<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, 1997
[ ] 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> 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: 6/26/98 By: /s/ EDWARD J. DAVIS
Edward J. Davis
Vice President -
Chief Financial Officer
and Treasurer
-2-
<PAGE> 3
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
Financial Statements and
Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report)
<PAGE> 4
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
Table of Contents
Independent Auditors' Reports R-2 - R-3
Independent Auditors' Consents R-4 - R-5
Statements of Net Assets Available for Benefits for the
years ended December 31, 1997 and 1996 R-6
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1997 and 1996 R-7A
7B
Notes to Financial Statements R-8 - R-18
Schedule 1 - Schedule of Assets Held for Investment Purposes
as at December 31, 1997 R-19 - R-19A
Schedule 2 - Schedule of Loans or Fixed Income Obligations
as at December 31, 1997 R-20 - R-20A
Schedule 3 - Schedule of Reportable Transactions as at
December 31, 1997 R-21 - R-21A
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
To The Trustees of Wyman-Gordon Company
Savings/Investment Plan
We have audited the accompanying statement of net assets available for benefits
of the Wyman-Gordon Company Savings/Investment Plan as of December 31, 1997, and
the related statement of changes in net assets available for benefits for the
year 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 audit.
We conducted our audit 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 audit provides 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 benefits of the Wyman-Gordon
Company Savings/Investment Plan as of December 31, 1997, and the changes in net
assets available for benefits for the year then ended, in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes, loans or fixed income obligations, and reportable
transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit 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/ MOTTLE McGRATH BRANEY & FLYNN, P.C.
Mottle McGrath Braney & Flynn, P.C.
Worcester, Massachusetts
June 26, 1998
R-2
<PAGE> 6
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To The Trustees of Wyman-Gordon Company
Savings/Investment Plan
We have audited the accompanying statement of net assets available for benefits
of Wyman-Gordon Company Savings/Investment Plan as of December 31, 1996, and the
related statement of changes in net assets available for benefits for the year
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 audit 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 audit provides 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 benefits of the Plan at
December 31, 1996, and the changes in its net assets available for benefits for
the year then ended, in conformity with generally accepted accounting
principles.
Our auditS were performed 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 as of December 31, 1996, and reportable
transactions for the year then ended, are presented for the purpose 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 a required part of the basic financial statements. The Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and 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 audit
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-3
<PAGE> 7
INDEPENDENT AUDITORS' CONSENT
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 26, 1998, 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, 1997.
/s/ MOTTLE McGRATH BRANEY & FLYNN, P.C.
Mottle McGrath Braney & Flynn, P.C.
Worcester, Massachusetts
June 26, 1998
R-4
<PAGE> 8
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, 1997.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Boston, Massachusetts
June 25, 1998
R-5
<PAGE> 9
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
1997 1996
---- ----
Assets
Investments, at fair value:
Collective Investment Funds:
AIM Constellation $ 2,497,109 $ 2,098,316
MasterWorks - Income Accumulation 20,857,519 20,201,527
N&B Guardian Trust 1,695,431 848,304
MasterWorks-LifePath 2000 1,199,518 783,667
MasterWorks-LifePath 2010 1,226,481 1,264,152
MasterWorks-LifePath 2020 1,329,460 1,028,771
MasterWorks-LifePath 2030 539,543 243,803
MasterWorks-LifePath 2040 821,495 184,810
Templeton Foreign (I) 1,015,875 613,439
MasterWorks-Asset Allocation 11,257,089 9,544,075
MasterWorks-Bond Index 5,662,106 5,091,028
MasterWorks-Growth Stock 9,121,968 10,495,756
MasterWorks-S&P 500 Stock 22,275,400 16,005,604
------------ ------------
79,498,994 68,403,252
Cooper Common Stock 1,086,473 1,043,192
Cooper Debenture - 1,080,174
Cooper Cameron Common Stock 84,392 102,434
Wyman-Gordon Stock 21,815,355 18,289,991
Participant Loans 2,934,289 2,365,587
------------ ------------
Total assets $105,419,503 $ 91,284,630
============ ============
Net assets available for
benefits $105,419,503 $ 91,284,630
============ ============
See accompanying notes to financial statements.
R-6
<PAGE> 10
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997
<TABLE>
<CAPTION>
MasterWorks
AIM Income N & B MasterWorks
Constel- Accumu- Guardian LifePath
lation lation Trust 2000
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 444,244 $ 1,473,989 $ 242,280 $ 142,080
Employer - - - -
---------- ----------- ---------- ----------
444,244 1,473,989 242,280 142,080
Interest and dividends 191,170 1,292,248 121,327 70,566
Net appreciation (depreciation)
in fair value of investments 19,980 - 43,793 29,861
---------- ----------- ---------- ----------
Total additions 655,394 2,766,237 407,400 242,507
---------- ----------- ---------- ----------
Deductions
- - ----------
Participants' withdrawals (210,789) (1,629,934) (17,786) (49,854)
Plan administrative expenses (3,381) (20,929) (1,762) (441)
Net transfers in (out) (42,431) (459,382) 459,275 223,639
---------- ----------- ---------- ----------
Total (deductions)
additions (256,601) (2,110,245) 439,727 173,344
---------- ----------- ---------- ----------
Increase (decrease) in net
assets available for benefits 398,793 655,992 847,127 415,851
Net assets available for
benefits:
Beginning of year 2,098,316 20,201,527 848,304 783,667
---------- ----------- ---------- ----------
End of year $2,497,109 $20,857,519 $1,695,431 $1,199,518
========== =========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
R-7A1
<PAGE> 11
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Master- Master- Master- Master-
Works Works Works Works
LifePath LifePath LifePath LifePath
2010 2020 2030 2040
---------- ---------- -------- --------
<S> <C> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 181,275 $ 237,986 $ 93,014 $107,990
Employer - - - -
---------- ---------- -------- --------
181,275 237,986 93,014 107,990
Interest and dividends 75,887 72,190 21,241 41,338
Net appreciation (depreciation)
in fair value of investments 116,311 164,211 65,782 46,750
---------- ---------- -------- --------
Total additions 373,473 474,387 180,037 196,078
---------- ---------- -------- --------
Deductions
- - ----------
Participants' withdrawals (80,831) (14,766) (1,084) (13,451)
Plan administrative expenses (1,138) (1,255) (809) (940)
Net transfers in (out) (329,175) (157,677) 117,596 454,998
---------- ---------- -------- --------
Total (deductions)
additions (411,144) (173,698) 115,703 440,607
---------- ---------- -------- --------
Increase (decrease) in net
assets available for
benefits (37,671) 300,689 295,740 636,685
Net assets available for
benefits:
Beginning of year 1,264,152 1,028,771 243,803 184,810
---------- ---------- -------- --------
End of year $1,226,481 $1,329,460 $539,543 $821,495
========== ========== ======== ========
</TABLE>
See accompanying notes to financial statements.
R-7A2
<PAGE> 12
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Master- Master- Master-
Works Works Works
Templeton Asset Bond Growth
Foreign (I) Allocation Index Stock
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 186,292 $ 780,113 $ 359,758 $ 1,306,203
Employer - - - -
---------- ----------- ---------- -----------
186,292 780,113 359,758 1,306,203
Interest and dividends 106,553 1,409,211 351,705 717,728
Net appreciation (depreciation)
in fair value of investments (70,739) 670,121 139,198 (394,202)
---------- ----------- ---------- -----------
Total additions 222,106 2,859,445 850,661 1,629,729
---------- ----------- ---------- -----------
Deductions
- - ----------
Participants' withdrawals (34,290) (776,425) (271,226) (771,842)
Plan administrative expenses (1,115) (10,071) (35,965) (11,924)
Net transfers in (out) 215,735 (359,935) 27,608 (2,219,751)
---------- ----------- ---------- -----------
Total (deductions)
additions 180,330 (1,146,431) (279,583) (3,003,517)
---------- ----------- ---------- -----------
Increase (decrease) in net
assets available for
benefits 402,436 1,713,014 571,078 (1,373,788)
Net assets available for
benefits:
Beginning of year 613,439 9,544,075 5,091,028 10,495,756
---------- ----------- ---------- -----------
End of year $1,015,875 $11,257,089 $5,662,106 $ 9,121,968
========== =========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
R-7A3
<PAGE> 13
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
Master- Cooper
Works Cooper Cameron
S&P 500 Common Cooper Common
Stock Stock Debenture Stock
----------- ---------- ----------- --------
<S> <C> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 2,187,443 $ - $ - $ -
Employer - - - -
----------- ---------- ----------- --------
2,187,443 - - -
Interest and
dividends 785,937 - - -
Net appreciation
(depreciation) in
fair value of investments 4,606,782 192,361 21,970 26,974
----------- ---------- ----------- --------
Total additions 7,580,162 192,361 21,970 26,974
----------- ---------- ----------- --------
Deductions
- - ----------
Participants'
withdrawals (1,176,550) (19,653) (50,014) (3,516)
Plan administrative
expenses (21,264) - (113) -
Net transfers
in (out) (112,552) (129,427) (1,052,017) (41,500)
----------- ---------- ----------- --------
Total
(deductions)
additions (1,310,366) (149,080) (1,102,144) (45,016)
----------- ---------- ----------- --------
Increase (decrease)
in net assets
available for
benefits 6,269,796 43,281 (1,080,174) (18,042)
Net assets available for
benefits:
Beginning of year 16,005,604 1,043,192 1,080,174 102,434
----------- ---------- ----------- --------
End of year $22,275,400 $1,086,473 $ - $ 84,392
=========== ========== =========== ========
</TABLE>
See accompanying notes to financial statements.
R-7A4
<PAGE> 14
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
<TABLE>
<CAPTION>
W-G Participant W-G
Stock Loans Total
----------- ------------- ------------
<S> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 1,122,199 $ - $ 8,864,866
Employer 2,322,047 - 2,322,047
----------- ------------- ------------
3,444,246 - 11,186,913
Interest and dividends - 265,941 5,523,042
Net appreciation (depreciation)
in fair value of investments (2,277,945) - 3,401,208
----------- ------------- ------------
Total additions 1,166,301 265,941 20,111,163
----------- ------------- ------------
Deductions
- - ----------
Participants' withdrawals (669,498) (46,147) (5,837,656)
Plan administrative expenses (27,527) - (138,634)
Net transfers in (out) 3,056,088 348,908 -
----------- ------------- ------------
Total (deductions)
additions 2,359,063 302,761 (5,976,290)
----------- ------------- ------------
Increase (decrease) in net
assets available for
benefits 3,525,364 568,702 14,134,873
Net assets available for
benefits:
Beginning of year 18,289,991 2,365,587 91,284,630
----------- ------------- ------------
End of year $21,815,355 $ 2,934,289 $105,419,503
=========== ============= ============
</TABLE>
See accompanying notes to financial statements.
R-7A5
<PAGE> 15
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1996
<TABLE>
<CAPTION>
MasterWorks
AIM Income N & B MasterWorks
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 and dividends 69,003 1,046,728 19,269 31,873
Net appreciation
(depreciation) in fair
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
benefits 1,646,523 1,512,824 430,201 (66,587)
Net assets available for
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>
See accompanying notes to financial statements.
R-7B1
<PAGE> 16
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
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 and dividends 33,198 21,549 4,998 2,291
Net appreciation
(depreciation) in fair
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
benefits 464,851 456,275 99,589 99,537
Net assets available for
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>
See accompanying notes to financial statements.
R-7B2
<PAGE> 17
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Master- Master- Master-
Works Works Works
Templeton Assets 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 and dividends 22,316 912,462 354,568 141,884
Net appreciation
(depreciation) in fair
value of investments 41,878 160,866 (275,271) 890,240
-------- ----------- ----------- -----------
Total additions 172,023 1,915,767 445,449 2,393,502
-------- ----------- ----------- -----------
Deductions
- - ----------
Participants' withdrawals 52,037 (461,071) (279,150) (305,114)
Plan administrative expenses (423) (6,526) (36,212) (7,930)
Net transfers in (out) 214,919 (1,612,795) (1,135,506) (262,341)
-------- ----------- ----------- -----------
Total (deductions)
additions 266,533 (2,080,392) (1,450,868) (575,385)
-------- ----------- ----------- -----------
Increase (decrease) in net
assets available for
benefits 438,556 (164,625) (1,005,419) 1,818,117
Net assets available for
benefits:
Beginning of year 174,883 9,708,700 6,096,447 8,677,639
-------- ----------- ----------- -----------
End of year $613,439 $ 9,544,075 $ 5,091,028 $10,495,756
======== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
R-7B3
<PAGE> 18
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
Master- Cooper
Works Cooper Cameron
S&P 500 Common Cooper Common
Stock Stock Debenture Stock
----------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Additions
- - ---------
Contributions:
Employee $ 1,619,857 $ - $ - $ -
Employer - - - -
----------- ---------- ---------- --------
1,619,857 - - -
Interest and dividends 516,063 - - -
Net appreciation
(depreciation) in fair
value of investments 2,288,338 179,241 119,470 57,028
----------- ---------- ---------- --------
Total additions 4,424,258 179,241 119,470 57,028
----------- ---------- ---------- --------
Deductions
- - ----------
Participants' withdrawals (338,405) (15,103) (100,153) (992)
Plan administrative
expenses (9,287) - (393) -
Net transfers in (out) 411,168 (281,770) (584,135) (8,585)
----------- ---------- ---------- --------
Total (deductions)
additions 63,476 (296,873) (684,681) (9,577)
----------- ---------- ---------- --------
Increase (decrease) in
net assets available
for benefits 4,487,734 (117,632) (565,211) 47,451
Net assets available
for benefits:
Beginning of year 11,517,870 1,160,824 1,645,385 54,983
----------- ---------- ---------- --------
End of year $16,005,604 $1,043,192 $1,080,174 $102,434
=========== ========== ========== ========
</TABLE>
See accompanying notes to financial statements.
R-7B4
<PAGE> 19
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1996
<TABLE>
<CAPTION>
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 and dividends - 211,658 3,387,860
Net appreciation
(depreciation) in fair
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
benefits 8,930,388 647,976 19,160,548
Net assets available for
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>
See accompanying notes to financial statements.
R-7B5
<PAGE> 20
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 (1) convenient and regular personal savings; (2) sharing in
contributions by the Company out of its current and accumulated net
profits; and (3) 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").
The above description of the Plan is provided for general information
purposes only. Participants should refer to the Plan document for more
complete information.
(a) 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 committees are 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, the resolution of questions relating to an individual's
participation in the Plan and the determination of investments for
the participants to select as their investment alternatives.
(b) ELIGIBILITY
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
their 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.
(c) 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 Plan has been amended since receiving its
determination letter. The Company believes that the Plan is designed
and is currently being operated in compliance with the applicable
provisions of the IRC. 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-8
<PAGE> 21
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(d) EMPLOYEE CONTRIBUTIONS
Upon becoming participants, eligible employees may elect to reduce
their 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 Wyman-Gordon Forgings, Inc.
(WGFI), a subsidiary of the Company, hourly employee, 20% is the
maximum contribution. The election shall be made in advance as a
whole percentage of 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 IRC also includes provisions which limit the amount of
employer contributions which may be made on behalf of any individual
participant.
(e) COMPANY CONTRIBUTIONS
Currently, the Company matches 50% of each participant's quarterly
contributions to the Plan with 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 Company
stock match amounted to $2,322,047 and $2,172,963 in 1997 and 1996,
respectively.
For employees covered by the Labor Agreement with the United
Steelworkers of America, Local 2285, subject to the attainment of
performance goals for each quarter of the fiscal year, the Company
will make Stock Bonus Contributions on behalf of each Participant.
The Stock Bonus Contributions for each period are 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 is determined based on the percentage
attainment of the predetermined published quarterly performance
goal. Such amount is zero if the percentage attainment of such goal
is less than 90% and is 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 is increased.
The Company is required to 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.
R-9
<PAGE> 22
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (CONTINUED)
(f) 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.
(g) 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 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
otherwise elects to invest such portion of their 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 their investment in the
Cooper Preferred Stock Fund for an equivalent investment in the
Cooper Common Stock Fund.
On August 29, 1997, the MasterWorks Division of BGI, a wholly-owned
subsidiary of Barclays Bank PLC, was sold to Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"). MasterWorks is
currently operated as a separate component of Merrill Lynch Group
Employee Services, a division of Merrill Lynch.
In conjunction with the MasterWorks sale, BGI remained as trustee of
all MasterWorks plans through December 31, 1997, but delegated to
Merrill Lynch, beginning August 30, 1997, all duties and functions
required of BGI as a trustee of a MasterWorks client. Clients were
provided documentation and appointed Merrill Lynch Trust Company FSB
successor trustee of their plans effective January 1, 1998. BGI had
no responsibility for and no involvement with MasterWorks activities
after August 29, 1997 (except to the extent BGI acted as trustee, as
described above, or that MasterWorks clients participated in BGI's
managed investments or BGI performed fund accounting services).
R-10
<PAGE> 23
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
Participants in the Plan have the following 17 investment funds
available:
AIM CONSTELLATION FUND - aggressively seeks to increase
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.
MASTERWORKS INCOME ACCUMULATION FUND - invests in a mix of
fixed-rate and variable-rate securities with strong credit
ratings. The fund diversifies its investment 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.
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 of similar companies.
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.
LIFEPATH 2010 FUND - is managed for investors planning
to retire (or begin to withdraw substantial portions of
their investment) approximately in the year 2010.
LIFEPATH 2020 FUND - is managed for investors planning
to retire (or begin to withdraw substantial portions of
their investment) approximately in the year 2020.
LIFEPATH 2030 FUND - is managed for investors planning
to retire (or begin to withdraw substantial portions of
their investment) approximately in the year 2030.
R-11
<PAGE> 24
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
LIFEPATH 2040 FUND - is managed for investors planning
to retire (or begin to withdraw substantial portions of
their investment) approximately in the year 2040.
TEMPLETON FOREIGN FUND - CLASS I - seeks to achieve long-term
capital growth through a flexible policy of investing in
stocks and debt obligations of companies and governments
outside the United Stares.
MASTERWORKS ASSET ALLOCATION FUND - seeks to achieve superior
long-term gains at reasonable risk by actively shifting
investments 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.
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.
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.
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.
R-12
<PAGE> 25
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
COOPER COMMON STOCK FUND - invests in the common stock of
Cooper Industries ("Cooper"). Amounts contributed to this fund
may be temporarily invested in other short-term investments
pending the purchase of Cooper 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 Cooper's common stock.
COOPER DEBENTURE FUND - invests in convertible subordinate
debentures of Cooper. Amounts contributed to this fund may be
temporarily invested in other short-term investments pending
the purchase of Cooper 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 Cooper's debentures.
COOPER CAMERON COMMON STOCK FUND - invests in the common stock
of the Cooper Cameron Corporation ("Cameron"). Amounts
contributed to this fund may be temporarily invested in other
short-term investments pending the purchase of Cameron 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's common
stock.
WYMAN-GORDON STOCK FUND - invests in the common stock of the
Company, the plan sponsor. 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.
(h) DISTRIBUTIONS OF BENEFITS
Participants (or their beneficiaries in the case of their death) may
elect to have their 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.
Participants who are WGFI hourly employees must be paid in the form
of a single lump sum. Notwithstanding, if they are a WGFI hourly
employee at the time they are required by law to commence
distribution, or anytime thereafter, they may instead elect to be
paid annually in a lump sum in an amount sufficient to comply with
Code Section 401(a)(9).
R-13
<PAGE> 26
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(h) DISTRIBUTIONS OF BENEFITS (continued)
Participants, other than participants who are WGFI Hourly Employees,
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 participants and their
beneficiaries.
Distributions must be made in cash, except to the extent of the
distribution of any participant outstanding loan balance, if any and
except (if the account is distributed in a lump sum) to the extent a
participant elects payment in the form of whole shares of Company
Stock, Cooper Common Stock and Cooper Cameron Stock and cash in lieu
of fractional shares to the extent invested in the Company Stock
Fund, Cooper Common Stock Fund and Cooper Cameron Common Stock Fund.
(i) VESTING
Participants are fully vested in contributions made by employees and
certain employer contributions. Participants become fully vested in
their Company Stock Match Account if (1) their hire date is on or
before April 1, 1993 and they were an employee of the Company on
April 1, 1993 or (2) they were employed by WGFI on May 27, 1994, and
were 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.
Participants entire accounts become fully vested once they have
attained their normal retirement date as an employee or upon their
leaving the Company due to their disability or death.
In addition to the vesting provided above, a participant's Company
Stock Match Account becomes vested in accordance with the following
schedules unless (1) their hire date is on or before April 1, 1993
and they were an employee of the Company on April 1, 1993 or (2)
they were employed by WGFI on May 27, 1994, and were previously
employed by Cameron Forged Products Company before that date:
R-14
<PAGE> 27
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
1. PLAN DESCRIPTION (continued)
(i) VESTING (continued)
COMPANY STOCK MATCH ACCOUNT VESTING SCHEDULE
YEARS OF VESTING SERVICE VESTED PERCENTAGE
------------------------ -----------------
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%
(j) 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.
Withdrawals 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 a participant's account balance with
certain restrictions.
(k) 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.
(l) FORFEITURES
Forfeitures of employer contributions are invested in interest
bearing deposits of Merrill Lynch. Forfeiture amounts are utilized
to restore accounts, pay plan fees and expenses, and to reduce the
Company stock match and bonus contributions as directed by the Plan
administrator.
R-15
<PAGE> 28
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
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.
(a) 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.
(b) VALUATION OF INVESTMENTS
The Plan's investments are stated at fair value. The fair value of
investments is generally determined as follows:
- Units of Merrill Lynch 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.
(c) 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.
(d) 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 Benefits, net appreciation
(depreciation) of the fair value of investments which consists of
the realized gains and losses and the unrealized appreciation
(depreciation) on those investments. Income from investments is
recorded as earned on an accrual basis.
R-16
<PAGE> 29
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e) PURCHASES AND REDEMPTIONS OF UNITS
The value of participating units, upon admission to or withdrawal
from the funds, is based upon the fair 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.
(f) 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.
(g) RECLASSIFICATIONS
Where appropriate, prior year amounts have been reclassified to
permit comparison.
3. PLAN LIABILITIES
BGI 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, 1997 and 1996, there
were no accrued liabilities for the Plan.
4. INVESTMENTS
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
MasterWorks - Income Accumulation Fund
(1,494,755 shares and 1,537,337 shares) 20,857,519 20,201,527
MasterWorks - Asset Allocation Fund
(883,602 shares and 800,677 shares) $11,257,089 $ 9,544,075
MasterWorks - Bond Index Fund
(579,223 shares and 535,607 shares) 5,662,106 5,091,028
MasterWorks - Growth Stock Fund
(624,365 shares and 685,102 shares) 9,121,968 10,495,756
MasterWorks - S&P 500 Stock Fund
(1,092,467 shares and 1,006,009 shares) 22,275,400 16,005,604
Wyman-Gordon Stock Fund
(764,111 shares and 561,043 shares) 21,815,355 18,289,991
</TABLE>
R-17
<PAGE> 30
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Notes to Financial Statements
(5) RELATED PARTY TRANSACTIONS
Certain Plan investments are units of collective investment funds managed
by the MasterWorks Division of BGI, now owned by Merrill Lynch. Merrill
Lynch and BGI were the trustees, as defined by the Plan, as of December
31, 1997 and 1996, respectively, and, therefore, these transactions
qualify as party-in-interest. Fees paid by the Plan for the investment
management services amounted to $138,634 and $94,665 for the years ended
December 31, 1997 and 1996, respectively.
(6) TERMINATED EMPLOYEES
Net assets available for plan benefits at December 31, 1997 include
$9,324,282 allocated to the accounts of persons who, as of or prior to
that date, have terminated employment with the Company.
(7) PLAN AMENDMENTS
During 1997 the Plan was amended. Among the changes were the definition of
limitations on the maximum annual additions to a participant's account,
designation of trustee, use of forfeitures, definition of compensation,
loans in default and company contributions.
R-18
<PAGE> 31
Schedule 1
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(c) Description
of Investment
Including
Maturity Date,
(a) (b) Identity of Issue Rate of Interest,
Borrower, Lessor Collateral, Par, (e) Current
or Similar Party or Maturity Value (d) Cost Value
----------------- ----------------- ---- -------
AIM 94,659 Shares $ 2,618,137 $ 2,497,109
AIM Constellation Fund
* Merrill Lynch 1,494,755 Shares 20,857,519 20,857,519
MasterWorks Income
Accumulation Fund
Neuberger & 98,002 Shares 1,659,253 1,695,431
Berman Neuberger & Berman
Guardian Trust Fund
* Merrill Lynch 106,435 Shares 1,164,409 1,199,518
MasterWorks
LifePath 2000 Fund
* Merrill Lynch 92,217 Shares 1,173,025 1,226,481
MasterWorks
LifePath 2010 Fund
* Merrill Lynch 89,707 Shares 1,260,492 1,329,460
MasterWorks
LifePath 2020 Fund
* Merrill Lynch 33,244 Shares 484,864 539,543
MasterWorks
LifePath 2030 Fund
* Merrill Lynch 47,458 Shares 788,214 821,495
MasterWorks
LifePath 2040 Fund
Templeton 102,098 Shares 1,131,709 1,015,875
Templeton Foreign (I)
* Merrill Lynch 883,602 Shares 9,973,520 11,257,089
MasterWorks Asset
Allocation Fund
* Merrill Lynch 579,223 Shares 5,647,997 5,662,106
MasterWorks Bond
Index Fund
R-19
<PAGE> 32
Schedule 1
(continued)
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(c) Description
of Investment
Including
Maturity Date,
(a) (b) Identity of Issue Rate of Interest,
Borrower, Lessor Collateral, Par, (e) Current
or Similar Party or Maturity Value (d) Cost Value
----------------- ----------------- ---- -------
* Merrill Lynch 624,365 Shares 8,898,590 9,121,968
MasterWorks Growth
Stock Fund
* Merrill Lynch 1,092,467 Shares 17,002,223 $22,275,400
MasterWorks
S&P 500 Stock Fund
* Cooper Industries 73,361 Shares 740,029 1,086,473
Cooper Common
Stock Fund
* Cooper Cameron 1,180 Shares 11,801 84,392
Corporation Cooper Cameron Common
Stock Fund
* Wyman-Gordon 764,111 Shares 24,241,021 21,815,355
Company Wyman-Gordon
Stock Fund
Participant Loans 6.382% to 11% - 2,934,289
----------- ------------
$97,652,803 $105,419,503
=========== ============
* Represents party in interest.
R-19A
<PAGE> 33
Schedule 2
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1997
Amount received during
(b) Identity (c) Original reporting year
and address amount ---------------------------
(a) of obligor of loan (d) Principal (e) Interest
----------- -------- --------- --------
Defaulted participant
loans $61,100 $2,158 $914
R-20
<PAGE> 34
Schedule 2
(continued)
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1997
(g) Detailed description of
loan including dates of
making and maturity,
interest rate, the type
and value of collateral,
any renegotiation of the
(f) Unpaid loan and the terms of Amount Overdue
balance at the renegotiation and --------------------------
end of year other material items (h) Principal (i) Interest
----------- ------------------------- --------- --------
$49,321 Participant loans each $42,996 $6,325
due rateably over 5 years
at interest rates between
8% and 10.75%
Note: The above participant loans are secured by the participant's
nonforfeitable accrued benefit under the plan. The outstanding balance
plus accrued interest at default of all the above loans have been
treated as deemed distributions and reported on Form 1099-R.
R-20A
<PAGE> 35
Schedule 3
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
(b) Description
of Asset
(Include Interest
(a) Identity of Rate and Maturity (c) Purchase (d) Selling
Party Involved in Case of a Loan) Price Price
-------------- ------------------ -------- -------
Merrill Lynch MasterWorks - AIM $ 3,108,460 $ 2,729,647
Constellation Fund
Merrill Lynch MasterWorks - Income 19,719,718 20,355,974
Accumulation Fund
Merrill Lynch MasterWorks - Asset 3,442,192 2,399,300
Allocation Fund
Merrill Lynch MasterWorks - Growth 5,622,972 6,602,558
Stock Fund
Merrill Lynch MasterWorks - S&P 500 11,199,771 9,536,756
Stock Fund
Wyman-Gordon Wyman-Gordon Stock 30,499,261 24,695,952
Company Fund
R-21
<PAGE> 36
Schedule 3
(continued)
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
(h) Current
(f) Expense Value of
Incurred Asset on
with Trans-
(e) Lease Trans- (g) Cost action (i) Net Gain
Rental action of Asset Date or loss
------ -------- -------- -------- --------
- - $ 2,507,723 $ 2,729,647 $ 221,924
- - 20,355,974 20,355,974 -
- - 2,045,475 2,399,300 353,825
- - 5,978,146 6,602,558 624,412
- - 7,089,324 9,536,756 2,447,432
- - 19,028,223 24,695,952 5,667,729
R-21A
