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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 9 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. 9 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 1, 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 Monday, November 1, 1999) has been extended until midnight,
New York City time, on Tuesday, November 30, 1999; provided, however, that if
the FTC formally approves the Agreement Containing Consent Orders discussed
below prior to November 15, 1999, the expiration date of the Offer will be the
date which is ten business days immediately following the announcement of such
approval. Parent, the Company and the FTC staff have agreed on the terms of an
Agreement Containing Consent Orders pursuant to which Parent and the Company
would divest the Company's large cast parts operations located in Groton,
Connecticut and its titanium casting operations located in Albany, Oregon. The
FTC staff has recommended approval of the Agreement Containing Consent Orders by
the FTC. There can be no assurances that the FTC will approve the Agreement
Containing Consent Orders or as to the timing of any such approval. The press
release of Parent and the Company, dated November 1, 1999, extending the Offer
is incorporated herein by reference to Exhibit 15 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 15 Joint Press Release issued by Wyman-Gordon Company and
Precision Castparts Corp. dated November 1, 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 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 15
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE
EXTENSION OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - November 1, 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. 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 Tuesday, November 30, 1999; provided,
however, that if the Federal Trade Commission (FTC) formally approves the
Agreement Containing Consent Orders discussed below prior to November 15, 1999,
the expiration date of the tender offer will be the date which is ten business
days immediately following the announcement of such approval.
As previously announced, Precision Castparts Corp., Wyman-Gordon Company and the
FTC staff have agreed on the terms of an Agreement Containing Consent Orders
pursuant to which Precision Castparts Corp. and Wyman-Gordon Company would
divest Wyman-Gordon's large cast parts operations in Groton, Connecticut, and
its titanium casting operations located in Albany, Oregon. The FTC staff has
recommended approval of the Agreement Containing Consent Orders by the FTC.
There can be no assurances that the FTC will approve the Agreement Containing
Consent Orders or as to the timing of any such approval.
As of November 1, 1999, approximately 29,850,000 shares of common stock of
Wyman-Gordon Company had been tendered in the tender offer. This constitutes
approximately 88.4% 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
