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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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. 3 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 July 30, 1999, Parent and the Company announced that, on such date,
each of them submitted to the FTC the documents and information requested by the
FTC in its request for additional information under the HSR Act. Parent has
agreed that it will not consummate the proposed acquisition until 20 calendar
days after both Parent and the Company have certified compliance with the FTC's
request for additional information unless the FTC agrees to an earlier closing
date. As a result, the expiration date of the tender offer (which is scheduled
to expire at midnight, New York City time, on Tuesday, August 17, 1999) may need
to be further extended, depending on the status of the FTC's review of the
documents submitted. The press release of Parent and the Company, dated July 30,
1999, announcing the submission of the requested documents and information to
the FTC is incorporated herein by reference to Exhibit 9 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 9 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated July 30, 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: August 2, 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 9
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE
COMPLETION OF SUBMISSION OF ADDITIONAL INFORMATION TO FTC
PORTLAND, Oregon and GRAFTON, Massachusetts - July 30, 1999 - Precision
Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced
that, on July 30, 1999, each of them submitted to the Federal Trade Commission
("FTC") the documents and information requested by the FTC in its request for
additional information under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the "HSR Act"). The requested information related to Precision Castparts
Corp.'s tender offer for shares of common stock of Wyman-Gordon Company that
commenced May 21, 1999. As previously announced, Precision Castparts Corp. has
agreed that it will not consummate the proposed acquisition until 20 calendar
days after both it and Wyman-Gordon Company have certified compliance with the
FTC request for additional information unless the FTC agrees to an earlier
closing date. The purpose of the 20 calendar day period is to provide sufficient
time for the FTC to review the documents submitted and to conclude its review or
determine to take further action.
The tender offer is currently scheduled to expire on August 17, 1999. The
expiration date of the tender offer may need to be further extended, depending
on the status of the FTC review. Additional information regarding the timing of
the tender offer, including whether an extension of the tender offer will be
required, will be announced by Precision Castparts Corp. when it has received
further communication from the FTC as to the status and timing of the FTC
review.
As of the close of business on July 29, 1999, approximately 21,455,000 shares of
common stock of Wyman-Gordon Company had been tendered in the tender offer.
These shares constitute approximately 60 percent 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
