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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 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 13, 1999, Parent and the Company announced that the expiration
date of the Offer (which was scheduled to expire at 8:00 p.m., Eastern time, on
Friday, July 30, 1999) has been extended until midnight, New York City time, on
Tuesday, August 17, 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 3, 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. Parent and the Company also announced that they are proceeding to comply
with the FTC's request for additional information under the HSR Act in
connection with the Offer. At the request of the FTC, Parent has agreed that it
will not certify compliance with the FTC's request for additional information
before July 28, 1999, and that it will not consummate the proposed acquisition
until 20 days after both Parent and the Company have certified compliance with
the FTC's requests for additional information unless the FTC agrees to an
earlier closing date. The press release of Parent and the Company, dated July
13, 1999, extending the Offer is incorporated herein by reference to Exhibit 8
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 8 Joint Press Release issued by Wyman-Gordon Company and
Precision Castparts Corp. dated July 13, 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: July 14, 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 8
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXTENSION
OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - July 13, 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 Tuesday, August 17, 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 3, 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 parties are proceeding to comply with
the previously announced request for additional information from the Federal
Trade Commission under the HSR Act in connection with the tender offer. At the
request of the Federal Trade Commission, Precision Castparts Corp. has agreed
that it will not certify compliance with the Federal Trade Commission's request
for additional information before July 28, 1999, and that it will not consummate
the proposed acquisition until 20 days after both it and Wyman-Gordon Company
have certified compliance with the Federal Trade Commission requests for
additional information unless the Federal Trade Commission agrees to an earlier
closing date. The purpose of the extension is to provide sufficient time for the
parties to complete the submission of the requested information to the Federal
Trade Commission and for the Federal Trade Commission to review the documents
submitted.
As of the close of business on July 12, 1999, approximately 21,507,000 shares of
common stock of Wyman-Gordon Company had been tendered in the tender offer. This
constitutes approximately 60% 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
