<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the Fiscal Year ended December 31, 1998
[ ] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the Transition Period from to
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
(Full Title of the Plan)
WYMAN-GORDON COMPANY
244 WORCESTER STREET
P.O. BOX 8001
NORTH GRAFTON, MASSACHUSETTS 01536-8001
(Name of Issuer of the Securities Held
Pursuant to the Plan and the Address
of its Principal Executive Offices)
1 of 3
<PAGE>
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Committee of Wyman-Gordon Company has duly
caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
Date: 6/30/99 By: /S/DAVID J. SULZBACH
David J. Sulzbach
Vice President -
Finance and Corporate
Controller
-2-
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<PAGE> 3
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report)
-3-
<PAGE>
<PAGE> 4
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY
SAVINGS/INVESTMENT PLAN
TABLE OF CONTENTS
PAGE
<S> <C>
Independent Auditors' Report R-2
Independent Auditors' Consent R-3
Statements of Net Assets Available for Benefits R-4
Statements of Changes in Net Assets Available
for Benefits R-5A - R-5B
Notes to Financial Statements R-6 - R-18
Schedule 1 - Schedule of Assets Held for
Investment Purposes R-19 - R-19A
Schedule 2 - Schedule of Reportable Transactions R-20 - R-20A
</TABLE>
R-1
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<PAGE> 5
INDEPENDENT AUDITORS' REPORT
To The Trustees of Wyman-Gordon Company
Savings/Investment Plan
We have audited the accompanying statements of net assets
available for benefits of the Wyman-Gordon Company
Savings/Investment Plan as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available
for benefits of the Wyman-Gordon Company Savings/Investment Plan
as of December 31, 1998 and 1997, and the changes in net assets
available for benefits for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/S/MOTTLE McGRATH BRANEY & FLYNN, P.C.
Mottle McGrath Braney & Flynn, P.C.
Worcester, Massachusetts
June 28, 1999
R-2
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<PAGE> 6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon
Company Savings/Investment Plan of our report dated June 28, 1999,
with respect to the financial statements and schedules of the
Wyman-Gordon Company Savings/Investment Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1998.
/S/MOTTLE McGRATH BRANEY & FLYNN, P.C.
Mottle McGrath Braney & Flynn, P.C.
Worcester, Massachusetts
June 28, 1999
R-3
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<PAGE> 7
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
1998 1997
ASSETS
<S> <C> <C>
Investments, at fair value:
Collective Investment Funds:
AIM Constellation $ 2,925,399 $ 2,497,109
Merrill Lynch - Income
Accumulation 22,051,843 20,877,997
MasterWorks-LifePath 2000 1,071,110 1,199,518
MasterWorks-LifePath 2010 1,668,434 1,226,481
MasterWorks-LifePath 2020 1,722,786 1,329,460
MasterWorks-LifePath 2030 683,194 539,543
MasterWorks-LifePath 2040 1,480,643 821,495
Neuberger & Berman Guardian Trust 1,672,347 1,695,431
Norwest Large Company Growth Fund 8,746,000 -
Templeton Foreign (I) 824,499 1,015,875
MasterWorks-Asset Allocation 14,729,207 11,257,089
MasterWorks-Bond Index 6,624,220 5,641,628
MasterWorks-Growth Stock - 9,121,968
MasterWorks-S&P 500 Stock 29,138,483 22,275,400
93,338,165 79,498,994
Wyman-Gordon Stock 16,323,173 21,815,355
Cooper Common Stock - 1,086,473
Cooper Cameron Common Stock - 84,392
Participant Loans 3,250,277 2,934,289
Total assets $112,911,615 $105,419,503
Net assets available for
benefits $112,911,615 $105,419,503
</TABLE>
See accompanying notes to financial statements.
R-4
<PAGE>
<PAGE> 8
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1998
MERRILL
LYNCH MASTER- MASTER-
AIM INCOME WORKS WORKS
CONSTEL- ACCUMU- LIFEPATH LIFEPATH
LATION LATION 2000 2010
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 515,662 $ 1,479,148 $ 82,672 $ 203,167
Employer - - - -
515,662 1,479,148 82,672 203,167
Interest and
dividends 70,355 1,274,872 71,004 108,655
Net appreciation
(depreciation)
in fair value of
investments 377,436 - 36,088 101,460
Total
additions 963,453 2,754,020 189,764 413,282
DEDUCTIONS
Participants'
withdrawals (174,223) (2,523,231) (197,733) (33,085)
Plan administrative
expenses (4,163) (30,338) (723) (1,746)
Net transfers
in (out) (356,777) 973,395 (119,716) 63,502
Total (deductions)
additions (535,163) (1,580,174) (318,172) 28,671
Increase(decrease)
in net assets
available for
benefits 428,290 1,173,846 (128,408) 441,953
Net assets available
for benefits:
Beginning of
year 2,497,109 20,877,997 1,199,518 1,226,481
End of year $2,925,399 $22,051,843 $ 1,071,110 $ 1,668,434
</TABLE>
See accompanying notes to financial statements.
R-5A1
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<PAGE> 9
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1998
MASTER- MASTER- MASTER- NEUBERGER
WORKS WORKS WORKS & BERMAN
LIFEPATH LIFEPATH LIFEPATH GUARDIAN
2020 2030 2040 TRUST
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 224,379 $ 133,851 $ 253,436 $ 293,049
Employer - - - -
224,379 133,851 253,436 293,049
Interest and
dividends 119,906 39,401 89,950 146,897
Net appreciation
(depreciation)
in fair value of
investments 138,587 90,462 161,999 (120,856)
Total
additions 482,872 263,714 505,385 319,090
DEDUCTIONS
Participants'
withdrawals (13,774) (33,100) (120,295) (88,899)
Plan administrative
expenses (2,216) (1,668) (2,212) (2,233)
Net transfers
in (out) (73,556) (85,295) 276,270 (251,042)
Total (deductions)
additions (89,546) (120,063) 153,763 (342,174)
Increase(decrease)
in net assets
available for
benefits 393,326 143,651 659,148 (23,084)
Net assets available
for benefits:
Beginning of
year 1,329,460 539,543 821,495 1,695,431
End of year $1,722,786 $ 683,194 $ 1,480,643 $ 1,672,347
</TABLE>
See accompanying notes to financial statements.
R-5A2
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<PAGE> 10
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1998
NORWEST MASTER- MASTER-
LARGE WORKS WORKS
COMPANY TEMPLETON ASSET BOND
GROWTH FOREIGN(I) ALLOCATION INDEX
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 71,675 $ 194,841 $ 1,166,237 $ 408,265
Employer - - - -
71,675 194,841 1,166,237 408,265
Interest and
dividends - 84,276 1,651,523 389,645
Net appreciation
(depreciation)
in fair value of
investments 766,769 (137,562) 1,253,441 164,732
Total
additions 838,444 141,555 4,071,201 962,642
DEDUCTIONS
Participants'
withdrawals (5,059) (82,096) (926,398) (247,947)
Plan administrative
expenses (999) (1,237) (10,861) (5,660)
Net transfers
in (out) 7,913,614 (249,598) 338,176 273,557
Total (deductions)
additions 7,907,556 (332,931) (599,083) 19,950
Increase(decrease)
in net assets
available for
benefits 8,746,000 (191,376) 3,472,118 982,592
Net assets available
for benefits:
Beginning of
year - 1,015,875 11,257,089 5,641,628
End of year $8,746,000 $ 824,499 $14,729,207 $ 6,624,220
</TABLE>
See accompanying notes to financial statements.
R-5A3
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<PAGE> 11
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1998
MASTER- MASTER-
WORKS WORKS WYMAN- COOPER
GROWTH S&P 500 GORDON COMMON
STOCK STOCK STOCK STOCK
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 1,155,118 $ 2,922,752 $ 1,351,258 $ -
Employer - - 2,608,012 -
1,155,118 2,922,752 3,959,270 -
Interest and
dividends 1,763,585 1,686,744 - -
Net appreciation
(depreciation)
in fair value of
investments (1,757,059) 4,581,973 (11,576,180) 45,133
Total
additions 1,161,644 9,191,469 (7,616,910) 45,133
DEDUCTIONS
Participants'
withdrawals (460,244) (1,424,676) (883,915) (17,909)
Plan administrative
expenses (10,408) (26,473) (22,216) -
Net transfers
in (out) (9,812,960) (877,237) 3,030,859 (1,113,697)
Total (deductions)
additions (10,283,612) (2,328,386) 2,124,728 (1,131,606)
Increase(decrease)
in net assets
available for
benefits (9,121,968) 6,863,083 (5,492,182) (1,086,473)
Net assets available
for benefits:
Beginning of
year 9,121,968 22,275,400 21,815,355 1,086,473
End of year $ - $29,138,483 $16,323,173 $ -
</TABLE>
See accompanying notes to financial statements.
R-5A4
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<PAGE> 12
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1998
COOPER
CAMERON
COMMON COOPER PARTICIPANT PLAN
STOCK DEBENTURE LOANS TOTALS
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ - $ - $ - $ 10,455,510
Employer - - - 2,608,012
- - - 13,063,522
Interest and
dividends - - 351,659 7,848,472
Net appreciation
(depreciation)
in fair value of
investments (29,280) - - (5,902,857)
Total
additions (29,280) - 351,659 15,009,137
DEDUCTIONS
Participants'
withdrawals - - (161,288) (7,393,872)
Plan administrative
expenses - - - (123,153)
Net transfers
in (out) (55,112) - 125,617 -
Total (deductions)
additions (55,112) - (35,671) (7,517,025)
Increase(decrease)
in net assets
available for
benefits (84,392) - 315,988 7,492,112
Net assets available
for benefits:
Beginning of
year 84,392 - 2,934,289 105,419,503
End of year $ - $ - $ 3,250,277 $112,911,615
</TABLE>
See accompanying notes to financial statements.
R-5A5
<PAGE>
<PAGE> 13
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1997
MERRILL
LYNCH MASTER- MASTER-
AIM INCOME WORKS WORKS
CONSTEL- ACCUMU- LIFEPATH LIFEPATH
LATION LATION 2000 2010
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 444,244 $ 1,473,989 $ 142,080 $ 181,275
Employer - - - -
444,244 1,473,989 142,080 181,275
Interest and
dividends 191,170 1,293,199 70,566 75,887
Net appreciation
(depreciation)
in fair value of
investments 19,980 - 29,861 116,311
Total
additions 655,394 2,767,188 242,507 373,473
DEDUCTIONS
Participants'
withdrawals (210,789) (1,631,745) (49,854) (80,831)
Plan administrative
expenses (3,381) (52,041) (441) (1,138)
Net transfers
in (out) (42,431) (415,049) 223,639 (329,175)
Total (deductions)
additions (256,601) (2,098,835) 173,344 (411,144)
Increase(decrease)
in net assets
available for
benefits 398,793 668,353 415,851 (37,671)
Net assets available
for benefits:
Beginning of
year 2,098,316 20,209,644 783,667 1,264,152
End of year $2,497,109 $20,877,997 $ 1,199,518 $ 1,226,481
</TABLE>
See accompanying notes to financial statements.
R-5B1
<PAGE>
<PAGE> 14
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
MASTER- MASTER- MASTER- NEUBERGER
WORKS WORKS WORKS & BERMAN
LIFEPATH LIFEPATH LIFEPATH GUARDIAN
2020 2030 2040 TRUST
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 237,986 $ 93,014 $ 107,990 $ 242,280
Employer - - - -
237,986 93,014 107,990 242,280
Interest and
dividends 72,190 21,241 41,338 121,327
Net appreciation
(depreciation)
in fair value of
investments 164,211 65,782 46,750 43,793
Total
additions 474,387 180,037 196,078 407,400
DEDUCTIONS
Participants'
withdrawals (14,766) (1,084) (13,451) (17,786)
Plan administrative
expenses (1,255) (809) (940) (1,762)
Net transfers
in (out) (157,677) 117,596 454,998 459,275
Total (deductions)
additions (173,698) 115,703 440,607 439,727
Increase(decrease)
in net assets
available for
benefits 300,689 295,740 636,685 847,127
Net assets available
for benefits:
Beginning of
year 1,028,771 243,803 184,810 848,304
End of year $1,329,460 $ 539,543 $ 821,495 $ 1,695,431
</TABLE>
See accompanying notes to financial statements.
R-5B2
<PAGE>
<PAGE> 15
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
NORWEST MASTER- MASTER-
LARGE WORKS WORKS
COMPANY TEMPLETON ASSET BOND
GROWTH FOREIGN(I) ALLOCATION INDEX
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ - $ 186,292 $ 780,113 $ 359,758
Employer - - - -
- 186,292 780,113 359,758
Interest and
dividends - 106,553 1,409,211 350,754
Net appreciation
(depreciation)
in fair value of
investments - (70,739) 670,121 139,198
Total
additions - 222,106 2,859,445 849,710
DEDUCTIONS
Participants'
withdrawals - (34,290) (776,425) (269,415)
Plan administrative
expenses - (1,115) (10,071) (4,853)
Net transfers
in (out) - 215,735 (359,935) (16,725)
Total (deductions)
additions - 180,330 (1,146,431) (290,993)
Increase(decrease)
in net assets
available for
benefits - 402,436 1,713,014 558,717
Net assets available
for benefits:
Beginning of
year - 613,439 9,544,075 5,082,911
End of year $ - $ 1,015,875 $11,257,089 $ 5,641,628
</TABLE>
See accompanying notes to financial statements.
R-5B3
<PAGE>
<PAGE> 16
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
MASTER- MASTER-
WORKS WORKS WYMAN- COOPER
GROWTH S&P 500 GORDON COMMON
STOCK STOCK STOCK STOCK
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ 1,306,203 $ 2,187,443 $ 1,122,199 $ -
Employer - - 2,322,047 -
1,306,203 2,187,443 3,444,246 -
Interest and
dividends 717,728 785,937 - -
Net appreciation
(depreciation)
in fair value of
investments (394,202) 4,606,782 (2,277,945) 192,361
Total
additions 1,629,729 7,580,162 1,166,301 192,361
DEDUCTIONS
Participants'
withdrawals (771,842) (1,176,550) (669,498) (19,653)
Plan administrative
expenses (11,924) (21,264) (27,527) -
Net transfers
in (out) (2,219,751) (112,552) 3,056,088 (129,427)
Total (deductions)
additions (3,003,517) (1,310,366) 2,359,063 (149,080)
Increase(decrease)
in net assets
available for
benefits (1,373,788) 6,269,796 3,525,364 43,281
Net assets available
for benefits:
Beginning of
year 10,495,756 16,005,604 18,289,991 1,043,192
End of year $ 9,121,968 $22,275,400 $21,815,355 $ 1,086,473
</TABLE>
See accompanying notes to financial statements.
R-5B4
<PAGE>
<PAGE> 17
<TABLE>
<CAPTION>
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits (continued)
Year Ended December 31, 1997
COOPER
CAMERON
COMMON COOPER PARTICIPANT PLAN
STOCK DEBENTURE LOANS TOTALS
<S> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employee $ - $ - $ - $ 8,864,866
Employer - - - 2,322,047
- - - 11,186,913
Interest and
dividends - - 265,941 5,523,042
Net appreciation
(depreciation)
in fair value of
investments 26,974 21,970 - 3,401,208
Total
additions 26,974 21,970 265,941 20,111,163
DEDUCTIONS
Participants'
withdrawals (3,516) (50,014) (46,147) (5,837,656)
Plan administrative
expenses - (113) - (138,634)
Net transfers
in (out) (41,500) (1,052,017) 348,908 -
Total (deductions)
additions (45,016) (1,102,144) 302,761 (5,976,290)
Increase(decrease)
in net assets
available for
benefits (18,042) (1,080,174) 568,702 14,134,873
Net assets available
for benefits:
Beginning of
year 102,434 1,080,174 2,365,587 91,284,630
End of year $ 84,392 $ - $ 2,934,289 $105,419,503
</TABLE>
See accompanying notes to financial statements.
R-5B5
<PAGE>
<PAGE> 18
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The Wyman-Gordon Company Savings/Investment Plan ("the Plan")
is a single employer defined contribution plan covering
certain employees of Wyman-Gordon Company ("the Company").
The Plan was established on January 1, 1981 for the purpose
of providing eligible employees with opportunities for (1)
convenient and regular personal savings; (2) sharing in
contributions by the Company out of its current and
accumulated net profits; and (3) supplementing retirement
benefits. The Plan is a contributory plan which is funded by
a trust arrangement with the Wyman-Gordon Savings/Investment
Trust (the "Trust").
The above description of the Plan is provided for general
information purposes only. Participants should refer to the
Plan document for more complete information.
(a) ADMINISTRATION OF THE PLAN
The Plan is administered jointly by a Plan Committee and
a Plan Investment Committee, both of whose members are
appointed by the Company's Chief Executive Officer.
The Plan committees are responsible for the promulgation
and enforcement of necessary or appropriate rules and
regulations for the administration of the Plan, the
interpretation of the terms of the Plan, the resolution
of questions relating to an individual's participation
in the Plan and the determination of investments for the
participants to select as their investment alternatives.
(b) ELIGIBILITY
All employees of the Company are eligible to participate
in the Plan except any employee who is covered by a
collective bargaining agreement which does not
specifically call for their participation in this Plan.
Participation can begin after a maximum of three months
service.
(c) FEDERAL INCOME TAXES
The Internal Revenue Service (IRS) has determined and
informed the Company by letter dated April 24, 1997,
that the Plan and related Trust are designed in
accordance with Section 401 of the Internal Revenue Code
(IRC). The Plan has been amended since receiving its
determination letter. The Company believes that the
Plan is designed and is currently being operated in
compliance with the applicable provisions of the IRC.
Accordingly, no provision for taxes is necessary since
the Trust has been determined to be exempt from taxation
under Section 501 of the IRC.
R-6
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<PAGE> 19
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(d) EMPLOYEE CONTRIBUTIONS
Upon becoming participants, eligible employees may elect
to reduce their compensation between 1% and 15% and have
such amount contributed to the Plan by the employer as a
pre-tax contribution. With regard to a participant who
is a Wyman-Gordon Forgings, Inc. (WGFI), a subsidiary of
the Company, hourly employee, 20% is the maximum
contribution. The election shall be made in advance as
a whole percentage of compensation. Additionally, an
eligible employee may elect to make after-tax
contributions to the Plan subject to the percentage
limitations discussed above.
In addition, in no event shall the contributions made by
or on behalf of a participant for a Plan year exceed
certain limitations as required by the Employee
Retirement Income Security Act of 1974 (ERISA). The IRC
also includes provisions which limit the amount of
employer contributions which may be made on behalf of
any individual participant.
(e) COMPANY CONTRIBUTIONS
Currently, the Company matches 50% of each participant's
quarterly contributions to the Plan with Company stock.
Amounts eligible for the 50% stock match are limited to
5% of the participant's salary. The employer may change
the 50% matching rate or the 5% of considered pay to any
other percentages including 0%. The Company stock match
amounted to $2,608,012 and $2,322,047 in 1998 and 1997,
respectively.
For employees covered by the Labor Agreement with the
United Steelworkers of America, Local 2285, subject to
the attainment of performance goals for each quarter of
the fiscal year, the Company will make Stock Bonus
Contributions on behalf of each Participant.
The Stock Bonus Contributions for each period are
allocated among eligible participants in an equal dollar
amount, up to a maximum of $0.25 for each hour worked up
to a maximum of 40 hours worked per week. The dollar
amount is determined based on the percentage attainment
of the predetermined published quarterly performance
goal. Such amount is zero if the percentage attainment
of such goal is less than 90% and is 90% of the $0.25
(the maximum dollar amount) if the percentage attainment
is equal to 90%. For each incremental percentage in
excess of 90%, the dollar amount is increased.
R-7
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<PAGE> 20
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(e) COMPANY CONTRIBUTIONS, (continued)
The Company is required to make each period's stock
bonus contribution in cash or in Company stock.
If the employer elects to make the period's stock bonus
contribution in Company stock, the number of shares of
Company stock to be contributed will be determined by
dividing the dollar amount of the stock bonus
contribution for the period by the average price of one
share of Company stock during the period.
(f) PARTICIPANT ACCOUNTS
Each participant's account is credited with the
participant's contribution and allocation of the
Company's contribution, Plan earnings, and forfeitures
of terminated participants nonvested accounts.
Allocations are based on participant earnings or account
balances, as defined. The benefit to which a
participant is entitled is the benefit that can be
provided from the participant's account.
(g) INVESTMENT FUNDS
Effective as of July 1, 1994, assets from the Cooper
Industries, Inc. Savings and Stock Ownership Plan and
the Cameron Iron Works, USA, Inc. Savings Investment
Plan for Hourly Employees attributable to participants
who prior to May 27, 1994, were employees of Cameron
Forged Products Company and who on May 27, 1994 became
employees of WGFI were transferred to this Plan. The
assets included Cooper Common Stock and Cooper Preferred
Stock which were held in the Cooper Common Stock Fund
and Cooper Preferred Stock Fund, respectively. A
participant's or beneficiary's existing investment in
the Cooper Common Stock Fund and the Cooper Preferred
Stock Fund as of July 1, 1994 and earnings thereon may
continue to be invested in such funds until such time as
the participant or beneficiary otherwise elects to
invest such portion of their account or the
Administrator directs the liquidation of such funds.
The Cooper Common Stock Fund and the Cooper Preferred
Stock Fund are not designated as available for
investment by participants or beneficiaries, except to
the extent a participant or beneficiary is permitted to
exchange all or a portion of their investment in the
Cooper Preferred Stock Fund for an equivalent investment
in the Cooper Common Stock Fund.
R-8
<PAGE>
<PAGE> 21
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
On August 29, 1997, the MasterWorks Division of Barclays
Global Investors, N.A., (BGI), a wholly-owned subsidiary
of Barclays Bank PLC, was sold to Merrill Lynch, Pierce,
Fenner & Smith Inc. ("Merrill Lynch"). MasterWorks is
currently operated as a separate component of Merrill
Lynch Group Employee Services, a division of Merrill
Lynch.
In conjunction with the MasterWorks sale, BGI remained
as trustee of all MasterWorks plans through December 31,
1997, but delegated to Merrill Lynch, beginning August
30, 1997, all duties and functions required of BGI as a
trustee of a MasterWorks client. Clients were provided
documentation and appointed Merrill Lynch Trust Company
FSB successor trustee of their plans effective January
1, 1998. BGI had no responsibility for and no
involvement with MasterWorks activities after August 29,
1997 (except to the extent BGI acted as trustee, as
described above, or that MasterWorks clients
participated in BGI's managed investments or BGI
performed fund accounting services).
Participants in the Plan have the following 14
investment funds available as of December 31, 1998:
AIM Constellation Fund - aggressively seeks to
increase shareholders' capital by investing
principally in common stocks, with emphasis on
medium-sized and smaller emerging growth companies.
Management of the fund will be particularly
interested in companies that are likely to benefit
from new or innovative products, services or
processes that should enhance such companies'
prospects for future growth in earnings.
Merrill Lynch Income Accumulation Fund - invests
in a mix of fixed-rate and variable-rate securities
with strong credit ratings. The fund diversifies
its investment by limiting its holdings of any one
issuer to 10% of the fund assets at the time of
purchase. This limitation does not apply to the
U.S. Government or its agencies. Between 25% and
50% of the fund is held in publicly traded
instruments.
R-9
<PAGE>
<PAGE> 22
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
MASTERWORKS LIFEPATH FUNDS
Each LifePath Fund seeks to provide long-term
investors with an asset allocation strategy
designed to maximize assets for retirement or for
other purposes consistent with the quantitatively
measured risk investors, on average, may be willing
to accept given their investment time horizon.
Specifically:
LifePath 2000 Fund - is managed for investors
planning to retire (or begin to withdraw
substantial portions of their investment)
approximately in the year 2000.
LifePath 2010 Fund - is managed for investors
planning to retire (or begin to withdraw
substantial portions of their investment)
approximately in the year 2010.
LifePath 2020 Fund - is managed for investors
planning to retire (or begin to withdraw
substantial portions of their investment)
approximately in the year 2020.
LifePath 2030 Fund - is managed for investors
planning to retire (or begin to withdraw
substantial portions of their investment)
approximately in the year 2030.
LifePath 2040 Fund - is managed for investors
planning to retire (or begin to withdraw
substantial portions of their investment)
approximately in the year 2040.
NEUBERGER & BERMAN GUARDIAN TRUST - is a growth and
income fund that emphasizes investments in stocks
of established, high-quality companies considered
to be undervalued in comparison to stocks of
similar companies.
NORWEST LARGE COMPANY GROWTH FUND - seeks to
provide long-term capital appreciation through
investment primarily in large, high-quality,
domestic, dynamic growth companies whose earnings
are expected to grow 50% faster than the market, as
measured by the earnings of the S&P 500 Stock
Index.
R-10
<PAGE>
<PAGE> 23
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
TEMPLETON FOREIGN FUND - CLASS I - seeks to achieve
long-term capital growth through a flexible policy
of investing in stocks and debt obligations of
companies and governments outside the United
Stares.
MASTERWORKS ASSET ALLOCATION FUND - seeks to
achieve superior long-term gains at reasonable risk
by actively shifting investments among common
stocks, U.S. Treasury Bonds and money market
instruments. The investment strategy of the Asset
Allocation Fund focuses on the relative
attractiveness of asset classes at given points in
time. The fund uses a computerized portfolio
selection model to determine the optimum mix among
stocks, bonds and money market instruments.
MASTERWORKS BOND INDEX FUND - seeks to approximate,
as closely as practicable before fees and expenses,
the total rate of return of the U.S. market for
issued and outstanding U.S. Government and high-
grade corporate bonds as measured by the Lehman
Brothers Government/Corporate Bond Index (the LB
Bond Index). The fund seeks to achieve its
investment objective by investing all of its assets
in the Master Series, which has substantially the
same investment objective as the Fund. The Master
Series seeks to achieve its objective by investing
substantially all of its assets in securities
included in the LB Bond Index, which is composed of
approximately 5,000 issues of fixed income
securities, including U.S. Government securities
and investment grade corporate bonds, each with an
outstanding market value of at least $25 million
and remaining maturity of greater than one year.
MASTERWORKS S&P 500 STOCK FUND - seeks to achieve
the same total rate of return as the S&P 500 Index.
The S&P 500 Stock Fund invests in the same stocks
and in substantially the same percentages as the
S&P 500 Index. The stocks included in the fund
represent those held by the Index itself and do not
reflect subjective options concerning individual
companies or industries.
R-11
<PAGE>
<PAGE> 24
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(g) INVESTMENT FUNDS (continued)
WYMAN-GORDON STOCK FUND - invests in the common
stock of the Company, the plan sponsor. Amounts
contributed to the Wyman-Gordon Stock Fund may be
temporarily invested in other short-term
investments pending the purchase of Company stock.
This fund is subject to a relatively high degree of
risk because it is not a diversified investment and
is subject to any potential volatility in the price
of the Company's common stock.
In April 1998, the Administrative Committee elected to
terminate the Cooper Common Stock Fund and the Cooper
Cameron Common Stock Fund on December 31, 1998. All
participants in these funds had the option to transfer
their investment in these two funds to any funds of
their choice between April and December 31, 1998. All
remaining shares in these two funds on December 31, 1998
were liquidated by Merrill Lynch and transferred to the
Merrill Lynch Income Accumulation Fund as of January 1,
1999.
In 1997, Cooper called the entire issue of the
convertible, subordinate debentures for redemption. All
debentures were sold at a value of $1,185 per $1,000
face value of bonds held on May 21, 1997. Upon
completion of the sale of all debentures the Cooper
Debenture Fund was terminated and all assets were
transferred to the Merrill Lynch Income Accumulation
Fund.
(h) DISTRIBUTIONS OF BENEFITS
Participants (or their beneficiaries in the case of
their death) may elect to have their vested account
balance paid to them following their termination of
employment with the Company, by submitting a completed
distribution election form to the Plan Administrator.
Participants who are WGFI hourly employees must be paid
in the form of a single lump sum. Notwithstanding, if
they are a WGFI hourly employee at the time they are
required by law to commence distribution, or anytime
thereafter, they may instead elect to be paid annually
in a lump sum in an amount sufficient to comply with
Code Section 401(a)(9).
R-12
<PAGE>
<PAGE> 25
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(h) DISTRIBUTIONS OF BENEFITS (continued)
Participants, other than participants who are WGFI
Hourly Employees, may elect to be paid in any of these
forms:
(a) a single lump sum, or
(b) a portion paid in a lump sum, and the
remainder paid later, or
(c) periodic installments over a period not to
exceed the life expectancy of the participants
and their beneficiaries.
Distributions must be made in cash, except to the extent
of the distribution of any participant outstanding loan
balance, if any and except (if the account is
distributed in a lump sum) to the extent a participant
elects payment in the form of whole shares of Company
Stock, Cooper Common Stock and Cooper Cameron Stock and
cash in lieu of fractional shares to the extent invested
in the Company Stock Fund, Cooper Common Stock Fund and
Cooper Cameron Common Stock Fund.
(i) VESTING
Participants are fully vested in contributions made by
employees and certain employer contributions.
Participants become fully vested in their Company Stock
Match Account if (1) their hire date is on or before
April 1, 1993 and they were an employee of the Company
on April 1, 1993 or (2) they were employed by WGFI on
May 27, 1994, and were previously employed by Cameron
Forged Products Company. Notwithstanding, prior to the
effective date, a participant's employer account became
vested in accordance with a vesting schedule then in
effect.
Participants entire accounts become fully vested once
they have attained their normal retirement date as an
employee or upon their leaving the Company due to their
disability or death.
R-13
<PAGE>
<PAGE> 26
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(i) VESTING (continued)
In addition to the vesting provided above, a
participant's Company Stock Match Account becomes vested
in accordance with the following schedule, unless (1)
their hire date is on or before April 1, 1993 and they
were an employee of the Company on April 1, 1993 or (2)
they were employed by WGFI on May 27, 1994, and were
previously employed by Cameron Forged Products Company
before that date:
<TABLE>
<CAPTION>
COMPANY STOCK MATCH ACCOUNT VESTING SCHEDULE
YEARS OF VESTING SERVICE VESTED PERCENTAGE
<S> <C>
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
(j) WITHDRAWALS
Withdrawals may only be made in accordance with the
terms of the Plan. Hardship withdrawals of tax deferred
contributions and related earnings are subject to
approval by the Plan Administrator based upon the
participant's financial need and are subject to IRS
limitations.
Withdrawals of after-tax contributions, rollover account
withdrawals, withdrawals for participants over age 59
1/2 and withdrawals of certain Company contributions are
allowed for amounts up to the extent of a participant's
account balance with certain restrictions.
(k) PARTICIPANT LOANS
Participants may borrow, generally, up to the lesser of
50% of their total vested account balance in the Plan or
$50,000 less the highest outstanding plan loan balance
during the one-year period preceding the date of the new
loan. The loans bear interest at market rates and are
repaid in regular installments within five years. Early
prepayment is allowed.
R-14
<PAGE>
<PAGE> 27
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION (continued)
(l) FORFEITURES
Forfeitures of employer contributions are invested in
interest bearing deposits of Merrill Lynch. Forfeiture
amounts are utilized to restore accounts, pay plan fees
and expenses, and to reduce the Company stock match and
bonus contributions as directed by the Plan
administrator.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies
followed by the Plan in preparation of its financial
statements. The financial statements are prepared in
accordance with generally accepted accounting principles.
(a) USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the amounts reported in the financial statements and
accompanying notes. Actual results could differ from
those estimates.
(b) VALUATION OF INVESTMENTS
The Plan's investments are stated at fair value. The
fair value of investments is generally determined as
follows:
* Units of Merrill Lynch collective investment funds
are valued on the basis of the unit value
established for each fund at each valuation date.
Valuation of the funds' units occurs, at a minimum,
on a monthly basis. Unit values are determined by
dividing the value of the funds' net assets by the
number of units outstanding on the valuation date.
* Stocks and mutual funds traded on security
exchanges are valued at closing market prices on
the valuation date.
(c) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade
date. Interest income is accounted for on the daily
accrual basis. Dividend income is recorded on the ex-
dividend date. The cost of securities sold is computed
on an average cost basis.
R-15
<PAGE>
<PAGE> 28
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d) INVESTMENT INCOME
Net investment income, as earned, is allocated to
participant accounts and reinvested. The Plan presents,
in the Statements of Changes in Net Assets Available for
Benefits, net appreciation (depreciation) of the fair
value of investments which consists of the realized
gains and losses and the unrealized appreciation
(depreciation) on those investments.
(e) PURCHASES AND REDEMPTIONS OF UNITS
The value of participating units, upon admission to or
withdrawal from the funds, is based upon the fair value
of net assets held as of the valuation date. Upon
purchase or redemption of units by a participant,
transaction costs incurred for the related security
transactions are borne by that participant.
(f) EXPENSES
Account maintenance, transaction fees and expenses and
investment fund management and maintenance fees are paid
by the Plan and charged to the participants accounts;
all other fees are paid by the Company.
(g) RECLASSIFICATIONS
Where appropriate, prior year amounts have been
reclassified to permit comparison.
3. PLAN LIABILITIES
Merrill Lynch uses a daily valuation method whereby all
account activity and related transactions take place on the
same day as the day of record. Therefore, all benefit
payments to participants or Plan expenses are paid from the
various funds on a current basis and at December 31, 1998 and
1997, there were no accrued liabilities for the Plan.
R-16
<PAGE>
<PAGE> 29
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
4. INVESTMENTS
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
MasterWorks - Income Accumulation Fund
(1,484,153 shares and 1,494,755 shares) $22,051,843 $20,877,997
Norwest Large Company Growth Fund
(160,536 shares) 8,746,000 -
MasterWorks - Asset Allocation Fund
(1,041,670 shares and 883,602 shares) 14,729,207 11,257,089
MasterWorks - Bond Index Fund
(661,760 shares and 579,223 shares) 6,624,220 5,641,628
MasterWorks - Growth Stock Fund
(624,365 shares) - 9,121,968
MasterWorks - S&P 500 Stock Fund
(1,184,010 shares and 1,092,467 shares) 29,138,483 22,275,400
Wyman-Gordon Stock Fund
(1,105,157 shares and 764,111 shares) 16,323,173 21,815,355
</TABLE>
5. RELATED PARTY TRANSACTIONS
Certain Plan investments are units of collective investment
funds managed by the MasterWorks Division of BGI, now owned by
Merrill Lynch. Merrill Lynch and BGI were the trustees, as
defined by the Plan, as of December 31, 1998 and 1997,
respectively, and, therefore, these transactions qualify as
party-in-interest. Fees paid by the Plan for the investment
management services amounted to $123,153 and $138,634 for the
years ended December 31, 1998 and 1997, respectively.
6. TERMINATED EMPLOYEES
Net assets available for plan benefits at December 31, 1998
include $16,797,316 allocated to the accounts of persons who, as
of or prior to that date, have terminated employment with the
Company.
R-17
<PAGE>
<PAGE> 30
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
7. PLAN AMENDMENTS
During 1997 the Plan was amended. Among the changes were the
definition of limitations on the maximum annual additions to a
participant's account, designation of trustee, use of
forfeitures, definition of compensation, loans in default and
company contributions.
8. SUBSEQUENT EVENT
On May 17, 1999, Precision Castparts Corp. and Wyman-Gordon
announced that Precision Castparts Corp. has agreed to acquire
100 percent of the outstanding shares of Wyman-Gordon common
stock for $20 per share. The tender offer period expires at
8:00 p.m., Eastern Time, on Friday, July 30, 1999. Following
the completion of the tender offer, Wyman-Gordon will become a
wholly-owned subsidary of PCC through a cash merger at the same
price. The tender offer is conditioned upon the tender of at
least two-thirds of the outstanding shares of Wyman-Gordon and
certain other conditions, including compliance with the
requirements of the Hart-Scott-Rodino Antitrust Improvements Act
of 1976.
R-18
<PAGE>
<PAGE> 31
<TABLE>
<CAPTION>
SCHEDULE 1
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
EIN: 04-1992780 Plan #011
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
(c)DESCRIPTION
OF INVESTMENT
INCLUDING
(b)IDENTITY OF MATURITY DATE,
ISSUE BORROWER, RATE OF INTEREST,
LESSOR OR COLLATERAL, PAR, (e)CURRENT
(a) SIMILAR PARTY OR MATURITY VALUE (d)COST VALUE
<S> <C> <C> <C> <C>
AIM 95,852 Shares $ 2,664,603 $ 2,925,399
AIM Constellation
Fund
* Merrill Lynch 1,484,153 Shares 22,051,843 22,051,843
Merrill Lynch
Income Accumu-
lation Fund
* Merrill Lynch 92,020 Shares 1,045,773 1,071,110
MasterWorks
LifePath 2000 Fund
* Merrill Lynch 115,864 Shares 1,570,047 1,668,434
MasterWorks
LifePath 2010 Fund
* Merrill Lynch 104,538 Shares 1,600,945 1,722,786
MasterWorks
LifePath 2020 Fund
* Merrill Lynch 36,476 Shares 592,084 683,194
MasterWorks
LifePath 2030 Fund
* Merrill Lynch 72,830 Shares 1,317,069 1,480,643
MasterWorks
LifePath 2040 Fund
Neuberger & 103,487 Shares 1,785,841 1,672,347
Berman Neuberger & Berman
Guardian Trust Fund
Norwest 160,536 Shares 7,811,713 8,746,000
Norwest Large Company
Growth A Fund
</TABLE>
R-19
<PAGE>
<PAGE> 32
<TABLE>
<CAPTION>
SCHEDULE 1 (Continued)
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
EIN: 04-1992780 Plan #011
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
(c)DESCRIPTION
OF INVESTMENT
INCLUDING
(b)IDENTITY OF MATURITY DATE,
ISSUE BORROWER, RATE OF INTEREST,
LESSOR OR COLLATERAL, PAR, (e)CURRENT
(a) SIMILAR PARTY OR MATURITY VALUE (d)COST VALUE
<S> <C> <C> <C> <C>
Templeton 98,272 Shares $ 1,020,201 $ 824,499
Templeton Foreign (I)
* Merrill Lynch 1,041,670 Shares 12,699,744 14,729,207
MasterWorks Asset
Allocation Fund
* Merrill Lynch 661,760 Shares 6,470,661 6,624,220
MasterWorks Bond
Index Fund
* Merrill Lynch 1,184,010 Shares 21,196,256 29,138,483
MasterWorks
S&P 500 Stock Fund
* Wyman-Gordon 1,105,157 Shares 28,591,271 16,323,173
Company Wyman-Gordon
Stock Fund
Participant Loans 6.586% to 12.15% - 3,250,277
$110,418,051 $112,911,615
*Represents party in interest.
</TABLE>
R-19A
<PAGE>
<PAGE> 33
<TABLE>
<CAPTION>
SCHEDULE 2
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
EIN: 04-1992780 Plan #011
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
(b)DESCRIPTION
OF ASSET (INCLUDE
INTEREST RATE AND
(a)IDENTIFY OF MATURITY IN CASE (C)PURCHASE (D)SELLING
PARTY INVOLVED OF A LOAN) PRICE PRICE
<S> <C> <C> <C>
Merrill Lynch Merrill Lynch - Income $13,843,776 $13,989,376
Accumulation Fund
Merrill Lynch Norwest Large Company 15,687,572 7,708,341
Growth A Fund
Merrill Lynch MasterWorks - Asset 5,409,121 3,190,443
Allocation Fund
Merrill Lynch MasterWorks - Growth 3,650,105 11,015,015
Stock Fund
Merrill Lynch MasterWorks - S&P 500 9,708,948 7,427,839
Stock Fund
Wyman-Gordon Wyman-Gordon Stock Fund 18,640,246 12,556,248
Company
</TABLE>
R-20
<PAGE>
<PAGE> 34
<TABLE>
<CAPTION>
SCHEDULE 2 (Continued)
WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN
EIN: 04-1992780 Plan #011
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
(f)EXPENSE (h)CURRENT
INCURRED VALUE OF
WITH ASSET ON
(E)LEASE TRANS- (g)COST TRANSACTION (i)NET GAIN
RENTAL ACTION OF ASSET DATE OR (LOSS)
<S> <C> <C> <C> <C>
- - $13,989,376 $13,989,376 $ -
- - 7,875,859 7,708,341 (167,518)
- - 2,682,897 3,190,443 507,546
- - 12,548,695 11,015,015 (1,533,680)
- - 5,514,915 7,427,839 1,912,924
- - 14,289,996 12,556,248 (1,733,748)
</TABLE>
R-20A
