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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
WYMAN-GORDON COMPANY
(Name of Company)
COMMON STOCK
Par Value $1.00 per Share
(Title of Class of Securities)
983085 10 1
(CUSIP Number)
Diane K. Schumacher
Vice President, Administration
& Corporate Secretary
Cooper Industries, Inc.
P.O. Box 4446
Houston, Texas 77210
(713) 739-5400
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
January 31, 1995
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ]
Check the following box if a fee is being paid with this statement
[ ]
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CUSIP No. 983085 10 1
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1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
Cooper Industries, Inc.
31-4156620
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2) Check the Appropriate Box if a Member of a Group:
(a) X
(b) _________________
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3) SEC Use Only:
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4) Source of funds: 00
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): _____________________________
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6) Citizenship or Place of Organization: Ohio
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Number of shares 7) Sole Voting Power 16,500,000*
Beneficially Owned 8) Shared Voting Power ____________________
By Each Reporting 9) Sole Dispositive Power 16,500,000*
Person With 10) Shared Dispositive Power _______________
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11) Aggregate Amount Beneficially Owned By Each Reporting
Person: 16,500,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: ____________________
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13) Percent of Class Represented By Amount in Row (11) 47.8
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14) Type of Reporting Person: CO
*See discussion under Item 5 following.
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CUSIP No. 983085 10 1
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1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
CS Holdings Inc.
76-0450820
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2) Check the Appropriate Box if a Member of a Group:
(a) X
(b) _________________
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3) SEC Use Only:
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4) Source of funds: 00
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): _____________________________
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6) Citizenship or Place of Organization: Delaware
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Number of shares 7) Sole Voting Power 16,500,000*
Beneficially Owned 8) Shared Voting Power ____________________
By Each Reporting 9) Sole Dispositive Power 16,500,000*
Person With 10) Shared Dispositive Power _______________
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11) Aggregate Amount Beneficially Owned By Each Reporting
Person: 16,500,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: ____________________
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13) Percent of Class Represented By Amount in Row (11) 47.8
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14) Type of Reporting Person: CO
*See discussion under Item 5 following.
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CUSIP No. 983085 10 1
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1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
CS Holdings International Inc.
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2) Check the Appropriate Box if a Member of a Group:
(a) X
(b) _________________
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3) SEC Use Only:
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4) Source of funds: 00
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5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e): _____________________________
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6) Citizenship or Place of Organization: Cayman Islands
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Number of shares 7) Sole Voting Power 16,500,000*
Beneficially Owned 8) Shared Voting Power ____________________
By Each Reporting 9) Sole Dispositive Power 16,500,000*
Person With 10) Shared Dispositive Power _______________
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11) Aggregate Amount Beneficially Owned By Each Reporting
Person: 16,500,000*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: ____________________
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13) Percent of Class Represented By Amount in Row (11) 47.8
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14) Type of Reporting Person: CO
*See discussion under Item 5 following.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share
of Wyman-Gordon Company, a Massachusetts corporation (the "Company"). The
address of the principal executive offices of the Company is 244 Worcester
Street, Grafton, Massachusetts 01536.
Item 2. Identity and Background.
This statement is being filed by Cooper Industries, Inc. ("Cooper"),
CS Holdings Inc. ("CS Holdings") and CS Holdings International Inc.
("CS International").
Cooper, an Ohio corporation, is a diversified manufacturer of electrical
products, electrical power equipment, tools and hardware, automotive products
and petroleum and industrial equipment (On September 19, 1994, Cooper announced
its intention to establish its petroleum and industrial equipment business as
an independent, publicly traded company through an exchange offer expected to
commence in the second quarter of 1995). The address of its principal business
and principal office is 1001 Fannin, Suite 4000, Houston, Texas 77002.
CS Holdings, a Delaware corporation and a wholly-owned subsidiary of Cooper, is
a holding company. The address of its principal business and principal office
is 1209 Orange Street, Wilmington, Delaware 19801.
CS International, a Cayman Island corporation and a wholly-owned subsidiary of
CS Holdings, is a holding company. The address of its principal business and
principal office is Trident Trust Company (Cayman) Limited, Fourth Floor, One
Capital Place, P.O. Box 847, Grand Cayman, Cayman Islands, British West Indies.
Schedule A attached hereto sets forth with respect to each director
and executive officer of Cooper, CS Holdings and CS International the following
information: (a) name; (b) residence or business address; and (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Each person listed in Schedule A is a United States citizen, except Sir Ralph
H. Robins, a director of Cooper, who is a citizen of the United Kingdom.
During the last five years, none of Cooper, CS Holdings, CS
International or any of their respective executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The 16,500,000 shares of common stock of the Company (the "Shares")
were acquired by Cooper in exchange for all of the stock of Cameron Forged
Products Company, a wholly-owned subsidiary of Cooper, pursuant to a Stock
Purchase Agreement between Cooper and the Company dated as of January 10, 1994
(the "Stock Purchase Agreement"). On January 31, 1995, the Shares were
transferred to CS Holdings as a contribution to capital by Cooper. On January
31, 1995, the Shares were transferred to CS International by CS Holdings as a
contribution to capital by CS Holdings.
Item 4. Purpose of Transaction.
The Shares were issued to Cooper in connection with the acquisition by
the Company of all of the shares of common stock of Cameron Forged Products
Company, a wholly-owned subsidiary of Cooper. The Shares are being held
directly by CS International, and indirectly by Cooper and CS Holdings, for
investment purposes. All dispositions of the Shares will be subject to certain
restrictions on dispositions agreed to by Cooper pursuant to an Investment
Agreement between Cooper and the Company dated as of January 10, 1994 (the
"Investment Agreement"). CS Holdings and CS International agreed to be bound
by the terms of the Investment Agreement pursuant to an agreement dated January
31, 1995 between Cooper, CS Holdings, CS International and the Company (the
"Transferee Agreement"), a copy of which is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
In the Investment Agreement, Cooper agreed that, so long as the
Investment Agreement remains in effect, Cooper will not sell or otherwise
dispose of or encumber any Company Voting Securities (as hereinafter defined),
except: (a) to any wholly-owned subsidiary of Cooper which agrees to be bound
by the Investment Agreement; (b) pursuant to a bona fide underwritten offering
or other distribution of such Company Voting Securities registered under the
Securities Act of 1933, as amended (the "Securities Act"); (c) pursuant to a
bona fide underwritten offering or other distribution of securities of Cooper
convertible into or exercisable or exchangeable for Company Voting Securities
registered under the Securities Act; (d) pursuant to Rule 144 of the General
Rules and Regulations under the Securities Act, or any successor rule of
similar effect ("Rule 144"); or (e) pursuant to a tender offer or exchange
offer if the Board of Directors of the Company has (i) recommended that
shareholders of the Company accept such offer and such recommendation has not
been withdrawn or (ii) expressed no opinion and remains neutral toward such
offer; (f) pursuant to a merger or consolidation in
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which the Company is acquired, or a sale of all or substantially all of the
Company's assets to another corporation or any other transaction approved by
the Board of Directors of the Company. For purposes of the Investment
Agreement, "Company Voting Securities" means (i) the Shares, (ii) any other
Company securities entitled to vote generally for the election of directors of
the Company, or (iii) any securities of the Company convertible into or
exchangeable for or exercisable for Shares or any other Company securities
entitled to vote generally for the election of directors of the Company.
In the Investment Agreement, Cooper agreed to cause all Company Voting
Securities beneficially owned by it or any wholly-owned subsidiary to which it
has transferred any Company Voting Securities, and agreed to use reasonable
efforts to cause all Company Voting Securities known by Cooper to be
beneficially owned by "affiliates" (as defined in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act")) of Cooper over which
Cooper has control, to be present at all shareholder meetings of the Company at
which the vote of common shareholders is sought so that they may be counted for
the purpose of determining the presence of a quorum at such meetings.
Cooper also agreed to vote or cause to be voted all Company Voting
Securities beneficially owned by it or any wholly-owned subsidiary to which it
has transferred any Company Voting Securities, and agrees to use reasonable
efforts to cause to be voted all Company Voting Securities known by Cooper to
be beneficially owned by its affiliates over which it has control, on all
matters (including the election of directors) either in the manner recommended
to shareholders by the Board of Directors of the Company, or, at Cooper's
election, in the same proportion as the vote of the other shareholders of the
Company. Notwithstanding the foregoing, Cooper, such wholly-owned subsidiaries
of Cooper and such affiliates of Cooper over which it has control will not be
obligated so to vote if the matter being voted on by the shareholders of the
Company would, if approved, result in a breach of the Investment Agreement.
Pursuant to the Investment Agreement, so long as the Investment
Agreement remains in effect, Cooper and its controlled affiliates will not,
directly or indirectly, acting alone or in concert with others, unless
specifically requested or approved in advance by the Board of Directors of the
Company:
(a) in any manner acquire or agree, attempt, seek or propose
to acquire (or make any request for permission with respect thereto),
by purchase, merger, through the acquisition of control of another
person, by joining a partnership, limited partnership, syndicate or
other "group" (within the meaning of Section 13(d)(3) of the Exchange
Act), or otherwise, ownership (including, but not limited to,
beneficial ownership as defined in Rule 13d-3 under the
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Exchange Act) of any of the assets or businesses of the Company or any
securities issued by the Company (the "Company Securities"), or any
rights or options to acquire such ownership (including from a third
party), except (i) as expressly permitted by the Investment Agreement
or the Stock Purchase Agreement, or (ii) pursuant to customary
business transactions in the ordinary course of the Company's and
Cooper's business, or (iii) in the case of Company Securities, in
connection with (A) a stock split or reverse stock split or other
reclassification affecting outstanding Company Securities, or (B) a
stock dividend or other pro rata distribution by the Company to
holders of outstanding Company Securities;
(b) make, or cause to be made any proposal for the
acquisition of the Company or any assets or businesses of the Company
or Company Securities or for any other extraordinary transaction
involving the Company, including, without limitation, any merger, or
other business combination, restructuring, recapitalization,
liquidation or similar transaction, except (i) as expressly permitted
by the Investment Agreement or the Stock Purchase Agreement or (ii)
proposals pursuant to customary business transactions in the ordinary
course of the Company's and Cooper's business;
(c) form, join or in any way participate in a "group" (within
the meaning of Section 13(d)(3) of the Exchange Act) with respect to
any Company Securities;
(d) make, or any way cause or participate in, any
"solicitation" of "proxies" to vote (as such terms are defined in
Regulation 14A under the Exchange Act) with respect to the Company, or
communicate with, seek to advise, encourage or influence any person or
entity, in any manner, with respect to the voting of, any Company
Securities, or become a "participant" in any "election contest" (as
such terms are defined or used in Rule 14a-11 under the Exchange Act)
with respect to the Company, or execute any written consent with
respect to the Company;
(e) initiate, propose or otherwise solicit shareholders for
the approval of one or more shareholder proposals with respect to the
Company or induce or attempt to induce any other person to initiate
any shareholder proposal, or (except as expressly permitted by the
Investment Agreement) seek election to or seek to place a
representative on the Board of Directors of the Company or seek the
removal of any member of the Board of Directors of the Company;
(f) in any manner, agree, attempt, seek or propose (or make
any request for permission with respect thereto) to
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deposit any Company Securities, directly or indirectly, in any voting
trust or similar arrangement or to subject any Company Voting
Securities to any other voting or proxy agreement, arrangement or
understanding;
(g) disclose any intention, plan or arrangement, or make any
public announcement (or request permission to make any such
announcement), or induce any third party to take any action,
inconsistent with the foregoing;
(h) enter into any discussions, negotiations, arrangements or
understandings with any third party with respect to any of the
foregoing; or
(i) advise, assist or encourage or finance (or assist or
arrange financing to or for) any other person in connection with any
of the foregoing.
Pursuant to the Investment Agreement, the Company has agreed that it
will use its best efforts to cause two persons designated by Cooper and
reasonably acceptable to the Company to be elected to the Board of Directors of
the Company and to serve as directors of the Company until their successors are
duly elected and qualified. In the event that any such designee will cease to
serve as a director for any reason, the Company has agreed in the Investment
Agreement that it will use its best efforts to cause such vacancy resulting
thereby to be filled by a designee of Cooper reasonably acceptable to the
Company. The Investment Agreement provides that the Company will vote all
shares for which the Company's management or Board of Directors holds proxies
or is otherwise entitled to vote in favor of the election of the designees of
Cooper except as may otherwise be provided by shareholders submitting such
proxies.
The Investment Agreement provides that the Company will not amend
(i) Article 6 of the Company's Articles of Organization (a fair price
provision) in any manner which adversely affects Cooper or any other person to
whom any of the Shares have been transferred in accordance with the terms of
the Investment Agreement or (ii) the provision of the Company's By-Laws
pursuant to which the Company has opted out of Chapter 110D of the
Massachusetts General Laws. The Investment Agreement also provides that the
Company will not amend the Rights Agreement or adopt any other rights or
similar agreement, except that following prior consultation with Cooper, the
Company may amend the Rights Agreement in accordance with the terms thereof if
such amendment does not adversely affect Cooper or any other person to whom any
of the Shares have been transferred in accordance with the terms of the
Investment Agreement.
The Investment Agreement will terminate on the earlier of (i) May 26,
2004 and (ii) the first date on which Cooper
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beneficially owns less than 5% of the outstanding Company Voting Securities.
The Investment Agreement provides that the limitations on Cooper and
its affiliates will terminate immediately and be of no further force and effect
on the date that a Trigger Event (as defined below) occurs. For these
purposes, "Trigger Event" means the occurrence of one or more of the following
events, without Cooper's prior written consent:
(1) in connection with the issuance of Company Voting
Securities (other than (x) issuances pursuant to the Company's current
employee benefit plans or other customary employee benefit plans of
the Company or (y) issuances in connection with bona fide capital
raising programs pursuant to which the securities are sold for fair
value, as approved by the Board of Directors of the Company, and the
proceeds of which are invested in the businesses in which the Company
or one or more of its subsidiaries are then engaged or (z) issuances
for fair value, as determined by the Board of Directors of the
Company, in connection with acquisitions by the Company or one of its
wholly-owned subsidiaries primarily involving one or more Similar
Businesses (as defined below), the failure to provide Cooper with the
right to purchase, at the same price as the Company Voting Securities
are being issued, that number or amount of Company Voting Securities
which would enable Cooper to maintain its proportionate interest in
the Company following such issuance;
(2) a Change in Control of the Company (as defined below);
(3) a material acquisition or investment by the Company or
one of its subsidiaries, other than an acquisition or investment by
the Company or one of its wholly-owned subsidiaries primarily
involving one or more Similar Businesses;
(4) a decline of at least 35% in the Consolidated Net Worth
of the Company (as defined in the Investment Agreement) from the
Consolidated Net Worth of the Company immediately following the
consummation of the Sale Transaction (as defined in the Investment
Agreement) after giving effect to the Sale Transaction (including the
issuance of 16,500,000 Shares to Cooper), but not taking into account
(A) any reduction in the Company's Consolidated Net Worth attributable
to or taken in connection with or as a result of the Sale Transaction
or the combination of the business acquired from Cooper with the
Company's business and recorded in the Company's financial statements
for any period ending on (and including) the end of the first full
fiscal year of the Company after the consummation of the
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Sale Transaction or (B) any adjustments following the date of
consummation of the Sale Transaction as a result of any changes in
generally accepted accounting principles (including the implementation
of SFAS 106) or any other regulatory changes or requirements
applicable to the Company or its financial statements or (C) any
adjustment resulting from any liability arising from or growing out of
any matter or circumstance existing as of the time of the consummation
of the Sale Transaction and relating to the business or assets
acquired by the Company from Cooper but not reflected on the balance
sheet of such business and assets or (D) any change in the translation
component of shareholders' equity or (E) adjustments as a result of
sales of the Company's accounts receivables pursuant to a bona fide
receivables securitization program pursuant to which fair value is
received for receivables so sold (as determined by the Company's Board
of Directors, taking into account, among other things, any discount or
credit enhancement features required by any securities rating agency)
or (F) any adjustment resulting from a SFAS 109 valuation allowance
recorded or reserved by the Company with respect to deferred tax
assets that were included in or excluded from the Company's final APB
No. 16 acquisition date balance sheet;
(5) any default or defaults by the Company or one of its
subsidiaries under any indebtedness of the Company or its subsidiaries
for money borrowed with a principal amount then outstanding,
individually or in the aggregate, in excess of $5 million, which
default will constitute a failure to pay any portion of the principal
of each indebtedness at final maturity or will have resulted in such
indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable without
such indebtedness having been discharged, or such acceleration having
been rescinded or annulled within a period of 30 days after maturity
or acceleration;
(6) an Event of Bankruptcy (as defined in the Investment
Agreement); or
(7) the failure of the Board of Directors of the Company to
nominate at least two of Cooper's representatives for election to the
Company's Board of Directors.
The Investment Agreement further provides that the Company may not
issue any securities having more than one vote per share (other than pursuant
to the Rights Agreement) without the prior written consent of Cooper.
For purposes of the Investment Agreement, (1) a "Change in Control of
the Company" means (A) a merger or consolidation involving the Company or a
sale of all or substantially all of
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the assets of the Company, in each case except for a transaction in which the
Company's shareholders receive at least 50% of the stock of the surviving,
resulting or acquiring corporation, (B) the acquisition by an individual,
entity or group (excluding the Company or an employee benefit plan of the
Company or a corporation controlled by the Company's shareholders) of shares of
capital stock of the Company entitled to cast a majority of the votes entitled
to be cast on matters submitted to the shareholders of the Company, or (C) a
change in a majority of the members of any class of the Company's Board of
Directors in connection with an "election contest" (as used in Rule 14a-11
under the Exchange Act); and (2) "Similar Businesses" means (A) businesses in
which the Company or one or more of its subsidiaries are engaged, (B) any
businesses involving products related to or complementary to the products of
the Company or one or more of its subsidiaries or (C) any similar businesses
providing customers of the Company or one or more of its subsidiaries with
products or services similar to those provided by the Company or one or more of
its subsidiaries.
Pursuant to the Investment Agreement, Cooper and certain of its
transferees will have the right to require the Company to file under the
Securities Act up to three demand registrations of the Shares acquired by
Cooper in the Acquisition (and any other Company securities issued in respect
thereof) at the Company's expense (except that the Company will not be
responsible for underwriting discounts and commissions or transfer taxes).
Cooper will also have the right to an unlimited number of additional demand
registrations under the Securities Act at Cooper's expense. Cooper also has
the right, under certain circumstances, to "piggyback" registrations in the
event that the Company registers securities for its own account or for the
account of third parties. Cooper's demand and piggyback registration rights
are subject to customary restrictions and limitations. In connection with any
registration statement filed pursuant to these registration rights, Cooper and
the Company will indemnify each other against certain liabilities, including
certain liabilities under the Securities Act.
The foregoing summary of the Investment Agreement does not purport to
be complete and is subject to the detailed provisions of the Investment
Agreement, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Except as otherwise described herein, none of Cooper, CS Holdings or
CS International, or to the best knowledge of Cooper, CS Holdings or CS
International, any of the persons named in response to Item 2, has any current
plans in respect of (i) the acquisition of additional securities of the Company
or the disposition of any such securities, (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (iii) a sale or transfer of a material
amount of assets of the
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Company or any of its subsidiaries, (iv) any change in the present board of
directors or management of the Company, (v) any material change in the present
capitalization or dividend policy of the Company, (vi) any other material
change in the Company's business or corporate structure, (vii) changes in the
Company's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person,
(viii) causing a class of securities of the Company to be delisted from a
national securities exchange, (ix) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act, or (x) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Cooper, CS Holdings and CS
International each beneficially own 16,500,000 shares of common stock of the
Company, which represents approximately 47.8% of the outstanding shares of the
Company's common stock. The Shares are owned directly by CS International and
indirectly by CS Holding and Cooper.
(b) Cooper, as the ultimate parent of each of CS Holdings and CS
International, has the sole power to direct the voting and disposition of all
of the Shares.
(c) On January 31, 1995, Cooper contributed all of the Shares to
CS Holdings Inc. On January 31, 1995, CS Holdings contributed all of the
Shares to CS International.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As described in Item 4 hereof, the ability of Cooper, CS Holdings and
CS International to dispose of and vote the Shares and the ability to acquire
additional shares of common stock of the Company is restricted by the terms of
the Investment Agreement and the Transferee Agreement. The information with
respect to the Investment Agreement and the Transferee Agreement set forth in
Item 4 hereof and the Investment Agreement attached as Exhibit 99.1 hereto
and the Transferee Agreement attached as Exhibit 99.2 hereto are hereby
incorporated by reference.
Other than as described above, there are no contracts, arrangements,
understandings or relationships with respect to the securities of the Company
of a nature required to be disclosed by Item 6.
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Item 7. Material to be Filed As Exhibits.
Exhibit 99.1 - Investment Agreement dated as of January 10, 1994 by and
between Cooper Industries, Inc. and Wyman-Gordon Company
(previously filed as Exhibit 1).
Exhibit 99.2 - Agreement dated as of January 31, 1995 among Cooper
Industries, Inc., CS Holdings Inc., CS Holdings International
Inc. and Wyman-Gordon Company.
Exhibit 99.3 - Agreement to File Joint Statements dated as of February 3,
1995 among Cooper Industries, Inc., CS Holdings Inc.
and CS Holdings International Inc.
Signatures
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: February 3, 1995 COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
--------------------------------
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
Date: February 3, 1995 CS HOLDINGS INC.
By: /s/ Diane K. Schumacher
--------------------------------
Diane K. Schumacher
Secretary
Date: February 3, 1995 CS HOLDINGS INTERNATIONAL INC.
By: /s/ Diane K. Schumacher
--------------------------------
Diane K. Schumacher
Secretary
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SCHEDULE A
Directors and Executive Officers of Group Members
The names, business addresses and present principal occupations of the
directors and executive officers of Cooper Industries, Inc. are set forth
below. If no address is given, the director's or officer's business address is
that of Cooper Industries, Inc. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to Cooper, and each individual
is a citizen of the United States of America. Directors are indicated by an
asterisk.
Name, Business Address Present
and Citizenship Principal Occupation
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Robert Cizik* Chairman of the Board and
Chief Executive Officer
H. John Riley* President and Chief Operating
Officer
Warren L. Batts* Chairman and Chief Executive
1717 Deerfield Road Officer
Deerfield, IL 60015 Premark International, Inc.
Clifford J. Grum* Chairman and Chief Executive
303 South Temple Drive Officer
P.O. Drawer N Temple-Inland Inc.
Diboll, TX 75941
Harold S. Hook* Chairman and Chief Executive
2929 Allen Parkway Officer
Houston, TX 77019-2155 American General Corporation
Constantine S. Nicandros* President and Chief Executive
600 North Dairy Ashford Rd. Officer
P.O. Box 2197 Conoco Inc.
Houston, TX 77252
Frank A. Olson* Chairman, Chief Executive Officer
225 Brae Boulevard and Chief Operating Officer
Park Ridge, NJ 07656-0713 The Hertz Corporation
John D. Ong* Chairman and Chief Executive
3925 Embassy Parkway Officer
Akron, OH 44333-1799 The BFGoodrich Company
Sir Ralph H. Robins* Chairman
Citizen of the United Rolls-Royce plc
Kingdom
65 Buckingham Gate
London SW1E 6AT England
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Name, Business Address Present
and Citizenship Principal Occupation
- ---------------------- --------------------
A. Thomas Young* President and Chief Operating
6801 Rockledge Drive Officer
Bethesda, MD 20817 Martin Marietta Corporation
Dewain K. Cross Senior Vice President, Finance
Ralph E. Jackson, Jr. Executive Vice President,
Operations
Larry W. McCurdy Executive Vice President,
Operations
Carl J. Plesnicher, Jr. Senior Vice President, Human
Resources
Michael J. Sebastian Executive Vice President,
Operations
Nishan Teshoian Executive Vice President,
Operations
Thomas W. Campbell Vice President, Public Affairs
James A. Chokey Vice President and General Counsel
Walter F. DuPont Vice President, Information
Services
Alan J. Hill Vice President and Treasurer
E. Daniel Leightman Vice President, Taxes
D. Bradley McWilliams Vice President, Finance
Diane K. Schumacher Vice President, Administration and
Corporate Secretary
Donald R. Sheley Vice President and Controller,
Operations
Robert W. Teets Vice President, Environmental
Affairs and Risk Management
David A. White, Jr. Vice President, Corporate Planning
and Development
Joseph D. Chamberlain Controller, Accounting
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<PAGE> 17
The names of the directors and executive officers of CS Holdings Inc.
are set forth below.
Name Title
---- -----
E. Daniel Leightman Director and President
Alan J. Hill Director and Treasurer
Diane K. Schumacher Director and Secretary
The names of the directors and executive officers of CS Holdings
International Inc. are set forth below.
Name Title
---- -----
E. Daniel Leightman Director and President
Alan J. Hill Director and Treasurer
Diane K. Schumacher Director and Secretary
The business address, principal occupation and nationality of each of
the abovesaid directors and executive officers of CS Holdings Inc. and CS
Holdings International Inc. are indicated above with respect to the information
provided for Cooper Industries, Inc.
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<PAGE> 18
EXHIBIT INDEX
Exhibit 99.1 - Investment Agreement dated as of January 10, 1994 by and
between Cooper Industries, Inc. and Wyman-Gordon Company
(previously filed as Exhibit 1).
Exhibit 99.2 - Agreement dated as of January 31, 1995 among Cooper
Industries, Inc., CS Holdings Inc., CS Holdings
International Inc. and Wyman-Gordon Company.
Exhibit 99.3 - Agreement to File Joint Statements dated as of February 3,
1995 among Cooper Industries, Inc., CS Holdings Inc. and
CS Holdings International Inc.
<PAGE> 1
Exhibit 99.2
THIS AGREEMENT dated as of January 31, 1995 among Cooper Industries,
Inc., an Ohio corporation, ("Cooper"), CS Holdings Inc. a Delaware corporation
("CS") and a direct wholly-owned subsidiary of Cooper, CS Holdings
International, Inc, a Cayman corporation and a wholly-owned subsidiary of CS
("CS International"), and Wyman-Gordon Company, a Massachusetts corporation
("Wyman-Gordon").
W I T N E S S E T H:
WHEREAS, Cooper and Wyman-Gordon are parties to an Investment
Agreement dated as of January 10, 1994 (the "Investment Agreement") which
provides certain arrangements with respect to 16,500,000 shares (the "Shares")
of common stock par value $1.00 per share, of Wyman-Gordon acquired by Cooper
pursuant to a Stock Purchase Agreement dated as of January 10, 1994 (the
"Acquisition Agreement"); and
WHEREAS, the Investment Agreement contains certain restrictions on
Cooper's resale or other disposition of the Shares; and
WHEREAS, Cooper desires to transfer the Shares to CS and have CS
immediately thereafter transfer the Shares to CS International to hold the same
in accordance with the terms of the Investment Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Pursuant to Section 1.1(a) of the Investment Agreement, CS and CS
International each agree to be bound by the Investment Agreement with
the same force and effect as
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<PAGE> 2
though they were parties signatory thereto. CS and CS International
shall own the Shares only so long as they remain direct or indirect
wholly-owned subsidiaries of Cooper. Immediately prior to such time,
if any, that CS or CS International shall discontinue being a directly
or indirectly wholly-owned subsidiary of Cooper, the party owning the
Shares shall immediately transfer to Cooper or a wholly-owned
subsidiary designated by Cooper any Company Voting Securities (as
defined in the Investment Agreement) and beneficial interest in
Company Voting Securities owned by it. CS and CS International shall
not sell, transfer, pledge, hypothecate or otherwise dispose of or
encumber any Company Voting Securities except as permitted by the
Investment Agreement, and in the event that CS or CS International
transfers any of the Company Voting Securities pursuant to Section
1.1(a) of the Investment Agreement, it shall cause the transferee to
agree in writing to the same restrictions as set forth above and in
the Investment Agreement.
2. Notwithstanding the transfer of the Shares to CS and CS International
as provided above the Investment Agreement and the Acquisition
Agreement shall not be modified or amended by such transfer or by this
Agreement and shall remain in full force and effect in accordance with
their respective terms.
3. Wyman-Gordon agrees to the transfer of the Shares to CS and CS
International as provided above.
4. This Agreement may be amended, modified or supplemented only by an
agreement in writing signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers, each
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<PAGE> 3
of whom is duly and validly authorized and empowered, all as of the day and
year first above written.
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
-----------------------------------
Name: Diane K. Schumacher
Title: Vice President, Administration
and Corporate Secretary
WYMAN-GORDON COMPANY
By: /s/ Wallace F. Whitney, Jr.
-----------------------------------
Name: Wallace F. Whitney, Jr.
Title: Vice President, General Counsel
and Clerk
CS HOLDINGS INC.
By: /s/ E. Daniel Leightman
-----------------------------------
Name: E. Daniel Leightman
Title: President
CS HOLDINGS INTERNATIONAL INC.
By: /s/ E. Daniel Leightman
-----------------------------------
Name: E. Daniel Leightman
Title: President
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<PAGE> 1
Exhibit 99.3
AGREEMENT TO FILE JOINT STATEMENTS
Agreement made this 3rd day of February, 1995 among Cooper Industries,
Inc., CS Holdings Inc. and CS Holdings International Inc.
Whereas, the parties hereto may be deemed to be the direct or indirect
beneficial owners of the same equity securities for the purpose of the
reporting requirements of Section 13(d) of the Securities and Exchange Act of
1934, as amended; and
Whereas, the regulations promulgated under Section 13(d) permit the
joining of such beneficial owners in the filing of a single statement reporting
such ownership to the Securities and Exchange Commission ("Commission");
Now, Therefore, in consideration of the mutual covenants herein
contained, each of the parties agree as follows:
1. In the event that any two or more of the parties hereto shall
be deemed to be the direct or indirect beneficial owners of the same equity
security required to be reported to the Commission, such parties may join
together in the filing of a joint statement with respect to that security.
2. With respect to each joint statement in which a party joins,
each party acknowledges that (a) it will be eligible under applicable
regulations of the Commission to join in the filing, (b) it will be responsible
for the timely filing of such statement and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein, and (c) it will not be responsible for the completeness and accuracy
of the information concerning the other parties making the filing, unless such
party knows or has reason to believe that such information is inaccurate.
3. The parties hereto consent to the inclusion of a copy of this
agreement as an exhibit to any joint statement filed on behalf of them.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by
their duly authorized officers as of the date set forth above.
COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
-----------------------------------
Diane K. Schumacher
Vice President, Administration
and Corporate Secretary
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<PAGE> 2
CS HOLDINGS INC.
By: /s/ E. Daniel Leightman
-----------------------------------
E. Daniel Leightman
President
CS HOLDINGS INTERNATIONAL INC.
By: /s/ E. Daniel Leightman
-----------------------------------
E. Daniel Leightman
President
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