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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
WYMAN-GORDON COMPANY
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
983085 10 1
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(CUSIP Number of Class of Securities)
Diane K. Schumacher
Senior Vice President, General Counsel
& Secretary
Cooper Industries, Inc.
P.O. Box 4446
Houston, Texas 77210
(713) 739 5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 17, 1995
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(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 statement because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
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SCHEDULE 13D
CUSIP NO. 983085 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. 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*
OO
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(5) CHECK BOX 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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(7) SOLE VOTING POWER
NUMBER OF 16,500,000*
SHARES -------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 16,500,000*
PERSON ------------------------------------------------
(10) SHARED DISPOSITIVE POWER
WITH
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000*
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
47.0%
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(14) TYPE OF REPORTING PERSON
CO
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*See Discussion under Item 5 of the Schedule 13D
2
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SCHEDULE 13D
CUSIP NO. 983085 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
COOPIND INC. (FORMERLY CS HOLDINGS INC.)
78-0450820
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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*
OO
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(5) CHECK BOX 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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(7) SOLE VOTING POWER
NUMBER OF 16,500,000*
SHARES -------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 16,500,000*
PERSON ------------------------------------------------
(10) SHARED DISPOSITIVE POWER
WITH
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000*
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
47.0%
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(14) TYPE OF REPORTING PERSON
CO
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*SEE Discussion under Item 5 of the Schedule 13D
3
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SCHEDULE 13D
CUSIP NO. 983085 10 1
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. 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*
OO
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(5) CHECK BOX 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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(7) SOLE VOTING POWER
NUMBER OF 16,500,000*
SHARES -------------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY
------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 16,500,000*
PERSON ------------------------------------------------
(10) SHARED DISPOSITIVE POWER
WITH
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500,000*
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.0%
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(14) TYPE OF REPORTING PERSON
CO
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*See Discussion under Item 5 of the Schedule 13D
4
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Cooper Industries, Inc. ("Cooper"), Coopind Inc. ("Coopind") and CS
Holdings International Inc. ("CS International") hereby amend their Schedule
13D, dated June 1, 1994, as amended by Amendment No. 1 thereto, dated February
3, 1995 (as amended, the "Schedule 13D"), which relates to the common stock,
par value $1.00 per share (the "Company Common Stock"), of Wyman-Gordon
Company, a Massachusetts corporation (the "Company"), as set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended as follows:
On April 5, 1995, CS Holdings Inc. changed its name to Coopind Inc.
All references in this Schedule 13D to CS Holdings mean Coopind.
Effective June 30, 1995, Cooper split off Cooper Cameron
Corporation, the new company created to hold Cooper's petroleum and
industrial equipment business, pursuant to an offer to Cooper's
shareholders to exchange shares of Cooper common stock for up to 85.5% of
the outstanding shares of common stock of Cooper Cameron Corporation. As
a result of the transaction, Cooper is no longer engaged in the petroleum
and industrial equipment business.
Schedule A is hereby amended to reflect certain management
changes at Cooper, Coopind and CS International.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following:
On October 17, 1995, Cooper filed a Registration Statement on
Form S-3 with the Securities and Exchange Commission (the "Cooper S-3")
for the offering (the "Offering") of three-year notes exchangeable into
15,000,000 Shares in the form of 15,000,000 DECS(sm) (Debt Exchangeable
for Common Stock(sm)) ("DECS"). An additional 1,500,000 DECS will be
offered if the over-allotment option granted to the underwriters by Cooper
is exercised in full. Upon maturity, holders of DECS will receive, in
exchange for the principal amount of the notes, Shares or, at Cooper's
option, cash in lieu of such Shares. The number of Shares or the amount of
cash will be based on the market price of the Company
5
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Common Stock shortly before the maturity of the DECS.
If the underwriters do not exercise the over-allotment option,
Cooper may sell such Shares which they then own from time to time in open
market or privately negotiated transactions, depending upon, among other
things, market conditions.
The foregoing is a summary of the information set forth in the
Cooper S-3 and is qualified in its entirety by reference to the Cooper
S-3 which is attached hereto as Exhibit 99.5 and is incorporated herein
by reference.
On October 17, 1995, Cooper issued a press release relating to
the Offering, a copy of which is attached hereto as Exhibit 99.6 and is
incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding the following:
In connection with Offering, Cooper and the Company
contemplate entering into an Underwriting Agreement with the underwriters
for the Offering (the "Underwriting Agreement"). The Underwriting
Agreement will contain terms and conditions customary for an offering of
DECS, including, without limitation, with respect to the purchase by the
underwriters of the DECS from Cooper, the purchase price therefor, an
over-allotment option for the underwriters to purchase up to an additional
1,500,000 DECS from Cooper, an agreement by Cooper and the Company not to
sell any Shares or other shares of Company Common Stock, as the case may
be, or any securities convertible into or exchangeable for, or warrants
to acquire, shares of Company Common Stock for a period of 90 days after
the date of the Cooper prospectus in respect of the DECS and
indemnification by and among the parties.
The information set forth in the Cooper S-3 which is attached
hereto as Exhibit 99.5 is incorporated herein by reference, including in
particular the information with respect to the Indenture pursuant to
which the DECS will be issued.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended by adding the
following:
Exhibit 99.5 -- Registration Statement on Form S-3 of Cooper Industries,
Inc. filed with the Securities and Exchange Commission
on October 17, 1995. (Incorporated by reference to
Registration Statement on Form S-3 of Cooper Industries,
Inc. filed with the Securities and Exchange Commission
on October 17, 1995.)
Exhibit 99.6 -- Press Release of Cooper Industries, Inc., dated October
17, 1995.
Exhibit 99.7 -- Form of Indenture as supplemented by the First
Supplemental Indenture, between Cooper Industries, Inc.
and Texas Commerce Bank National Association, as
Trustee, filed as Exhibits 4.1 and 4.2, respectively, to
the Cooper S-3 and incorporated herein by reference.
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Signatures
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set forth in
this Amendment No. 2 to the Schedule 13D is true, complete and correct.
Date: October 17, 1995 COOPER INDUSTRIES, INC.
By: /s/ Diane K. Schumacher
Name: Diane K. Schumacher
Title: Senior Vice President,
General Counsel and
Secretary
Date: October 17, 1995 COOPIND INC.
By: /s/ Karen E. Herbert
Name: Karen E. Herbert
Title: Assistant Secretary
Date: October 17, 1995 CS HOLDINGS INTERNATIONAL INC.
By: /s/ Karen E. Herbert
Name: Karen E. Herbert
Title: Assistant Secretary
8
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Amendment to Schedule A
Directors and Executive Officers of Group Members
The list of directors and executive officers of Cooper Industries, Inc.
attached to the Company's Schedule 13D is amended to reflect the following
changes:
<TABLE>
<CAPTION>
Name, Business Address Present Principal
and Citizenship Occupation
---------------------- -----------------
<S> <C>
Additions
Linda A. Hill* Professor
Morgan Hall 333, Soldiers Field Harvard Business School
Boston, Massachusetts 02163
William D. Brewer Vice President, Manufacturing
Services
Terry A. Klebe Vice President and Controller
Changes in Principal Occupation
Robert Cizik* Chairman of the Board
H. John Riley, Jr.* President and Chief Executive
Officer
A. Thomas Young* Previously Executive Vice
12921 Eastworthy Road President
Potomac, Maryland 20878 Lockheed Martin Corporation
D. Bradley McWilliams Senior Vice President, Finance
Diane K. Schumacher Senior Vice President, General
Counsel and Secretary
</TABLE>
In addition, the following persons are deleted as executive officers of Cooper
Industries, Inc.: Dewain K. Cross, Michael J. Sebastian, Nishan Teshoian,
Thomas W. Campbell, Jams A. Chokey, Donald R. Sheley and Joseph D. Chamberlain.
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The list of directors and executive officers of Coopind Inc. and CS Holdings
International Inc. attached to the Company's Schedule 13D are amended to
reflect the following additions:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Coopind Inc.
Susan K. Beesley Director
Executive Vice President
PNC Bank Delaware
300 Delaware Avenue, Suite 327
Wilmington, Delaware 19801
Norman J. Shuman Director and Vice President
President
Belfint, Lyons & Shuman
200 West Ninth Street Plaza
P.O. Box 2105
Wilmington, Delaware 19899
CS Holdings International Inc.
Trident Directors (Cayman) Ltd. Alternate Director
(a nominee company)
One Capital Place
P.O. Box 847
Grand Cayman
Cayman Islands, B.W.I.
</TABLE>
The business address and principal occupation of the above persons appears
directly below their respective names. Each of such persons is a citizen of the
United States, except Trident Directors (Cayman) Ltd. is a corporation
incorporated under the laws of the Cayman Islands.
10
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INDEX TO EXHIBITS
Exhibit 99.5 -- Registration Statement on Form S-3 of Cooper Industries,
Inc. filed with the Securities and Exchange Commission
on October 17, 1995. (Incorporated by reference to
Registration Statement on Form S-3 of Cooper Industries,
Inc. filed with the Securities and Exchange Commission
on October 17, 1995.)
Exhibit 99.6 -- Press Release of Cooper Industries, Inc., dated October
17, 1995.
Exhibit 99.7 -- Form of Indenture as supplemented by the First
Supplemental Indenture, between Cooper Industries, Inc.
and Texas Commerce Bank National Association, as
Trustee, filed as Exhibits 4.1 and 4.2, respectively, to
the Cooper S-3 and incorporated herein by reference.
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Exhibit 99.6
FOR IMMEDIATE RELEASE
October 17, 1995
Contact: Ellen H. Orsburn
Director of Corporate Communications
(713) 739-5423
COOPER PLANS TO OFFER NEW DEBT EXCHANGEABLE FOR WYMAN-GORDON STOCK
HOUSTON, Oct. 17 -- Cooper Industries, Inc. (NYSE-CBE) today filed a
registration statement with the Securities and Exchange Commission for the
offering of three-year notes exchangeable into common stock of Wyman-Gordon
Company (NASDAQ-WYMN) in the form of 15 million DECS(sm) (Debt Exchangeable
for Common Stock(sm)). An additional 1.5 million DECS will be offered if the
underwriters' over-allotment is exercised in full.
At maturity, holders of DECS will receive, in exchange for the
principal amount of the notes, shares of Wyman-Gordon or, at Cooper's option,
cash in lieu of the shares. The number of shares or the amount of cash will be
based on the price of Wyman-Gordon common stock shortly before the maturity of
the DECS. Based on Wyman-Gordon's October 16, 1995 closing stock price of
$12.75 per share, the principal amount of the DECS offered would be $191.3
million, or $210.4 million if the over-allotment is exercised.
If the underwriters do not exercise the over-allotment option, Cooper
may sell the Wyman-Gordon shares that were subject to the option from time to
time in open-market or privately negotiated transactions. Wyman-Gordon also
filed a registration statement for Cooper's shares of Wyman-Gordon common
stock.
The DECS are being offered through a syndicate led by Salomon
Brothers, Merrill Lynch and Schroder Wertheim.
-more-
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Cooper Industries, Inc. Page 2
Cooper plans to use the proceeds from the DECS offering for general
corporate purposes. "The DECS offering is one of several actions we are taking
to increase our financial flexibility and allow Cooper to continue to grow,"
said H. John Riley, Jr., President and Chief Executive Officer of Cooper.
Cooper currently owns 16.5 million shares of Wyman-Gordon's common
stock, or approximately 47 percent of the outstanding shares. Cooper received
these shares in May 1994 in connection with the sale of its Cameron Forged
Products Company to Wyman-Gordon. If Cooper elects to exchange DECS for shares
of Wyman-Gordon at maturity, its equity interest in Wyman-Gordon will be
substantially reduced or eliminated, depending on the price of Wyman-Gordon
common stock at that time.
Wyman-Gordon Company is a leading manufacturer of high quality,
technologically advanced forgings, investment castings and composite structures
for the commercial transportation, commercial power and defense industries.
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, tools and hardware, and automotive products.
---------------
Registration statements relating to these securities have been filed with the
Securities and Exchange Commission but have not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statements become effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
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