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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 11 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. 11 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 25, 1999, Parent announced that Purchaser completed its
Offer for Shares of the Company. At the expiration of the Offer on November 24,
1999, 96 percent of the Company's outstanding Shares on a fully diluted basis
had been tendered (99 percent of the total outstanding shares), and all tendered
shares have been accepted for payment. Parent expects to complete the
acquisition of the remaining 1 percent of the outstanding Shares of the Company
after approval of the merger between the Company and Purchaser by the Company's
shareholders at a shareholders' meeting expected to be held within 60 days. The
press release of Parent, dated November 25, 1999, is incorporated herein by
reference to Exhibit 17 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 17 Press Release issued by Precision Castparts Corp. dated
November 25, 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: November 29, 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 17
PRECISION CASTPARTS CORP. ANNOUNCES COMPLETION OF TENDER OFFER
FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon, - November 25, 1999 - Precision Castparts Corp. (NYSE:PCP)
today announced that Precision Castpart's Corp.'s subsidiary, WGC Acquisition
Corp., has completed its tender offer for shares of common stock of Wyman-Gordon
Company (NYSE:WYG). Wyman-Gordon Company, headquartered in Grafton,
Massachusetts, is a leader in forgings, investment castings and composite
structures.
Precision Castparts Corp. (PCC) announced the proposed acquisition of
Wyman-Gordon Company on May 17, 1999, and commenced a cash tender offer on May
21, 1999, to purchase all outstanding shares of Wyman-Gordon Company common
stock for $20 per share. The acquisition of Wyman-Gordon Company was subject to
the tender of two-thirds of Wyman-Gordon Company's outstanding shares on a fully
diluted basis. At the expiration of the tender offer on November 24, 1999, 96
percent of Wyman-Gordon Company's outstanding shares on a fully diluted basis
had been tendered (99 percent of the total outstanding shares), and all tendered
shares have been accepted for payment. PCC expects to complete the acquisition
of the remaining 1 percent of the outstanding common stock of Wyman-Gordon
Company after approval of a merger between Wyman-Gordon Company and WGC
Acquisition Corp. by the Wyman-Gordon Company shareholders at a shareholders'
meeting expected to be held within 60 days.
PCC's acquisition of Wyman-Gordon creates a company that will be a key supplier
of both castings and forgings for aircraft engine components. In addition, the
acquisition will strengthen PCC's position in structural airframe, IGT, energy
and other industrial markets. Wyman-Gordon's casting business will become part
of a new Investment Cast Products segment, which will also include PCC
Structurals and PCC Airfoils, while Wyman-Gordon's forging business will
constitute its own segment, Forged Products. Mark Donegan, formerly president of
PCC Structurals, Inc., has been named president of Wyman-Gordon.
Precision Castparts Corp. is a worldwide manufacturer of complex metal
components and products. PCC is the market leader in manufacturing both large,
complex structural investment castings and airfoil castings used in jet aircraft
engines. In addition, PCC has expanded into the industrial gas turbine, fluid
management, industrial metalworking tools and machines, pulp and paper, advanced
metal forming technologies, tungsten carbide, and other metal products markets.
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
