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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6 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. 6 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 September 8, 1999, Parent and the Company announced that the
expiration date of the Offer (which was scheduled to expire at midnight, New
York City time, on Friday, September 10, 1999) has been extended until
midnight, New York City time, on Friday, October 1, 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 September
17, 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 extension of the
Offer is intended to provide Parent with additional time to reach agreement
with the FTC regarding the proposed acquisition. The FTC staff has indicated
to Parent that it will recommend to the FTC that the proposed acquisition be
permitted to proceed if Parent and the Company agree to divest certain of the
Company's investment castings operations. The FTC staff would require that
the Company reach agreement with one or more buyers to sell a portion of the
assets to be divested prior to Parent's acquisition of the Company. Parent
and the Company are continuing to negotiate the terms of the proposed
divestiture with the FTC and are seeking potential buyers for the assets that
have been identified for divestiture. There can be no assurance that Parent
and the Company will find buyers for the assets the FTC staff has requested
to be divested. The press release of Parent and the Company, dated September
8, 1999, extending the Offer is incorporated herein by reference to Exhibit
12 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 12 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated September 8, 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: September 9, 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 12
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXTENSION
OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts, - September 8, 1999 - Precision
Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced
that the expiration date of 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 has been
extended until midnight, New York City time, on Friday, October 1, 1999;
provided, however, that if the applicable waiting period (and any extension
thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR
Act) in respect of the tender offer is terminated prior to September 17, 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.
The extension of the tender offer is intended to provide additional time for
Precision Castparts Corp. to reach an agreement with the Federal Trade
Commission (FTC). The FTC staff has indicated to Precision Castparts Corp. that
it will recommend to the FTC that the proposed acquisition be permitted to
proceed if Precision Castparts Corp. and Wyman-Gordon Company agree to divest
certain Wyman-Gordon Company investment casting operations. The FTC staff would
require that Wyman-Gordon Company reach agreement with one or more buyers to
sell a portion of the assets to be divested prior to Precision Castparts Corp.'s
acquisition of Wyman-Gordon Company. Precision Castparts Corp. and Wyman-Gordon
Company are continuing to negotiate the terms of the proposed divestiture with
the FTC and are seeking potential buyers for the assets that have been
identified for divestiture. There can be no assurance that Precision Castparts
Corp. and Wyman-Gordon Company will find buyers for the assets the FTC staff has
requested to be divested.
As of September 7, 1999, approximately 22,765,000 shares of common stock of
Wyman-Gordon Company had been tendered in the tender offer. This constitutes
approximately 63.5% 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
