<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 10 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
================================================================================
<PAGE>
This Amendment No. 10 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 November 9, 1999, Parent and the Company announced that the FTC has
accepted for public comment the Agreement Containing Consent Orders previously
agreed to by the FTC staff. The FTC action satisfies the final condition to the
closing of the Offer, other than conditions that by their terms can be satisfied
only at the closing. As a result, the expiration date of the Offer will be
midnight, New York City time, on Wednesday, November 24, 1999, unless extended.
The press release of Parent and the Company, dated November 9, 1999, is
incorporated herein by reference to Exhibit 16 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 16 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated November 9, 1999
<PAGE>
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: November 10, 1999
WYMAN-GORDON COMPANY
By: /s/ Wallace F. Whitney, Jr.
-----------------------------------
Name: Wallace F. Whitney, Jr.
Title: Vice President
<PAGE>
EXHIBIT 16
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE RECEIPT OF FTC
ACCEPTANCE OF AGREEMENT CONTAINING CONSENT ORDERS AND SET FINAL EXPIRATION DATE
OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - November 9, 1999 - Precision
Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced
that the Federal Trade Commission (FTC) has accepted for public comment the
Agreement Containing Consent Orders previously agreed to by the FTC staff. The
FTC action satisfies the final condition to the closing of the previously
announced $20.00 per share cash tender offer by Precision Castparts Corp.
subsidiary, WGC Acquisition Corp., for all outstanding shares of common stock of
Wyman-Gordon Company, other than conditions that by their terms can be satisfied
only at the closing. As a result, the expiration date of the cash tender offer
will be midnight, New York City time, on Wednesday, November 24, 1999, unless
extended.
"We are pleased with the FTC's action," said William C. McCormick, chairman and
chief executive officer of Precision Castparts Corp. "Today, we have moved one
step closer to completing this acquisition, which will significantly benefit
both our customers and our shareholders. We look forward to closing the deal in
the next two weeks."
As of November 9, 1999, approximately 27,800,000 shares of common stock of
Wyman-Gordon Company had been tendered in the tender offer. This constitutes
approximately 77.8% 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.
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
