
244 Worcester Street, North Grafton, MA 01536
(2) Unless otherwise indicated, less than one percent. Includes exercisable
options.
(3) Pursuant to an Investment Agreement (the "Investment Agreement") between the
Company and Cooper Industries, Inc. ("Cooper") dated as of January 10, 1994,
the Company issued 16,500,000 Shares to Cooper on May 26, 1994 in connection
with the Company's acquisition of Cooper's Cameron Forged Products Division.
The Investment Agreement provides, in part, that during the term of the
Agreement, the Company will use its best efforts to cause two persons
designated by Cooper and reasonably acceptable to the Company to be elected
to the Board of Directors of the Company and to serve as directors of the
Company until their successors are duly elected and qualified. Cooper
previously has designated H. John Riley, Jr., the Chairman, President and
Chief Executive Officer of Cooper, and Dewain K. Cross, the retired Senior
Vice President, Finance of Cooper, as its representatives on the Company's
Board of Directors. In connection with the resignation of Mr. Cross from the
Board, Cooper has designated David A. White, Jr., the Senior Vice President,
Strategic Planning of Cooper, as its representative along with Mr. Riley.
The Company has agreed to vote all Shares for which the Company's management
or Board of Directors holds proxies or is otherwise entitled to vote in
favor of the election of the designees of Cooper except as may otherwise be
provided by shareholders submitting such proxies. In December 1995, Cooper
issued 16,500,000 6.0% Exchangeable Notes due January 1, 1999
(DECS[Service Mark]. At maturity, the DECS will be mandatorily exchanged by
Cooper into Shares, or at Cooper's option, cash. In connection with the
transaction and pursuant to the Investment Agreement, the Company registered
the up to 16,500,000 Shares that may be delivered pursuant to the terms of
the DECS. Pursuant to the terms of the Investment Agreement and the
agreement of the parties, a portion of the costs of registration and
associated costs was paid by the Company. Notwithstanding the sale of the
DECS, Cooper continues to own the 16,500,000 Shares, and the provisions of
the Investment Agreement will remain in force until such Shares are
exchanged at the maturity of the DECS.
(4) Russell E. Fuller is one of six trustees of the George F. and Sybil H.
Fuller Foundation (the "Fuller Foundation") and Shares owned by the Fuller
Foundation are therefore reported in the above table. Mr. Fuller disclaims
any beneficial interest in the Shares beneficially owned by the Fuller
Foundation.
(5) Warner S. Fletcher and Judith S. King are two of the five trustees of The
Stoddard Charitable Trust (the "Stoddard Trust"), a charitable trust which
owns 1,636,330 Shares. The Shares owned by the Stoddard Trust are therefore
reported in the above table. Mr. Fletcher and Mrs. King disclaim any
beneficial interest in the Shares owned by the Stoddard Trust.
(6) Mr. Fletcher is a trustee of the Fletcher Foundation, which holds 378,350
Shares and of other trusts that hold 179,880 Shares for the benefit of
Judith S. King and her sister, who are his cousins, and the Shares owned by
the Fletcher Foundation and by such trusts are therefore reported in the
above table. Mr. Fletcher disclaims beneficial ownership of such Shares.
</TABLE>
5
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COMPENSATION COMMITTEE REPORT
OVERALL POLICY
The Management Resources and Compensation Committee (the "Committee") of
the Board of Directors is composed entirely of non-employee directors. The
Committee is responsible for setting and administering the policies that govern
the Company's executive compensation and stock ownership programs.
The Company's executive compensation program is designed to be closely
linked to corporate performance and return to stockholders. To this end, the
Company maintains an overall compensation policy and specific compensation plans
that tie a significant portion of executive compensation to the Company's
success in meeting specified annual performance goals and to appreciation in the
Company's stock price. The overall objectives of this strategy are to attract
and retain talented executives, to motivate these executives to achieve the
goals inherent in the Company's business strategy, to link executive and
stockholder interests through equity based incentive plans and finally to
provide a compensation package that recognizes individual contributions as well
as overall business results.
The Committee approves the compensation of John M. Nelson, the Company's
Chairman of the Board, David P. Gruber, President and Chief Executive Officer,
and corporate executives who report directly to Mr. Gruber, including Messrs.
Genor, Shah, Whelan, and Whitney. The Committee also sets policies in order to
ensure consistency throughout the executive compensation program. In reviewing
the individual performance of the executives whose compensation is determined by
the Committee (other than Mr. Nelson and Mr. Gruber), the Committee takes into
account Mr. Gruber's evaluation of their performance.
There are three principal elements of the Company's executive compensation
program: base salary, annual bonus and long-term stock-based incentives
consisting of stock options and performance share grants. The Committee's
policies with respect to each of these elements, including the bases for the
compensation awarded to Mr. Gruber, are discussed below. In addition, while the
elements of compensation described below are considered separately, the
Committee takes into account the full compensation package provided by the
Company to the individual, including pension benefits, supplemental retirement
benefits, savings plans, severance plans, insurance and other benefits, as well
as the programs described below. In carrying out its responsibilities the
Committee has in recent years obtained advice from William M. Mercer & Co. and
Towers Perrin, compensation consulting firms.
BASE SALARIES
Base salaries for new executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace, including a
comparison to base salaries for comparable positions at other companies.
Annual salary adjustments are determined by evaluating the performance of
the Company and of each executive officer, and also take into account changed
responsibilities. The Committee also uses industry surveys to assist in ensuring
that executive salaries are consistent with industry practice.
Mr. Gruber serves as President and Chief Executive Officer of the Company
pursuant to a May 16, 1994 Employment Agreement. Mr. Gruber's Employment
Agreement calls for the payment of an annual base salary of $300,000 during his
service as the Company's Chief Executive Officer or such higher amount as the
Board may determine. At its meeting on September 18, 1995 the Committee approved
an increase in Mr. Gruber's annual salary to $350,000 in recognition of his
performance as Chief Executive Officer of the Company.
ANNUAL BONUS
The Company maintains a Management Incentive Plan ("MIP") under which
executive officers are eligible for an annual cash bonus. The Committee approves
individual employee's participation in, and awards under, the MIP based on
recommendations of Mr. Gruber. The Committee established goals for corporate net
income and cash generation as the basis of MIP payouts for the 1996 fiscal year.
During its fiscal year ended
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May 31, 1996, the Company had net income of $25.0 million, a significant
improvement over the $1.0 million of net income for fiscal year 1995. In
addition the Company's cash generation of $20.2 million (as measured by the
change in year-end net debt) exceeded plan. After review of the Company's
performance, the Committee authorized MIP payout of 100% of the maximum amount
under the MIP including a payment of $262,500 to Mr. Gruber.
At the time of the Company's acquisition of Cameron Forged Products Company
from Cooper Industries, Inc. in 1994, the Committee established an incentive
plan for key members of the Company's Forgings management team, including
Messrs. Whelan and Shah, designed to facilitate the consolidation of the two
forging entities. The plan was based on the achievement of annualized
consolidation cost savings and resulted in payments of incentive compensation if
$20 million of cost savings were achieved with a maximum payout of $30 million
annualized cost savings level. The plan was for a two year period following the
acquisition. During the two year period of the plan participants' salaries were
frozen and they did not participate in any other annual incentive compensation
plans. The Committee has determined that the savings recognized from the
transaction are well in excess of the $30 million level. Accordingly, the plan
has paid off the maximum levels which in the case of Mr. Whelan was 2 1/2 times
his base salary and in the case of Mr. Shah was twice his base salary. An
interim payment under the plan was made on account of the Company's Fiscal Year
1995.
STOCK BASED COMPENSATION
Under the Company's Long-Term Incentive Plan, which was approved by
stockholders at the 1995 Annual Meeting of Stockholders, and under predecessor
plans, options with respect to the Company's common stock may be granted to the
Company's key employees. In addition, the Committee may grant other stock-based
awards such as restricted shares, performance shares, phantom shares,
performance units and bonus awards. The Committee sets guidelines for the size
of awards based on similar factors, including industry surveys, as those used to
determine base salaries and annual bonus.
Stock-based compensation is designed to align the interests of executives
with those of the stockholders. The approach is designed to provide an incentive
for the creation of stockholder value since the full benefit of the compensation
package cannot be realized unless stock price appreciates. In the past the
Committee has made annual grants of stock options, and during the Company's 1996
Fiscal Year the Committee granted options to a total of 100 key employees. The
Committee believes that broad dissemination of options within the Company
enhances the benefits to the Company of stock-based incentives.
Upon completion of the consolidation of the Company's forging businesses
after the acquisition of Cameron Forged Products Company, the Committee believed
that it was important to continue to focus on the creation of long-term
shareholder value. With the advice of Towers Perrin, the Committee developed an
Executive Long-Term Incentive Plan ("LTIP") which will result in significant
payouts to the participants if significant price appreciation in the Company's
stock is achieved. Under the LTIP the Company's executive officers (including
Messrs. Gruber, Genor, Shah, Whelan, and Whitney) will not participate in the
annual grant of stock options for the five year term of the LTIP. The LTIP
provides for a one-time grant of stock options which are the normal options
under the Company's stock option plan except that they vest in equal
installments over four years rather than three. The second element of the plan
consists of performance stock options which are ten year options that vest upon
the achievement of certain stock prices. For example, 10% of the performance
stock options vest if the stock increases to $21.00 per Share and at $30.00 per
Share the performance stock options become fully vested. In any event, the
options vest seven years after the date of grant. The third element of the LTIP
is performance shares which are subject to risk of loss and forfeiture if the
Company stock price does not achieve certain price levels. The price levels are
the same as under the performance stock options and if the stock reaches a price
of $21.00 per Share 10% of the performance shares vest and are not subject to
forfeiture and similarly if the stock reaches $30.00 per Share the performance
shares vest in their entirety. If the stock fails to reach the target levels
during the five year term of the LTIP, then the performance shares are forfeited
to the extent the target levels have not been attained. Under the terms of the
LTIP, the Committee has granted 96,500 stock options, 457,500 performance stock
options, and
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<PAGE> 11
108,500 performance shares, including the grant to Mr. Gruber of 25,000 stock
options, 115,000 performance stock options and 28,500 performance shares.
When Mr. Gruber became Chief Executive Officer on May 24, 1994 the
Committee granted him 150,000 Shares under a Performance Share Agreement at
which time the Company's stock price was $5.125 per Share. At the time of grant,
the Shares issued to Mr. Gruber pursuant to this Agreement were subject to
restrictions and risk of forfeiture in that they vested in Mr. Gruber only if he
remained in the employ of the Company for a period of five years and if the
Company's stock reached certain target price levels of at least $10 per Share
with full vesting at $12 per Share. The $12 target has been achieved, and
consequently the Committee has approved an arrangement whereby these Shares will
be transferred to an irrevocable trust that will hold the Shares until May 24,
1999 when they will be distributed to Mr. Gruber.
In addition to the grants made to him under the LTIP, during the Company's
1996 fiscal year Mr. Gruber received options to purchase 25,000 Shares with an
exercise price of $12.625 per Share. Mr. Gruber now beneficially owns 185,592
Shares, including the 150,000 Shares issued to him in accordance with the
Performance Share Agreement and the 28,500 Shares granted to him under the LTIP.
In addition, Mr. Gruber has been granted options to purchase a total of 372,000
Shares.
The Committee believes that significant equity interests in the Company
held by the Company's management align the interests of shareholders and
management and foster an emphasis on the creation of shareholder value.
TAX MATTERS
The Omnibus Budget Reconciliation Act of 1993 imposes a limit, with certain
exceptions, on the amount that a publicly held corporation may deduct in any
year for the compensation paid or accrued with respect to its five most highly
compensated officers. The Committee intends to try to preserve the tax
deductibility of all executive compensation while maintaining the Company's
compensation program as described in this report. Towards this end the Company's
Long-Term Incentive Plan approved by the shareholders at the 1995 Annual Meeting
of Shareholders has been designed in such a manner so that awards thereunder to
the Company's executive officers, including LTIP awards, will qualify as
performance-based compensation and, therefore, deductible by the Company.
CONCLUSION
Through the incentive and stock-based option programs described above, a
significant portion of the Company's executive compensation is linked directly
to individual and corporate performance and stock price appreciation. The
Committee intends to continue the policy of linking executive compensation to
corporate performance and return to stockholders.
Charles A. Zraket, Chairman
E. Paul Casey
Judith S. King
H. John Riley, Jr.
8
<PAGE> 12
EXECUTIVE COMPENSATION
The remuneration of the Company's Chief Executive Officer and each of the
four most highly compensated executive officers at May 31, 1996 for services
rendered to the Company during its fiscal year then ended and, where applicable,
the Company's prior two full fiscal years ended May 31, 1995 and December 31,
1993 is reported in the table set forth below.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM AWARDS
ANNUAL COMPENSATION ---------------------------
NAME AND FISCAL ---------------------- PERFORMANCE NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR ENDED SALARY BONUS SHARE AWARDS OPTIONS COMPENSATION(1)
- - ---------------------- ---------- -------- -------- ------------ --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David P. Gruber 05/31/96 $333,336 $262,500 28,500(2) 165,000 $10,577
President and Chief 05/31/95 300,000 225,000 150,000(3) 12,000 8,021
Executive Officer 12/31/93 200,000 50,000 50,000 9,124
J. Douglas Whelan(4) 05/31/96 204,000 428,400 19,000(2) 104,500 6,916
President, Forgings 05/31/95 204,000 81,600 8,000 6,542
Division
Andrew C. Genor(5) 05/31/96 200,000 100,000 14,000(2) 78,000 69,716
Vice President, Chief 05/31/95 78,976 50,000 100,000 1,056
Financial Officer and
Treasurer
Sanjay N. Shah 05/31/96 135,200 216,326 14,000(2) 78,000 4,989
Vice President, 05/31/95 135,200 54,082 8,000 4,690
Corporate Strategy 12/31/93 135,200 6,000 4,101
Planning and Business
Development
Wallace F. Whitney,
Jr. 05/31/96 161,500 82,500 14,000(2) 78,000 6,222
Vice President,
General 05/31/95 144,000 72,000 8,000 5,200
Counsel and Clerk 12/31/93 144,000 30,000 6,000 6,494
<FN>
- - ---------------
(1) Consists of group term life insurance premiums, the value of the stock
allocated to the executive's account under the Company's Savings/Investment
Plan as a matching contribution, and in the case of Mr. Genor, moving
expense reimbursement and related income tax gross-up in 1996.
(2) These Shares were issued to Messrs. Gruber, Whelan, Genor, Shah, and Whitney
pursuant to the Long-term Incentive Plan described on pages 7 and 8 hereof.
Such Shares are subject to restrictions and risk of forfeiture. At May 31,
1996 these Shares issued to Messrs. Gruber, Whelan, Genor, Shah, and Whitney
had market values of $488,062, $325,375, $239,750, $239,750, and $239,750,
respectively. The holders of such Shares are entitled to receive dividends,
if any, paid by the Company with respect to such Shares.
(3) These Shares were issued to Mr. Gruber pursuant to the Performance Share
Agreement between Mr. Gruber and the Company which was approved by the
stockholders at the October 18, 1995 Annual Meeting. Such Shares will be
transferred to an irrevocable trust which will distribute them to him on May
16, 1999. At May 31, 1996 these Shares had a market value of $2,568,750.
(4) Compensation information for Mr. Whelan is not provided for years prior to
1995 since he was not an executive officer of the Company prior to that
time.
(5) Mr. Genor joined the Company on January 10, 1995 and thus the salary and
other compensation shown for 1995 represents a partial year.
</TABLE>
9
<PAGE> 13
<TABLE>
The table below presents information with respect to stock options
("Options") granted during the Company's fiscal year ended May 31, 1996 to the
Chief Executive Officer and the four most highly compensated executive officers
pursuant to the terms of the Wyman-Gordon Company Long-Term Incentive Plan (the
"Plan").
OPTION GRANTS DURING THE COMPANY'S
FISCAL YEAR ENDED MAY 31, 1996
<CAPTION>
POTENTIALLY REALIZABLE
VALUE AT ASSUMED RATE
OF STOCK PRICE
NUMBER % OF TOTAL EXERCISE APPRECIATION FOR
OF OPTIONS GRANTED TO PRICE OPTION TERM
OPTIONS EMPLOYEES IN PER EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR SHARE(1) DATE 5% 10%
---- ------- ------------------ -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
D.P. Gruber....................... 25,000 2.9 $12.625 10/18/05 $ 198,495 $ 503,025
140,000 16.26 16.625 4/17/06 1,463,752 3,709,436
J.D. Whelan....................... 10,000 1.16 12.625 10/18/05 79,398 201,210
94,500 10.97 16.625 4/17/06 988,033 2,503,869
A.C. Genor........................ 8,000 .92 12.625 10/18/05 63,518 160,968
70,000 8.13 16.625 4/17/06 731,876 1,854,718
S.N. Shah......................... 8,000 .92 12.625 10/18/05 63,518 160,968
70,000 8.13 16.625 4/17/06 731,876 1,854,718
W.F. Whitney, Jr. ................ 8,000 .92 12.625 10/18/05 63,518 160,968
70,000 8.13 16.625 4/17/06 731,876 1,854,718
<FN>
- - ---------------
(1) Exercise price of each option grant was equal to the market price of the
Shares on the date of grant.
</TABLE>
<TABLE>
The following table relates to aggregate grants of Options and SAR's under
the Plan and its predecessor plan, the 1975 Executive Long-Term Incentive
Program. Options granted prior to 1992 had stock appreciation rights ("SARs")
attached. No SARs are attached to the Options granted since 1991.
AGGREGATE OPTION/SAR EXERCISES IN THE COMPANY'S
1996 FISCAL YEAR AND MAY 31, 1996 OPTION/SAR VALUES
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
NO. OF OPTIONS/SAR'S OPTIONS/SAR'S
SHARES AT 5/31/96 AT 5/31/96(1)
ACQUIRED -------------- ---------------
ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)
---- -------- -------- -------------- ---------------
<S> <C> <C> <C> <C>
D.P. Gruber................................ 15,000 $196,375 167,333/ $2,126,996/
189,667 471,504
J.D. Whelan................................ -- -- 52,666/ 604,659/
134,834 439,090
A.C. Genor................................. 25,000 284,375 8,333/ 95,829/
144,667 837,670
S.N. Shah.................................. -- -- 87,131/ 1,071,723/
85,334 154,340
W.F. Whitney, Jr........................... 3,000 40,125 84,666/ 1,082,159/
85,334 154,340
<FN>
- - ---------------
(1) The value of an SAR attached to an Option granted prior to 1992 is equal to
80% of the excess of the fair market value of Shares of the Company's common
stock on the date of exercise over the exercise price of such option.
</TABLE>
10
<PAGE> 14
PENSION BENEFITS
All salaried employees and executive officers of the Company participate in
a defined benefit pension plan (the "Plan"). Under the terms of the Plan each
eligible employee receives a retirement benefit based on the number of years of
his or her credited service (to a maximum 35 years) and average annual total
earnings (salary plus incentive bonus only) for the five consecutive most highly
paid years during the ten years preceding retirement. In addition, with the
exception of Messrs. Nelson and Whelan, the executive officers covered by the
Summary Compensation Table and certain other key executives designated by the
Management Resources and Compensation Committee (the "Committee") are eligible
to receive benefits under the Supplemental Retirement Plan for Senior Executives
(the "Supplemental Plan"). Under the Supplemental Plan, participants who have
been employed by the Company for at least five years who retire at age 62 are
entitled to receive a pension equal to their highest average annual earnings
during any preceding 60-consecutive month period multiplied by 4% for each year
of service up to ten years and 2% per year from ten to fifteen years. This
supplemental benefit is reduced if the participant retires prior to age 62 and
is further reduced by certain other income benefits payable to participants
including social security payments and benefits paid under the Plan. If the
Committee so determines, payments under the Supplemental Plan may be terminated
if a retired participant becomes "substantively employed," as defined in the
Supplemental Plan, by another employer before age 65. The following table
indicates the aggregate estimated annual benefit payable, as single life annuity
amounts, under both the Plan and the Supplemental Plan to participants retiring
in various categories of earnings and years of service. To the extent that an
annual retirement benefit exceeds the limits imposed by the Internal Revenue
Code, the difference will be paid from the general operating funds of the
Company.
As of May 31, 1996, the individuals named in the Summary Compensation Table
had full credited years of service with the Company as follows: Mr.Gruber, four
years; Mr. Whelan, two years; Mr. Genor, one year; Mr. Shah, 23 years; and Mr.
Whitney, five years.
<TABLE>
PENSION BENEFITS
<CAPTION>
YEARS OF SERVICE
---------------------------------
15 AND
REMUNERATION 5 10 ABOVE
- - ------------ ------- ------- -------
<S> <C> <C> <C>
$200,000 ......................................... 40,000 80,000 100,000
250,000 ......................................... 50,000 100,000 125,000
300,000 ......................................... 60,000 120,000 150,000
350,000 ......................................... 70,000 140,000 175,000
400,000 ......................................... 80,000 160,000 200,000
450,000 ......................................... 90,000 180,000 225,000
500,000 ......................................... 100,000 200,000 250,000
550,000 ......................................... 110,000 220,000 275,000
600,000 ......................................... 120,000 240,000 300,000
650,000 ......................................... 130,000 260,000 325,000
700,000 ......................................... 140,000 280,000 350,000
</TABLE>
11
<PAGE> 15
TOTAL STOCKHOLDER RETURN
The graph presented below compares the yearly percentage change in the
Company's cumulative total stockholder return, assuming dividend reinvestment,
with the cumulative total return of the Dow Jones Equity Market Index, a broad
market index, and the Dow Jones Aerospace & Defense Sector index, which includes
several of the Company's most significant customers and other aerospace industry
companies, for the five-year period ending May 31, 1996.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN CHART
<CAPTION>
Year ending May 31,
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Aerospace & Defense 100 98.1 119.0 149.3 208.3 309.1
Equity Market Index 100 110.9 124.6 129.9 155.1 200.5
Wyman-Gordon Company 100 65.3 76.9 96.2 169.1 263.4
</TABLE>
AGREEMENTS WITH MANAGEMENT
At the time of his joining the Company in 1991, John M. Nelson, Chairman of
the Board, and the Company entered into an agreement that provides for a
five-year term of employment, defined pension benefits upon termination of his
employment and certain other employee benefits. The agreement also provides for
accelerated vesting of stock options and pension benefits and continuation of
employee benefits in the event of termination of his employment under specified
conditions.
At the time of his election as President and Chief Executive Officer in
1994, Mr. Gruber and the Company entered into an agreement that provides for a
two year term of employment and for continuation of employee benefits in the
event of termination of his employment under specified conditions. Mr. Gruber
and the Company have also entered into a Severance Agreement described below, a
Performance Share Agreement and irrevocable trust arrangement as described on
page 8, as well as the agreements pursuant to the LTIP described on pages 7 and
8.
The Company has entered into Severance Agreements with each of its
executive officers, other than Mr. Nelson, that would provide such officers with
specified benefits in the event of termination of employment within three years
following a change of control of the Company when both employment termination
and such change in control occur under conditions defined in the agreements.
Such benefits include a payment equal to a maximum of 250% of the executive
officer's annual compensation, continuation of insurance coverages for up to
twenty-four months following termination and accelerated vesting of existing
options and stock appreciation rights. No benefits are payable under the
Severance Agreements in the event of an executive officer's termination for
cause, in the event of retirement, disability or death or in cases of voluntary
termination in circumstances other than those specified in the agreements that
would entitle an executive
12
<PAGE> 16
officer to benefits. In addition the Company has entered into agreements with
its executive officers pursuant to the LTIP described on pages 7 and 8 hereof.
2. SELECTION OF AUDITORS
The Board of Directors, on the advice of the Audit Committee recommends the
selection of Ernst & Young LLP as auditors for the year 1997. That firm was
appointed as the Company's auditors in 1992, upon the recommendation of
management and approval of the Audit Committee.
The affirmative vote of a majority of the Shares voting at the Meeting is
required for the selection of Ernst & Young LLP as auditors. Representatives of
Ernst & Young LLP will be present at the Meeting to respond to questions and
will have an opportunity to make a statement if they desire to do so.
The Board of Directors recommends a vote FOR this proposal.
SECURITIES AND EXCHANGE COMMISSION REPORTS
During the Company's fiscal year ended May 31, 1996 Securities and Exchange
Commission ("SEC") Forms 4 (Statement of Changes in Beneficial Ownership) were
not timely filed by Mrs. King, Mr. Mumford, and Mr. Nelson. In addition, for the
Company's fiscal year ended May 31, 1996 Forms 5 (Annual Statement in Changes in
Beneficial Ownership) which were required to be filed to report the grant of
options to all officers and directors and the participant of certain officers in
the Company's Savings/Investment Plan during the year were not timely filed by
Mr. Riley and Mr. Zugel. All Forms 4 and 5 listed above have been subsequently
filed.
STOCKHOLDER PROPOSALS -- 1997 ANNUAL MEETING
All proposals of stockholders to be presented at the annual meeting of the
Company which will be held in 1997 must be received by the Clerk of the Company
before July 17, 1997, in order to be included in the proxy statement and form of
proxy which will relate to that meeting.
VOTING INSTRUCTIONS
The matters set forth in the Notice of Annual Meeting will be voted upon in
the order in which they are listed in the Notice. The proxy form accompanying
this Proxy Statement provides boxes by means of which stockholders executing the
proxy forms may vote for or withhold authority in the election of management's
nominees for election of directors. Proxies will be voted in accordance with
such designation or, if no such designation is indicated, will be voted in favor
of the election of the nominees. While management has no reason to believe that
any of the nominees will not be available as a candidate at the Annual Meeting,
should any of the nominees not be a candidate, the proxy will, unless authority
to vote has been withheld by the person giving the proxy, be voted for a
substitute designated by management. Proxies will be voted in accordance with
the marking of boxes on the other questions specified on the proxy and in the
absence of a designation, will be voted in the affirmative. If any other
business is brought before the meeting, proxies will be voted in accordance with
the judgment of the persons voting the proxies. Broker non-votes are counted in
establishing a quorum for the transaction of business at the Annual Meeting, but
are not voted for or against matters presented for stockholder consideration.
Proxy cards which are executed and returned without any designated voting
direction are voted in the manner stated on the proxy card. Abstentions with
respect to a proposal are not counted as favorable votes, and therefore have the
same effect as a vote against the proposal.
OTHER BUSINESS
The management of the Company knows of no other matters which may come
before the Annual Meeting. As to any other business which may properly come
before the meeting, proxies will be voted in accordance with the best judgment
of the persons voting such proxies.
13
<PAGE> 17
DIRECTIONS TO
WORCESTER HISTORICAL MUSEUM
FROM MASS PIKE:
Take Mass Pike to Exit 10 (Route 290, toward Worcester) to Exit 16 (East Central
Street). Left on East Central Street to Main Street. Left on Main, right on Elm
Street (one block on right). Follow Local Directions below.
FROM ROUTE 495:
Take 495 to Route 290 west towards Worcester. Take Exit 16 Central Street).
Right on East Central Street to Main Street. Left on Main, right on Elm Street
(one block on right). Follow Local Directions below.
LOCAL DIRECTIONS:
(Must drive past Museum after 1st traffic light on Elm because Museum parking is
off Chestnut Street and Chestnut Street is one-way from Pleasant Street). Take
Elm to Linden (two blocks). Left on Linden to Pleasant, (one block). Left on
Pleasant to Chestnut (one block). Museum is at the end of the block on left.
Museum parking directly behind Museum. Additional parking in Pearl-Elm garage
(on Pearl Street, one block from the Museum) or Worcester Center garage (four
blocks from Museum).
[MAP]
<PAGE> 18
WYMAN-GORDON COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OCTOBER 16, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby authorizes and appoints Andrew C. Genor and Wallace F.
Whitney, Jr., or either of them, as proxies with full power of substitution in
each, to vote all shares of common stock par value $1.00 per share ("Shares"),
of Wyman-Gordon Company (the "Company") held of record by the undersigned at
the Annual Meeting of Shareholders (the "Meeting") to be held at the Worcester
Historical Museum, 30 Elm Street, Worcester, Massachusetts on Wednesday,
October 16, 1996 at 10:00 a.m., and at any adjournments or postponements
thereof, on all matters that may properly come before said meeting.
This proxy when properly executed will be voted (i) as directed on the reverse
side, or in the absence of such directions, this proxy will be voted FOR each
of the Nominees named in Proposal 1 and FOR Proposal 2 and (ii) in accordance
with the best judgment of the persons voting such proxies.
<TABLE>
<S> <C>
----------------------------------------------------------------------------------
- - -------------------------PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE------------------------
----------------------------------------------------------------------------------
Signature(s) must correspond exactly with the name(s) as shown above. Where stock is registered jointly in the names of two or more
persons, ALL must sign. If this proxy is submitted by a corporation or partnership, it must be executed in the full corporate or
partnership name by a duly authorized person. When signing in a fiduciary or representative capacity (as attorney, trustee,
corporate officer, etc.), give your full title as such.
- - -----------------------------------------------------------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- - ------------------------------------------------------ -------------------------------------------------------------------
- - ------------------------------------------------------ -------------------------------------------------------------------
- - ------------------------------------------------------ -------------------------------------------------------------------
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
/X/ PLEASE MARK VOTES
AS IN EXAMPLE
With- For All
For hold Except
1.) Election of each of the following five persons to the / / / / / /
Board of Directors for the length of term set forth
below for such person and until his successor is
elected and qualified.
NOMINEES FOR THREE YEAR TERM EXPIRING IN 1999:
E. PAUL CASEY, WARNER S. FLETCHER, M HOWARD JACOBSON,
AND DAVID A. WHITE, JR.
RECORD DATE SHARES:
- - -------------------------------------- NOMINEE FOR ONE YEAR TERM EXPIRING IN 1997:
CHARLES W. GRIGG
If you do not wish your shares voted "FOR" a particular nominee, mark the "For All
REGISTRATION Except" box, and strike a line through the nominee(s) name. Your shares shall be voted
for the remaining nominees.
For Against Abstain
2.) Approval of the selection of Ernst & Young LLP as / / / / / /
independent auditors for the Company for fiscal
year 1997.
- - --------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF
THE PROPOSALS LISTED ABOVE.
--------------------
Please be sure to sign and date this Proxy Date Mark box at right if comments or address
- - --------------------------------------------------------------------- change have been noted on the reverse side
of this card. / /
- - -----Shareholder sign here-----------------Co-owner sign here -------
- - ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD DETACH CARD
</TABLE>
WYMAN-GORDON COMPANY
Dear Shareholder:
Please take note of the important information in the proxy materials enclosed
with this Proxy Ballot.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, October
16, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Wallace F. Whitney, Jr.
Clerk
