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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
WYMAN-GORDON COMPANY
(Name of Subject Company)
WYMAN-GORDON COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
983085 10 1
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(CUSIP Number of Class of Securities)
DAVID P. GRUBER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
WYMAN-GORDON COMPANY
244 WORCESTER STREET
P.O. BOX 8001
NORTH GRAFTON, MASSACHUSETTS 01536-8001
(508) 839-4441
(Name and Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
DAVID F. DIETZ, P.C.
JOSEPH L. JOHNSON III, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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This Amendment No. 1 to Schedule 14D-9 amends the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by
Wyman-Gordon Company (the "Company") on May 21, 1999 relating to the tender
offer by WGC Acquisition Corp., a Massachusetts corporation and wholly owned
subsidiary of Precision Castparts Corp., an Oregon corporation ("Parent"), for
all of the outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of the Company, at a purchase price of $20.00 per Share, net to the
seller in cash, without interest thereon, less applicable withholding taxes, if
any, and upon the terms and subject to the conditions set forth in the Offer to
Purchase dated May 21, 1999 and the related Letter of Transmittal (which
together constitute the "Offer"). The item numbers and responses thereto below
are in accordance with the requirements of Schedule 14D-9. Except as otherwise
indicated herein, the information set forth in the Schedule 14D-9 remains
unchanged and all capitalized terms used herein shall have the respective
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following information:
On June 17, 1999, Parent and the Company announced that they had
received a request for additional information from the FTC under the HSR Act in
connection with Parent's pending acquisition of the Company. As a result, Parent
has extended the expiration date of the Offer (which was initially scheduled to
expire at 12:00 midnight, New York City time, on Friday, June 18, 1999) to 8:00
p.m., Eastern Time, on Friday, July 30, 1999; provided, however, that if the
applicable waiting period (and any extension thereof) under the HSR Act in
respect of the Offer expires or is terminated prior to July 16, 1999, the
expiration date of the Offer will be the date which is ten business days
immediately following public disclosure of the expiration or termination of the
waiting period under the HSR Act. The press release of Parent and the
Company, dated June 17, 1999, extending the Offer is incorporated herein by
reference to Exhibit 7 to the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following information:
Exhibit 7 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated June 17, 1999
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 17, 1999
WYMAN-GORDAN COMPANY
By: /s/ John Douglas Whelan
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John Douglas Whelan
President and Chief Operating Officer
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Exhibit 7
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE
EXTENSION OF OFFER AND REQUEST BY FTC FOR ADDITIONAL
INFORMATION
PORTLAND, Oregon, and GRAFTON, Massachusetts - June 17, 1999 --
Precision Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today
announced that they have received a request for additional information from the
Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (the "HSR Act") in connection with the previously announced $20.00 per
share cash tender offer by Precision Castparts Corp.'s subsidiary, WGC
Acquisition Corp., for all outstanding shares of common stock of Wyman-Gordon
Company. As a result of the FTC's request, the expiration date of the tender
offer has been extended until 8:00 p.m. Eastern Time, on Friday, July 30, 1999;
provided, however, that if the applicable waiting period (and any extension
thereof) under the HSR Act in respect of the tender offer expires or is
terminated prior to July 16, 1999, the expiration date of the tender offer will
be the date which is ten business days immediately following public disclosure
of the expiration or termination of the waiting period under the HSR Act.
As of the close of business on June 16, 1999, 11,483,479 shares of
common stock of Wyman-Gordon Company had been tendered in the tender offer. This
constitutes approximately 32% of Wyman-Gordon Company's outstanding shares as of
the commencement of the tender offer.
Precision Castparts Corp. is a worldwide manufacturer of complex metal
components and products. Wyman-Gordon Company is a leader in forgings,
investment castings and composite structures.
Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855
Denis Poirier, Wyman-Gordon Company - 508-839-8224
