<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, 1996
[ ] 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)
1 of 3<PAGE>
<PAGE> 2
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: 6/27/97 By: /S/ANDREW C. GENOR
Andrew C. Genor
Vice President -
Chief Financial Officer
and Treasurer
-2-<PAGE>
<PAGE> 3
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
For the Years Ended December 31, 1996 and 1995
with
Report of Independent Auditors
-3-<PAGE>
<PAGE> 4
<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, 1996 and 1995 R-4/R-4A
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1996 and 1995 R-5A1/R-5B1
Notes to Financial Statements R-6
Additional Information for Item 30(a) -
Supplemental Schedule of Assets Held for
Investment Purposes as at December 31, 1996 R-19
Additional Information for Item 30(d) -
Supplemental Schedule of Reportable Transactions
for the Year Ended December 31, 1996 R-20A/R-20B
</TABLE>
R-1<PAGE>
<PAGE> 5
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, 1996 and 1995, and the related
statements of changes in net assets available for plan benefits
for the years then ended. 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, 1996 and 1995, and the changes in net assets
available for plan benefits for the years then ended, 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, 1996 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 27, 1997
R-2<PAGE>
<PAGE> 6
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 27, 1997,
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, 1996.
/S/ERNST & YOUNG LLP
Ernst & Young LLP
Boston, Massachusetts
June 27, 1997
R-3<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 and 1995
1996 1995
FAIR FAIR
VALUE VALUE
<S> <C> <C>
ASSETS
Investments, at fair value:
Collective Investment Funds:
AIM Constellation $ 2,098,316 $ 451,793
MasterWorks-Income
Accumulation 20,201,527 18,688,703
N&B Guardian Trust 848,304 418,103
MasterWorks-LifePath 2000 783,667 850,254
MasterWorks-LifePath 2010 1,264,152 799,301
MasterWorks-LifePath 2020 1,028,771 572,496
MasterWorks-LifePath 2030 243,803 144,214
MasterWorks-LifePath 2040 184,810 85,273
Templeton Foreign(I) 613,439 174,883
MasterWorks-Asset Allocation 9,544,075 9,708,700
MasterWorks-Bond Index 5,082,911 6,091,149
MasterWorks-Growth Stock 10,495,756 8,677,639
MasterWorks-S&P 500 Stock 16,013,721 11,523,168
68,403,252 58,185,676
Cooper Common Stock 1,043,192 1,160,824
Cooper Debenture 1,080,174 -
Cooper Preferred Stock - 1,645,385
Cooper Cameron Stock 102,434 54,983
Wyman-Gordon Stock 18,289,991 9,359,603
Participant Loans 2,365,587 1,717,611
Total assets $91,284,630 $72,124,082
</TABLE>
The accompanying notes are an integral part of these
financial statements.
R-4<PAGE>
<PAGE> 8
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996 and 1995
1996 1995
FAIR FAIR
VALUE VALUE
<S> <C> <C>
LIABILITIES
Participants'
withdrawals and
benefits payable - -
Net assets
available for
plan benefits $91,284,630 $72,124,082
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-4A<PAGE>
<PAGE> 9
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996
FUND INFORMATION
MASTERWORKS MASTER-
AIM INCOME N&B WORKS
CONSTEL- ACCUMU- GUARDIAN LIFEPATH
LATION LATION TRUST 2000
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 353,497 $ 1,422,667 $196,811 $ 88,491
Employer - - - -
353,497 1,422,667 196,811 88,491
Interest 69,003 1,046,728 19,269 31,873
Net appreciation
in fair market
value of
investments 117,803 - 90,679 18,581
Total additions 540,303 2,469,395 306,759 138,945
DEDUCTIONS
Participants'
withdrawals (3,437) (1,789,302) 830 (18,660)
Plan administrative
expenses (1,211) (14,638) (594) (215)
Net transfers
in (out) 1,110,868 847,369 123,206 (186,657)
Total (deductions)
additions 1,106,220 (956,571) 123,442 (205,532)
Increase (decrease)
in net assets
available for
plan benefits 1,646,523 1,512,824 430,201 (66,587)
Net assets
available for
plan benefits:
Beginning of
year 451,793 18,688,703 418,103 850,254
End of year $2,098,316 $20,201,527 $ 848,304 $ 783,667
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A1<PAGE>
<PAGE> 10
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued)
FUND INFORMATION
MASTER- MASTER- MASTER- MASTER-
WORKS WORKS WORKS WORKS
LIFEPATH LIFEPATH LIFEPATH LIFEPATH
2010 2020 2030 2040
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 173,983 $ 111,492 $ 58,283 $ 37,540
Employer - - - -
173,983 111,492 58,283 37,540
Interest 33,198 21,549 4,998 2,291
Net appreciation
in fair market
value of
investments 83,022 76,200 23,677 18,438
Total additions 290,203 209,241 86,958 58,269
DEDUCTIONS
Participants'
withdrawals (8,576) (12,649) (1,945) (2,152)
Plan administrative
expenses (495) (538) (264) (172)
Net transfers
in (out) 183,719 260,221 14,840 43,592
Total (deductions)
additions 174,648 247,034 12,631 41,268
Increase (decrease)
in net assets
available for
plan benefits 464,851 456,275 99,589 99,537
Net assets
available for
plan benefits:
Beginning of
year 799,301 572,496 144,214 85,273
End of year $1,264,152 $1,028,771 $243,803 $184,810
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A2<PAGE>
<PAGE> 11
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued)
FUND INFORMATION
MASTER- MASTER- MASTER-
WORKS WORKS WORKS
TEMPLETON ASSET BOND GROWTH
FOREIGN(I) ALLOCATION INDEX STOCK
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 107,829 $ 842,439 $ 366,152 $ 1,361,378
Employer - - - -
107,829 842,439 366,152 1,361,378
Interest 22,316 912,462 354,087 141,884
Net appreciation
in fair market
value of
investments 41,878 160,866 (275,271) 890,240
Total additions 172,023 1,915,767 444,968 2,393,502
DEDUCTIONS
Participants'
withdrawals 52,037 (461,071) (271,779) (305,114)
Plan administrative
expenses (423) (6,526) (3,306) (7,930)
Net transfers
in (out) 214,919 (1,612,795) (1,178,121) (262,341)
Total (deductions)
additions 266,533 (2,080,392) (1,453,206) (575,385)
Increase (decrease)
in net assets
available for
plan benefits 438,556 (164,625) (1,008,238) 1,818,117
Net assets
available for
plan benefits:
Beginning of
year 174,883 9,708,700 6,091,149 8,677,639
End of year $ 613,439 $9,544,075 $5,082,911 $10,495,756
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A3<PAGE>
<PAGE> 12
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued)
FUND INFORMATION
MASTER-
WORKS COOPER COOPER
S&P 500 COMMON COOPER CAMERON
STOCK STOCK DEBENTURE STOCK
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 1,619,857 $ - $ - $ -
Employer - - - -
1,619,857 - - -
Interest 516,544 - - -
Net appreciation
in fair market
value of
investments 2,288,338 179,241 119,470 57,028
Total additions 4,424,739 179,241 119,470 57,028
DEDUCTIONS
Participants'
withdrawals (345,776) (15,103) (100,153) (992)
Plan administrative
expenses (42,193) - (393) -
Net transfers
in (out) 453,783 (281,770) (584,135) (8,585)
Total (deductions)
additions 65,814 (296,873) (684,681) (9,577)
Increase (decrease)
in net assets
available for
plan benefits 4,490,553 (117,632) (565,211) 47,451
Net assets
available for
plan benefits:
Beginning of
year 11,523,168 1,160,824 1,645,385 54,983
End of year $16,013,721 $1,043,192 $1,080,174 $102,434
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A4<PAGE>
<PAGE> 13
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 (Continued)
FUND INFORMATION
W-G PARTICIPANT W-G
STOCK LOANS TOTAL
<S> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 771,134 $ - $ 7,511,553
Employer 2,172,963 - 2,172,963
2,944,097 - 9,684,516
Interest - 211,658 3,387,860
Net appreciation
in fair market
value of
investments 6,051,070 - 9,941,260
Total additions 8,995,167 211,658 23,013,636
DEDUCTIONS
Participants'
withdrawals (437,407) (37,174) (3,758,423)
Plan administrative
expenses (15,767) - (94,665)
Net transfers
in (out) 388,395 473,492 -
Total (deductions)
additions (64,779) 436,318 (3,853,088)
Increase (decrease)
in net assets
available for
plan benefits 8,930,388 647,976 19,160,548
Net assets
available for
plan benefits:
Beginning of
year 9,359,603 1,717,611 72,124,082
End of year $18,289,991 $2,365,587 $91,284,630
</TABLE>
The accompanying notes are an integral part of these financial
statements.
R-5A5<PAGE>
<PAGE> 14
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
FUND INFORMATION
MASTERWORKS MASTER-
AIM INCOME N&B WORKS
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
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-5B1<PAGE>
<PAGE> 15
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
FUND INFORMATION
MASTER- MASTER- MASTER- MASTER-
WORKS WORKS WORKS WORKS
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
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-5B2<PAGE>
<PAGE> 16
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
FUND INFORMATION
MASTER- MASTER- MASTER-
WORKS WORKS WORKS
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
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-5B3<PAGE>
<PAGE> 17
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
FUND INFORMATION
MASTER- MASTER-
WORKS WORKS COOPER
S&P 500 TREASURY COMMON COOPER
STOCK 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
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-5B4<PAGE>
<PAGE> 18
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH
FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued)
FUND INFORMATION
COOPER
CAMERON W-G PARTICIPANT
STOCK STOCK 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
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-5B5<PAGE>
<PAGE> 19
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 contributory Plan which is funded by
a trust arrangement with the Wyman-Gordon Savings/Investment
Trust (the "Trust").
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.
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.
As of January 1, 1996, all employees of the Company are
eligible to participate in the Plan except any employee who
is covered by a collective bargaining agreement which does
not specifically call for his or her participation in this
Plan. Participation can begin after a maximum of three
months service. Prior to January 1, 1996, participation
began after six months of service.
FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) has determined and
informed the Company by letter dated April 24, 1997, that the
Plan and related Trust are designed in accordance with
section 401 of the Internal Revenue Code (IRC). The letter
includes the most recent amendments to the Plan. Accordingly,
no provision for taxes is necessary since the Trust has been
determined to be exempt from taxation under Section 501 of
the IRC.
R-6<PAGE>
<PAGE> 20
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
Currently, 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 Company
amounted to $2,172,963 and $803,826 in 1996 and 1995,
respectively.
The Company's wholly-owned subsidiary, Wyman-Gordon
Investment Castings, Inc. (WGIC) prior to October 1, 1995,
matched 25% of each eligible WGIC Participant's pre-tax
contributions for the period, provided no WGIC match
contributions were to be made based upon a Participant's
contribution in excess of 15% of his or her pay. The maximum
dollar match was limited to $270 per Participant for the Plan
year. The total WGIC Company match for Plan year 1995 was
$106,712.
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.
R-7<PAGE>
<PAGE> 21
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
COMPANY CONTRIBUTIONS, (Cont.)
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 were 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 Beneficiaries
R-8<PAGE>
<PAGE> 22
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
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.
On December 31, 1995, Barclay Global Investors, N.A. (BGI)
acquired Wells Fargo Bank, N.A. As a result of the change in
ownership, Wells Fargo Bank, N.A. became MasterWorks, a
division of BGI and changed the name of its Funds from
"Stagecoach" to "MasterWorks" Funds. LifePath Funds are part
of the MasterWorks family of Mutual Funds sponsored and
distributed by Stephens, Inc.
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.
Participants in the Plan have the following 17 investment
funds available:
The MasterWorks 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 650 Participants in the MasterWorks Asset
Allocation Fund at December 31, 1996.
R-9<PAGE>
<PAGE> 23
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
The MasterWorks 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 465 Participants in the Bond Index Fund at
December 31, 1996.
The MasterWorks 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 1135 Participants in the S&P 500
Stock Fund at December 31, 1996.
The MasterWorks 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 947
Participants in the Income Accumulation Fund at December 31,
1996.
The MasterWorks 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 962
Participants in the Growth Stock Fund at December 31, 1996.
R-10<PAGE>
<PAGE> 24
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 277 Participants in
the AIM Constellation Fund at December 31, 1996.
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 156
Participants in the Neuberger & Berman Guardian Trust as of
December 31, 1996.
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 125
Participants in the Templeton Foreign Fund - Class I at
December 31, 1996.
MasterWorks 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, 1996.
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 82
Participants in the LifePath 2010 Fund at December 31, 1996.
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 90
Participants in the LifePath 2020 Fund at December 31, 1996.
R-11<PAGE>
<PAGE> 25
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 58
Participants in the LifePath 2030 Fund at December 31, 1996.
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 48
Participants in the LifePath 2040 Fund at December 31, 1996.
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 2,493 Participants in the Wyman-Gordon
Stock Fund at December 31, 1996.
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 180 Participants in the Cooper Common Stock Fund at
December 31, 1996.
The Cooper Debenture Fund invests in convertible subordinate
debentures of Cooper Industries. Amounts contributed to the
Cooper Debenture Fund may be temporarily invested in other
short-term investments pending the purchase of Company
debentures. 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 Debentures. There were 73 Participants in the
Cooper Debenture Fund at December 31, 1996.
R-12<PAGE>
<PAGE> 26
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
INVESTMENT FUNDS, (Cont.)
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
16 Participants in the Cooper Cameron Common Stock Fund at
December 31, 1996.
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.
R-13<PAGE>
<PAGE> 27
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
VESTING
A Participant shall be fully vested in these Accounts at all
times:
Pre-Tax Account
Pre-Tax Goal Bonus Account
Pre-Tax PFP Bonus Account
After-Tax Account
Rollover Account
WGIC Match Account
Directed Match Account
Employer Account
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>
R-14<PAGE>
<PAGE> 28
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
PLAN DESCRIPTION, (Cont.)
<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.
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 Barclays
Global Investors.
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:
R-15<PAGE>
<PAGE> 29
Wyman-Gordon Company Savings/Investment Plan
NOTES TO FINANCIAL STATEMENTS, (Cont.)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Cont.)
USE OF ESTIMATES
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.
VALUATION OF INVESTMENTS
The Plan's investments are stated at fair value. The fair
value of investments is generally determined as follows:
* Units of Barclays Global Investors N.A. collective
investment 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.
* 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.
R-16<PAGE>
<PAGE> 30
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, (Cont.)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Cont.)
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
Barclays Global Investors 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,
1996, there were no accrued liabilities for the Plan.
<TABLE>
<CAPTION>
4. INVESTMENTS
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
1996 1995
<S> <C> <C>
MasterWorks - Asset Allocation
Fund (800,677 shares and
826,272 shares) $ 9,544,075 $ 9,708,700
MasterWorks - Growth Stock
Fund (685,102 shares and
626,092 shares 10,495,756 8,677,639
MasterWorks - S&P 500 Stock Fund
(1,006,009 shares and 856,984
shares) 16,005,604 11,517,870
MasterWorks - Bond Index Fund
(535,607 shares and 613,409 shares) 5,082,911 6,091,149
MasterWorks - Income
Accumulation Fund (1,537,337 shares
and 1,504,642 shares) 20,201,527 18,688,703
Wyman-Gordon Stock Fund
(561,043 shares and 451,718 shares) 18,289,991 9,359,603
</TABLE>
R-17<PAGE>
<PAGE> 31
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS, (Cont.)
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are units of collective investment
funds managed by the MasterWorks Division of Barclay Global
Investors. Barclay Global Investors is the trustee as
defined by the Plan and, therefore, these transactions
qualify as party-in-interest. Fees paid by the Plan for the
investment management services amounted to $94,665 for the
year ended December 31, 1996.
6. OTHER MATTERS
During the years ended December 31, 1996 and 1995 there were
no loans, fixed income obligations or leases in default or
classified as uncollectible by the Plan.
R-18<PAGE>
<PAGE> 32
<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, 1996
(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>
Barclays Global 83,069 Shares
Investors AIM Constellation
Fund $ 2,017,399 $ 2,098,316
Barclays Global 53,453 Shares
Investors Neuberger & Berman
Guardian Trust Fund 766,645 848,304
Barclays Global 72,227 Shares
Investors MasterWorks
LifePath 2000 Fund 762,737 783,667
Barclays Global 104,131 Shares
Investors MasterWorks
LifePath 2010 Fund 1,203,923 1,264,152
Barclays Global 79,442 Shares
Investors MasterWorks
LifePath 2020 Fund 979,155 1,028,771
Barclays Global 17,900 Shares
Investors MasterWorks
LifePath 2030 Fund 223,815 243,803
Barclays Global 12,763 Shares
Investors MasterWorks
LifePath 2040 Fund 170,061 184,810
Barclays Global 59,212 Shares
Investors Templeton Foreign(I) 583,583 613,439
Barclays Global 800,677 Shares
Investors MasterWorks Asset
Allocation Fund 8,576,803 9,544,075
Barclays Global 535,607 Shares
Investors MasterWorks Bond
Index Fund 5,233,167 5,082,911
</TABLE>
R-19<PAGE>
<PAGE> 33
<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, 1996 (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>
Barclays Global 685,102 Shares
Investors MasterWorks Growth
Stock Fund 9,253,764 10,495,756
Barclays Global 1,006,009 Shares
Investors MasterWorks
S&P 500 Stock Fund 12,899,893 16,013,721
Barclays Global 1,537,337 Shares
Investors MasterWorks Income
Accumulation Fund 20,201,528 20,201,528
Barclays Global 561,403 Shares
Investors Wyman-Gordon
Stock Fund 12,769,983 18,289,991
Barclays Global 83,322 Shares
Investors Cooper Common
Stock Fund 840,514 1,043,192
Barclays Global 86,901 Shares
Investors Cooper Debenture
Stock Fund 920,523 1,080,174
Barclays Global 2,279 Shares
Investors Cooper Cameron
Stock Fund 22,788 102,434
$77,426,281 $88,919,044
</TABLE>
R-19A<PAGE>
<PAGE> 34
<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, 1996
(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>
Barclays MasterWorks-Income $15,773,143 $ -
Global Accumulation Fund $ - $15,307,046
Investors (114 Purchases,
140 Sales)
Barclays MasterWorks, Asset $ 2,455,226 $ -
Global Allocation Fund $ - $ 2,780,716
Investors (135 Purchases,
105 Sales)
Barclays MasterWorks, Bond $ 2,430,536 $ -
Global Index Fund $ - $ 3,163,503
Investors (125 Purchases,
92 Sales)
Barclays MasterWorks, Growth $ 5,594,110 $ -
Global Stock Fund $ - $ 4,666,233
Investors (152 Purchases,
98 Sales)
Barclays MasterWorks, S&P 500 $ 9,654,974 $ -
Global Stock Fund $ - $ 7,455,577
Investors (144 Purchases,
103 Sales)
Barclays Wyman-Gordon Stock $14,417,902 $ -
Global Fund (160 Purchases, $ - $11,538,585
Investors 93 Sales)
</TABLE>
R-20A<PAGE>
<PAGE> 35
<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, 1996
(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>
$ - $ - $15,773,143 $15,773,143 $ -
$ - $ - $15,307,046 $15,307,046 $ -
$ - $ - $ 2,455,226 $ 2,455,226 $ -
$ - $ - $ 2,430,085 $ 2,780,716 $ 350,631
$ - $ - $ 2,430,536 $ 2,430,536 $ -
$ - $ - $ 3,192,836 $ 3,163,503 $ (29,333)
$ - $ - $ 5,594,110 $ 5,594,110 $ -
$ - $ - $ 3,922,838 $ 4,666,233 $ 743,395
$ - $ - $ 9,654,974 $ 9,654,974 $ -
$ - $ - $ 6,171,767 $ 7,455,577 $1,283,810
$ - $ - $14,417,902 $14,417,902 $ -
$ - $ - $ 7,534,150 $11,538,585 $4,004,435
</TABLE>
R-20A-1<PAGE>
<PAGE> 36
<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, 1996
(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>
Barclay Global MasterWorks $6,254,581 $ -
Investors Income
Accumulation
(1 Purchase)
</TABLE>
R-20B<PAGE>
<PAGE> 37
<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, 1996 (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>
$ - $ - $6,254,581 $6,254,581 $ -
</TABLE>
R-20B-1
