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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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 and 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) 209-8400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 4, 1999
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box: [ ]
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SCHEDULE 13D
CUSIP No. 983085 10 1
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(1) NAMES OF REPORTING PERSONS
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) [ ]
(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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(7) SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ----------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING ----------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH
0
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(10) SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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
N/A
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(14) TYPE OF REPORTING PERSON
CO
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2
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Cooper Industries, Inc. ("Cooper") hereby amends the Schedule 13D,
dated June 1, 1994, originally filed by Cooper, Coopind, Inc. ("Coopind") and
CS Holdings International Inc. ("CS International") as amended by Amendment No.
1 thereto, dated February 3, 1995, Amendment No. 2 thereto, dated October 17,
1995, Amendment No. 3 thereto, dated November 24, 1995, Amendment No. 4
thereto, dated August 27, 1997 and Amendment No. 5 thereto, dated July 14, 1998
(as amended, the "Schedule 13D"), which relates to the common stock, par value
$1.00 per share (the "Shares"), 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:
Effective October 9, 1998, Cooper sold its Automotive Products
segment to Federal Mogul Corporation for $1.9 billion. As a result of this
transaction, Cooper is no longer engaged in the automotive products business.
Schedule A is hereby amended to reflect certain management changes
at Cooper.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the
following:
On December 21, 1998, Cooper purchased 345,000 Shares from CS
International for $10 1/8 per Share (the closing sales price of a Share on the
New York Stock Exchange Composite Tape on December 21, 1998), or an aggregate
purchase price of $3,493,125. Cooper paid the purchase price by delivering to
CS International a 6.0% promissory note maturing February 26, 1999.
On January 1, 1999, the DECS matured and were mandatorily exchanged
by the holders thereof, at the election of Cooper, for 14,000,000 Shares held
by Cooper on such date. On January 4, 1999, Cooper delivered the Shares to the
DECS holders.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the
following:
Cooper reacquired 345,000 Shares from CS International on December
21, 1998, as described in Item 3, so as to enable it to deliver 14,000,000
Shares upon the maturity of the DECS.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended to read as follows:
(a) As a result of the transaction described in Item 3, as of the
date hereof Cooper, Coopind and CS International beneficially own no Shares.
3
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(b) Not applicable.
(c) On December 21, 1998, Cooper purchased 345,000 Shares from
CS International for $10 1/8 per Share in a private transaction.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
The information contained in Exhibits 99.100 through 99.101 is
hereby incorporated by reference in its entirety.
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the
following:
Exhibit 99.100 Copy of Letter Agreement between Cooper Industries,
Inc. and CS Holdings International Inc. dated
December 21, 1998 confirming agreement for the
purchase of 345,000 Shares of the Common Stock of
Wyman-Gordon Company.
Exhibit 99.101 Copy of Promissory Note issued by Cooper Industries,
Inc. to CS Holdings International Inc. in
connection with the purchase of 345,000 Shares of
the Common Stock of Wyman-Gordon Company.
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
the information set forth in this Statement is true, complete and correct.
Date: January 6, 1999 COOPER INDUSTRIES, INC.
/s/ DIANE K. SCHUMACHER
-------------------------------------
Diane K. Schumacher
Title: Senior Vice President,
General Counsel and Secretary
5
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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 this Schedule 13D is amended to reflect the following changes:
Name, Business Address
and Citizenship Present Principal Occupation
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Additions
- ---------
Richard J. Bajenski Vice President, Investor Relations
Dan F. Smith* President and Chief Executive Officer of
1221 McKinney, Ste. 1600 Lyondell Chemical Company
Houston, TX 77010
Gordon A. Ulsh and Phyllis J. Piano are deleted from the list of executive
officers.
If no address is given for a director or officer, the director's or officer's
business address is that of Cooper. 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.
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EXHIBIT INDEX
Exhibit 99.100 Copy of Letter Agreement between Cooper Industries, Inc. and
CS Holdings International Inc. dated December 21, 1998,
confirming agreement for the purchase of 345,000 Shares of
the Common Stock of Wyman-Gordon Company.
Exhibit 99.101 Copy of Promissory Note issued by Cooper Industries, Inc. to
CS Holdings International Inc. in connection with the
purchase of 345,000 Shares of the Common Stock of
Wyman-Gordon Company.
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EXHIBIT 99.100
December 21, 1998
Board of Directors
CS Holdings International Inc.
Fourth Floor, One Capital Place
P. O. Box 847
Grand Cayman
Cayman Islands, British West Indies
Cooper Industries, Inc. hereby offers to purchase 345,000 Shares of
Wyman-Gordon Company common stock ("W-G stock") at a per share price equal to
the closing market price of a share of W-G stock on December 21, 1998, with the
closing to take place at 5:00 p.m., Central time, on December 21, 1998.
Payment shall be in the form of a note maturing on February 26, 1999, with the
interest being computed at 6% per annum on a 365-day basis.
Please indicate your acceptance of the above offer by signing and returning the
duplicate copy of this letter enclosed herewith.
Yours truly,
/s/ Diane K. Schumacher
Diane K. Schumacher
Senior Vice President, General Counsel
and Secretary
Agreed and accepted this
21st day of December 1998.
CS HOLDINGS INTERNATIONAL INC.
By: /s/ E. Daniel Leightman
-----------------------------
Name: E. Daniel Leightman
Title: President
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EXHIBIT 99.101
NOTE
USD3,493,125 December 21, 1998
Cooper Industries, Inc. an Ohio corporation ("Borrower"), promises to pay to
CS Holdings International Inc., a Cayman Islands corporation ("Lender"),
USD3,493,125 together with interest on the outstanding principal at the rate
of 6.00% per annum. Interest shall be computed on the basis of a year of
365 days.
The principal amount of this note and the accrued interest thereon shall be due
and payable on February 26, 1999.
The Borrower waives presentment, demand, notice, protest and all other demands
and notices in connection with the delivery, acceptance, performance, default
or enforcement of this note.
The interest paid hereon shall not exceed the maximum rate permitted by law.
This note shall be governed by and construed in accordance with the laws of the
State of Texas.
COOPER INDUSTRIES, INC.
By: /s/ Alan J. Hill
--------------------------------
Title: Vice President and Treasurer
