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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 8 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
(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. 8 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 October 26, 1999, Parent and the Company announced that they had
executed an Agreement Containing Consent Orders with the staff of the FTC. The
Agreement Containing Consent Orders will be submitted to the FTC for its
approval with the recommendation of the FTC staff. There can be no assurances
that the FTC will approve the Agreement Containing Consent Orders or as to the
timing of any such approval. The FTC staff previously indicated to Parent that
it would recommend to the FTC that the Offer be permitted to proceed if Parent
and the Company agreed to divest certain of the Companys investment castings
operations. The Agreement Containing Consent Orders, if approved by the FTC,
would require the divestiture of the Company's large cast parts operations
located in Groton, Connecticut and its titanium castings operations located in
Albany, Oregon.
The Company's subsidiary, Wyman-Gordon Investment Castings, Inc., has
reached an agreement with a buyer pursuant to which the buyer will acquire the
Company's large cast parts operations located in Groton, Connecticut. The terms
of this divestiture have been approved by the FTC staff. The divestiture is
subject to the approval of the FTC, the consummation of the proposed acquisition
of the Company by Parent, and other customary closing conditions. FTC approval
of the Agreement Containing Consent Orders would allow the Offer to proceed
prior to divestiture of the Albany, Oregon titanium castings facility with that
facility being held separately until a potential buyer acceptable to the FTC is
found.
The press release of Parent and the Company, dated October 26, 1999,
announcing execution of the Agreement Containing Consent Orders with the staff
of the FTC, is incorporated herein by reference to Exhibit 14 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 14 Joint Press Release issued by Wyman-Gordon Company and Precision
Castparts Corp. dated October 26, 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: October 27, 1999
WYMAN-GORDON COMPANY
By: /s/ Wallace F. Whitney, Jr.
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Name: Wallace F. Whitney, Jr.
Title: Vice President
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Exhibit 14
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXECUTION OF
AGREEMENT CONTAINING CONSENT ORDERS WITH THE FEDERAL TRADE COMMISSION STAFF
PORTLAND, Oregon and NORTH GRAFTON, Massachusetts - October 26, 1999 -
Precision Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today
announced that they have executed an Agreement Containing Consent Orders with
the staff of the Federal Trade Commission (FTC). The Agreement Containing
Consent Orders will be submitted to the FTC for its approval with the
recommendation of the FTC staff. There can be no assurances that the FTC will
approve the Agreement Containing Consent Orders or as to the timing of any such
approval.
As previously announced, the FTC staff indicated to Precision Castparts
Corp. that it would recommend to the FTC that the $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 be permitted to
proceed if Precision Castparts Corp. and Wyman-Gordon Company agreed to divest
certain Wyman-Gordon Company investment castings operations. The Agreement
Containing Consent Orders, if approved by the FTC, would require the divestiture
of Wyman-Gordon's large cast parts operations located in Groton, Connecticut and
its titanium castings operations located in Albany, Oregon.
Wyman-Gordon Company's subsidiary, Wyman-Gordon Investment Castings, Inc.,
has reached an agreement with a buyer pursuant to which the buyer will acquire
Wyman-Gordon's large cast parts operations located in Groton, Connecticut. The
terms of this divestiture have been approved by the FTC staff. The divestiture
is subject to the approval of the FTC, the consummation of the proposed
acquisition of Wyman-Gordon Company by Precision Castparts Corp., and other
customary closing conditions. FTC approval of the Agreement Containing Consent
Orders would allow the tender offer to proceed prior to divestiture of the
Albany, Oregon titanium castings facility with that facility being held
separately until a potential buyer acceptable to the FTC is found.
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.
This press release contains forward-looking statements based on current
expectations that are covered under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual results and events related to
the transaction may differ from those anticipated.
Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855
Denis Poirier, Wyman-Gordon Company - 508-839-8224
