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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 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. 5 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 August 20, 1999, Parent and the Company announced that Parent had
agreed with the FTC to not consummate the Offer until ten calendar days after
Parent has notified the FTC if its intent to complete the Offer. Parent has also
agreed that it will not provide such notice until at least 3:00 p.m. Eastern
Time on August 24, 1999. The agreement between Parent and the FTC is intended to
provide Parent with additional time to negotiate with the FTC regarding the
proposed acquisition. As a result, the expiration date of the Offer (which was
scheduled to expire at midnight, New York City time, on Friday, August 27, 1999)
has been extended until midnight, New York City time, on Friday, September 10,
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 August 31, 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 press
release of Parent and the Company, dated August 20, 1999, extending the Offer is
incorporated herein by reference to Exhibit 11 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 11 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated August 20, 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 23, 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 11
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE AGREEMENT WITH
FTC REGARDING TIMING AND EXTENSION OF TENDER OFFER FOR WYMAN-GORDON COMPANY
COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - August 20, 1999 - Precision
Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced
that Precision Castparts Corp. has agreed with the Federal Trade Commission
("FTC") that it will not consummate 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 until
10 calendar days after Precision Castparts Corp. has notified the FTC if its
intent to complete the transaction. Precision Castparts Corp. has also agreed
that it will not provide such notice until at least 3:00 p.m. Eastern Time on
August 24, 1999. The agreement regarding timing is intended to provide
additional time for Precision Castparts Corp. to negotiate with the FTC.
As a result, the expiration date of has been extended until midnight, New York
City time, on Friday, September 10, 1999; provided, however, that if the
applicable waiting period (and any extension thereof) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in respect
of the tender offer is terminated prior to August 31, 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. As of the August 20, approximately 21,873,878 shares
of common stock of Wyman-Gordon Company had been tendered in the tender offer.
This constitutes approximately 62.6% 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
