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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 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. 4 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 9, 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 Tuesday, August 17, 1999) has been extended until midnight, New York
City time, on Friday, August 27, 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 13, 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. At the request of the FTC, Parent has agreed that it will not
consummate the proposed acquisition prior to 11:59 p.m. on August 27, 1999. The
press release of Parent and the Company, dated August 9, 1999, extending the
Offer is incorporated herein by reference to Exhibit 10 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 10 Joint Press Release issued by Wyman-Gordon Company and
Precision Castparts Corp. dated August 9, 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 10, 1999
WYMAN-GORDON COMPANY
By: /s/ DAVID P. GRUBER
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Name: David P. Gruber
Title: Chief Executive Officer
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EXHIBIT 10
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXTENSION OF TENDER
OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK
PORTLAND, Oregon and GRAFTON, Massachusetts - August 9, 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 Friday, August 27, 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 13,
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 previously announced, on
July 30, 1999, both Precision Castparts Corp. and Wyman-Gordon Company completed
the submission of the documents and information requested by the Federal Trade
Commission ("FTC"). At the request of the FTC, Precision Castparts Corp. agreed
not to consummate the proposed acquisition until 20 calendar days after it and
Wyman-Gordon certified compliance with the FTC request for additional
information. Upon further request of the FTC, Precision Castparts Corp. has
agreed that it will not consummate the proposed acquisition prior to 11:59 p.m.
on August 27, 1999. The purpose of the extension is to provide sufficient time
for the FTC to consider the proposed acquisition.
As of the close of business on August 6, 1999, approximately 21,900,000 shares
of common stock of Wyman-Gordon Company had been tendered in the tender offer.
This constitutes approximately 61% 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
