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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7 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. 7 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 October 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 Friday, October 1, 1999) has been extended until midnight,
New York City time, on Monday, November 1, 1999; provided, however, that if
Parent, the Company and the FTC reach agreement on the terms of the proposed
consent order with the FTC discussed below prior to October 18, 1999, the
expiration date of the Offer will be the date which is ten business days
immediately following the public record date of such agreement. The FTC staff
has indicated to Parent that it will recommend to the FTC that the proposed
acquisition be permitted to proceed if Parent and the Company agree to a consent
order pursuant to which Parent and the Company would be required to divest
certain of the Company's investment casting operations and reach agreement with
one or more buyers to sell a portion of the assets to be divested prior to
Parent's acquisition of the Company. Parent and the Company are continuing to
negotiate the terms of an agreement with the FTC with respect to the assets
required to be divested. There can be no assurance that Parent and the Company
will reach final agreement with a buyer for the assets the FTC staff has
requested to be divested or that the FTC will find the potential buyer or buyers
suitable. The press release of Parent and the Company, dated October 1, 1999,
extending the Offer is incorporated herein by reference to Exhibit 13 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 13 Joint Press Release issued by Wyman-Gordon Company
and Precision Castparts Corp. dated October 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: October 1, 1999
WYMAN-GORDON COMPANY
By: /s/ J. Douglas Whelan
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Name: J. Douglas Whelan
Title: President and
Chief Operating Officer
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EXHIBIT 13
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXTENSION
OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - October 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.'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 Monday, November 1, 1999;
provided, however, that if Precision Castparts Corp., Wyman-Gordon Company and
the Federal Trade Commission (FTC) reach agreement on the terms of the proposed
consent order discussed below prior to October 18, 1999, the expiration date of
the tender offer will be the date which is ten business days immediately
following the public record date of such agreement.
As previously announced, the FTC staff has indicated to Precision Castparts
Corp. that it will recommend to the FTC that the proposed acquisition be
permitted to proceed if Precision Castparts Corp. and Wyman-Gordon Company
agree to a consent order pursuant to which Precision Castparts Corp. and
Wyman-Gordon Company would divest certain Wyman-Gordon Company investment
casting operations and reach agreement with one or more buyers to sell a portion
of the assets to be divested prior to Precision Castparts Corp.'s acquisition of
Wyman-Gordon Company. Precision Castparts Corp. and Wyman-Gordon Company are
making good progress in their efforts to sell the assets that are required to be
divested. Precision Castparts Corp. and Wyman-Gordon Company are also continuing
to negotiate the terms of an agreement with the FTC with respect to the assets
to be divested. There can be no assurance that Precision Castparts Corp. and
Wyman-Gordon Company will reach final agreement with a buyer for the assets the
FTC staff has requested to be divested or that the FTC will find the potential
buyer or buyers suitable.
As of September 29, 1999, approximately 22,902,000 shares of common stock of
Wyman-Gordon Company had been tendered in the tender offer. This constitutes
approximately 64.1% 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
