<PAGE>
PRECISION CASTPARTS CORP.
4600 S.E. Harney Drive
Portland, Oregon 97206-0898
_________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AUGUST 2, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting
of Shareholders of Precision Castparts Corp. (Company)
will be held in the Intermediate Theater of the Portland
Center for the Performing Arts, 1111 SW Broadway,
Portland, Oregon, on Wednesday, August 2, 1995, at
2:00 p.m., Pacific Time, for the following purposes:
(1) to elect two directors to serve terms of
three years and one director to serve a term of
one year;
(2) to ratify the appointment of Price
Waterhouse as auditors of the Company for
fiscal year 1996; and
(3) to transact any other business properly
brought before the meeting or any adjournment
thereof.
Shareholders of record at the close of business
on June 2, 1995 will be entitled to vote at the meeting.
The meeting is subject to adjournment from time to time
as the shareholders present in person or by proxy may
determine.
Your vote is important. Whether or not you
plan to attend the meeting, please promptly sign, date
and return the enclosed proxy card in the return envelope
provided. Please mark the appropriate box on the proxy
card if you plan to attend the meeting in order for the
Company to prepare an accurate admission list. If you
attend the meeting and prefer to vote in person, you will
have that privilege.
By Order of the Board of
Directors
Roy M. Marvin
Secretary
Portland, Oregon
June 29, 1995
</Page>
<PAGE>
PRECISION CASTPARTS CORP.
4600 S.E. Harney Drive
Portland, Oregon 97206-0898
______________________
PROXY STATEMENT
______________________
A proxy in the accompanying form is solicited
by the Board of Directors of Precision Castparts Corp.
(Company) for use at the 1995 Annual Meeting of
Shareholders to be held in the Intermediate Theater of
the Portland Center for the Performing Arts, 1111 SW
Broadway, Portland, Oregon, on Wednesday, August 2, 1995,
at 2:00 p.m., Pacific Time, or at any adjournment
thereof. The approximate date on which this proxy
statement and the accompanying proxy form are first being
sent to shareholders is July 5, 1995.
The power of the proxy holders will be
suspended if the person executing the proxy is present at
the meeting and elects to vote in person. Any proxy may
be revoked prior to its exercise upon written notice to
the Secretary of the Company. The shares represented by
each valid, unrevoked proxy will be voted in accordance
with the instructions specified in the proxy, if given.
If a signed proxy is returned without instructions, it
will be voted for the nominees for directors, for the
approval of the proposals presented and in accordance
with the recommendations of management on any other
business that may properly come before the meeting or
matters incident to the conduct of the meeting.
Page 1
</Page>
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors Recommends a Vote
"For" All Nominees
The Board of Directors of the Company, pursuant to
the Company's Bylaws, is divided into three classes, and
the term of office of one class expires each year.
Peter R. Bridenbaugh and Steven G. Rothmeier are nominees
for election at this meeting for three-year terms
expiring in 1998. Don R. Graber is a nominee for
election at this meeting for a one-year term expiring in
1996. If any of the nominees for director becomes
unavailable for election for any reason (none being
currently known), the proxy holders will have
discretionary authority to vote pursuant to the proxy for
a suitable substitute or substitutes.
Under the Company's director retirement policy,
Edward H. Cooley, Don C. Frisbee and Kenneth H. Pierce
will retire coincident with the 1995 Annual Meeting of
Shareholders. In addition, Harry C. Stonecipher tendered
his resignation in January, 1995 following his
appointment as Chief Executive Officer of McDonnell
Douglas Corporation. In May, 1995 the Board of Directors
appointed Mr. Bridenbaugh to fill the position vacated by
Mr. Stonecipher, and appointed Mr. Graber to a newly
created director position in the class with a term
expiring at the 1996 Annual Meeting. The Board of
Directors also amended the Company's Bylaws to provide
that the number of directors shall be at least seven and
no more than twelve, and determined that the number of
directors within this range shall be seven effective
immediately following the 1995 Annual Meeting of
Shareholders.
The following table briefly describes the
Company's nominees for director and the directors whose
terms will continue. Except as otherwise noted, each has
held his principal occupation for at least five years.
<TABLE>
<CAPTION>
Name, Age, Principal Occupation Director Term
and Other Directorships Since Expires
Nominees
<S> <C> <C>
Peter R. Bridenbaugh - 55 1995 1995
Executive Vice President and
Chief Technical Officer, Aluminum
Co. of America, an integrated producer
of aluminum parts; from 1991-1994,
Page 2
</Page>
<PAGE>
Executive Vice President, Science
and Technology, Engineering,
Safety & Health, Aluminum Co. of
America
Don R. Graber - 49 1995 1995
Group Vice President and President
of U.S. Household Products Group of
The Black & Decker Corporation, a marketer
and manufacturer of household products;
from 1992 to 1994, President of
Black & Decker International Group
Steven G. Rothmeier - 48 1994 1995
Chairman and Chief Executive Officer of
Great Northern Capital, a private
investment and merchant banking firm,
since March, 1993; formerly
President of IAI, Inc. Director of
Honeywell, Inc., Metropolitan Financial
Corporation, E. W. Blanch Holdings, Inc.,
and Department 56, Inc.
Directors Whose Terms Continue
Howard W. Hill - 68 1983 1996
Chairman of the Board of Directors of
Zero Corporation, manufacturer of
enclosures for the electronics and
computer industries
Roy M. Marvin - 64 1967 1996
Vice President - Administration
and Secretary of the Company
William C. McCormick - 61 1986 1997
Chairman of the Company since October,
1994; President and Chief Executive
Officer of the Company since August
1991; from 1985-91, President and Chief
Operating Officer of the Company
Dwight A. Sangrey - 55 1990 1997
Senior Associate, American Council
on Education; until October, 1994,
President and Chief Executive Officer of
Oregon Graduate Institute of Science &
Technology; Director of Northwest
Natural Gas Company
</TABLE>
Directors are elected by a plurality of the
votes cast by the shares entitled to vote if a quorum is
Page 3
</Page>
<PAGE>
present at the meeting. Abstentions and broker non-votes
will be treated as shares present and not voting.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table, which was prepared on the
basis of information furnished by the persons described,
shows ownership of the Company's Common Stock as of
May 1, 1995 by each director, each person who became a
director after May 1, 1995, by the Chief Executive
Officer, by each of the other four most highly
compensated executive officers, and by the directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
Number of Shares Percent of
Name Beneficially Owned Outstanding Shares
_________________________________________________________
<S> <C> <C> <C>
Peter R. Bridenbaugh 0 (1) *
Edward H. Cooley 1,137,014 (2) 5.6
Mark Donegan 5,447 (3) *
Don C. Frisbee 11,475 (4) *
Don R. Graber 0 (1) *
Howard W. Hill 15,750 (5) *
William D. Larsson 27,219 (6) *
Roy M. Marvin 62,992 (7) *
William C. McCormick 84,906 (8) *
Kenneth H. Pierce 41,173 (9) *
Steven G. Rothmeier 1,500 *
Dwight A. Sangrey 3,900 (10) *
Peter G. Waite 42,948 (11) *
All directors and
executive officers
as a group
(13 persons) 1,298,467 (12) 6.4
</TABLE>
[FN]
__________
*Less than 1 percent of the Company's outstanding shares
of Common Stock.
(1) Messrs. Bridenbaugh and Graber were appointed
as directors after May 1, 1995.
(2) Includes 46,550 shares owned by Mrs. Cooley as
of May 1, 1995, as to which Mr. Cooley disclaims
beneficial ownership.
Page 4
</Page>
<PAGE>
(3) Includes 5,447 shares subject to options that
are exercisable or become exercisable by Mr. Donegan
within 60 days after May 1, 1995.
(4) Includes 975 shares held jointly with Mrs.
Frisbee; includes 8,250 shares subject to options that
are exercisable or become exercisable by Mr. Frisbee
within 60 days after May 1, 1995.
(5) Includes 7,500 shares held in the Hill Family
Trust and 8,250 shares subject to options that are
exercisable or become exercisable by Mr. Hill within 60
days after May 1, 1995.
(6) Includes 24,969 shares subject to options that
are exercisable or become exercisable by Mr. Larsson
within 60 days after May 1, 1995.
(7) Includes 41,121 shares held jointly with
Mrs. Marvin; includes 21,871 shares subject to options
that are exercisable or become exercisable by Mr. Marvin
within 60 days after May 1, 1995.
(8) Includes 17,396 shares subject to options that
are exercisable or become exercisable by Mr. McCormick
within 60 days after May 1, 1995.
(9) Includes 8,250 shares subject to options that
are exercisable or become exercisable by Mr. Pierce
within 60 days after May 1, 1995.
(10) Includes 3,750 shares subject to options that
are exercisable or become exercisable by Mr. Sangrey
within 60 days after May 1, 1995.
(11) Includes 4,875 shares owned by children of
Mr. Waite. Includes 37,674 shares subject to options
that are exercisable or become exercisable by Mr. Waite
within 60 days after May 1, 1995.
(12) Includes 135,857 shares subject to options that
are exercisable or become exercisable within 60 days
after May 1, 1995.
Page 5
</Page>
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Report of the Compensation Committee on Executive
Compensation
The Compensation Committee of the Board of
Directors (Committee) is composed of three non-employee
directors, of whom two remain following the resignation
as a director of Mr. Stonecipher in January, 1995.
Pursuant to authority delegated by the Board, the
Committee initially determines the compensation to be
paid to the Chief Executive Officer and to each of the
other executive officers of the Company. Following such
determination by the Committee, issues concerning officer
compensation are submitted to the Board of Directors for
approval. Directors who are also officers of the Company
do not participate in this approval process. The
Committee also is responsible for developing and making
recommendations to the Board with respect to the
Company's executive compensation policies.
The Company's compensation policies for
officers (including the named executive officers) are
designed to fairly compensate the Company's executives
and to provide incentive for the executives to manage the
Company's business effectively for the benefit of its
shareholders. To assist the Compensation Committee and
the Board of Directors in achieving those ends, in fiscal
1994 the Company retained the services of an independent
consultant with special expertise in compensation matters
to assist in the design and monitoring of compensation
arrangements that are fair and competitive for the
executives and consistent with the objectives of the
shareholders.
The key objectives of the Company's executive
compensation policies are to attract and retain key
executives who are important to the long-term success of
the Company, and to provide incentive for these
executives to achieve high levels of job performance and
enhancement of shareholder value. The Company seeks to
achieve these objectives by paying its executives a
competitive level of base compensation for companies of
similar size and industry and by providing its executives
an opportunity for further reward for outstanding
performance in both the short term and the long term. It
is the current policy of the Committee to set base
salaries conservatively and to emphasize opportunities
for performance-based rewards through annual cash bonuses
and stock option grants.
Page 6
</Page>
<PAGE>
Section 162(m) of the Internal Revenue Code of
1986, as adopted in 1993, limits to $1,000,000 per person
the amount that the Company may deduct for compensation
paid to any of its most highly compensated officers in
any year. The levels of salary and bonus paid by the
Company generally do not exceed this limit. However,
upon exercise of nonqualified stock options, the excess
of current market price over the option price (option
spread) is treated as compensation and, therefore, it may
be possible for option exercises by an officer in any
year to cause the officer's total compensation to exceed
$1,000,000. Under proposed regulations, the $1,000,000
cap on deductibility will not apply to option spread
compensation from exercise of a nonqualified stock option
that meets certain requirements. It is the Company's
current policy generally to grant options that meet the
requirements of the proposed regulations.
Executive Officer Compensation Program. The
Company's executive officer compensation program is
comprised of three elements: base salary, annual cash
bonus and long-term incentive compensation in the form of
stock option grants.
Salary. Base salary ranges for each of the
Company's executive officers were established in fiscal
1994 relative to companies of comparable size and to a
comparator group which consisted of fifteen companies (of
which five were major business units of large,
diversified companies) in the aerospace/defense and
machinery/machine tool industries in which the Company
competes for employees, as determined by surveys reported
by the Company's compensation consultant in 1994. In
determining individual salaries within the established
ranges, the Committee took into account individual
experience, job responsibility and individual performance
during the prior year. The Committee did not assign a
specific weight to each of these factors in establishing
individual base salaries.
In determining 1995 salaries, the Compensation
Committee weighed the 1994 salaries relative to the
ranges established in fiscal 1994, reviewed salaries of
executives of similar companies, and made specific
adjustments to the 1994 compensation levels as determined
by the Committee to be appropriate in the circumstances.
As a result, base salaries paid to the Company's
executive officers in fiscal 1995 remained moderately
below the 50th percentile of the range of salaries of the
comparator companies considered by the Committee in the
Page 7
</Page>
<PAGE>
1994 survey. All of the companies included in the
comparator group are part of the S&P Aerospace Index
included in the Return to Shareholders Performance Graph.
Cash Bonuses. The purpose of the cash bonus
component of the compensation program is to provide a
direct financial incentive in the form of cash bonuses to
executives and other employees to achieve predetermined
Division and Company performance objectives. For fiscal
1995, the Company maintained three separate cash bonus
plans that included executive officers of the Company:
the Corporate Executive Bonus Program (in which Messrs.
McCormick, Larsson and Marvin participated), the
Structurals Division Executive Bonus Program (in which
Mr. Donegan participated), and the Airfoils Division
Executive Bonus Program (in which Mr. Waite
participated). No executive officer participates in more
than one bonus plan; however, the Corporate Executive
Bonus Program allows for special awards to non-
participants, including Messrs. Waite and Donegan, under
circumstances approved by the Compensation Committee.
Under the Corporate Executive Bonus Program, at
the beginning of each year the Compensation Committee
establishes threshold, target and maximum bonus amounts
for each executive officer, expressed as a percentage of
the executive officer's base salary. Maximum bonus
amounts under the Corporate Executive Bonus Program in
fiscal 1995 ranged from 80 percent to 100 percent of base
salary. Performance under the Corporate Executive Bonus
Program is measured based on four performance elements:
earnings per share, operating working capital per sales
dollar, gross margin percent and return on equity. An
actual return on equity of at least 10 percent is
required before an initial bonus is awarded. Assuming a
10 percent return on equity is achieved, actual financial
results of the Company are measured for each performance
element using a point system, and translated to a "bonus
factor" percentage. The bonus factor is applied to the
participant's targeted bonus percent under the plan, and
the product is multiplied by eligible compensation to
determine the initial bonus amount. The final bonus
amount paid to an eligible executive officer is
determined by the Compensation Committee, which has
discretion to increase or decrease the formula-derived
initial bonus amount in the event of major unexpected
changes in operations or unusual adjustments during the
fiscal year, or to reflect individual performance.
Page 8
</Page>
<PAGE>
Bonuses under the Airfoils Division Executive
Bonus Program and the Structurals Division Executive
Bonus Program are also formula-derived, and principally
rely upon formulas used under the respective divisional
quarterly cash bonus ("QCB") programs in which all other
Airfoils and Structurals Division employees participate.
Among the factors included in the formulas are the
respective division's operating profit, expected return
on assets and, in the case of the Structurals Division's
QCB and Executive Bonus Programs, the level of
achievement of pre-determined variable cost goals. The
formula also considers the potential award percentage
established by the Compensation Committee for the
executive officers who participate in the Airfoils
Division and Structurals Division Executive Bonus
Programs, which was 95 percent of base salary for fiscal
1995. As with the Corporate Executive Bonus Program, the
initial bonus award under either the Structurals Division
Executive Bonus Program or the Airfoils Division
Executive Bonus Program may be increased or decreased in
the event of major unexpected changes in operations or
unusual adjustments during the fiscal year, or to reflect
individual performance.
Bonus awards for fiscal 1995 to executive
officers were formula-derived, and no discretionary
awards were approved by the Compensation Committee under
its discretionary power, except with respect to Mr.
Donegan, for whom a special award was made under the
Corporate Executive Bonus Program to reflect individual
performance.
Stock Options. Under the Company's
compensation policy, stock options are the primary
vehicle for rewarding long-term achievement of Company
goals. The objectives of the program are to align
employee and shareholder long-term interests by creating
a strong and direct link between compensation and
increases in share value. Under the Company's 1994 Stock
Incentive Plan, the Board of Directors or the
Compensation Committee may grant options to purchase
Common Stock of the Company to key employees of the
Company and its subsidiaries. Approximately 140 persons,
including all of the Company's executive officers,
currently participate in the Stock Incentive Plan. The
Board of Directors makes annual grants of nonstatutory
options to acquire the Company's Common Stock at an
exercise price equal to the fair market value of the
shares on the date of grant (the closing sale price on
the New York Stock Exchange on the grant date). The
number of shares subject to option grants to executive
officers is normally determined by formula, on a basis
Page 9
</Page>
<PAGE>
intended to match the reward potential of the
participant's current bonus opportunity level (the
percent of base salary described under Cash Bonuses,
above), if the underlying share price doubles over the
five-year period following the date of grant. Assuming a
current stock price of $30, an employee with a bonus
opportunity level of $125,000 would receive an option to
purchase 4,167 shares ($125,000 divided by the $30 gain
achieved by a doubling of stock value to $60). The
options vest in 25 percent increments over the four-year
period following grant. All nonstatutory stock options
granted to date become fully exercisable upon a change in
control of the Company.
Chief Executive Officer Compensation. The
Committee determined the Chief Executive Officer's
compensation for fiscal 1995, with the final approval of
the Board of Directors. The Chief Executive Officer's
base salary was determined based upon a review of the
salaries of chief executive officers for companies of
comparable size and industry identified in the
consultant's 1994 comparator group and upon a review of
the Chief Executive Officer's performance. In keeping
with the compensation policies described above, which
emphasize both short-term and long-term performance
rewards rather than base salary, the Chief Executive
Officer's salary was set moderately below the median base
salary of the comparator companies reviewed by the
Committee. The Chief Executive Officer's bonus for
fiscal 1995 was determined under the Corporate Executive
Bonus Program formula described under Cash Bonuses,
above, based upon the level of achievement of Company
performance objectives for fiscal 1995, and was not
increased or decreased under the Committee's
discretionary powers. Option grants were determined
under the formula described under Stock Options, above.
Don C. Frisbee
Steven G. Rothmeier
Compensation Committee Interlocks and Insider Participation.
There are none.
Page 10
</Page>
<PAGE>
Summary Compensation Table
The following table sets forth compensation
paid to the Chief Executive Officer and the other four
most highly compensated executive officers of the Company
for services in all capacities to the Company and its
subsidiaries during each of the last three fiscal years.
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards
________________________________________ ___________________________
Name and Other Number All
Principal Annual Of Other
Position Year Salary Bonus (2) Compensation (3) Options (4)Compensation(5)
_________________________________________________________________ ___________________________
<S> <C> <C> <C> <C> <C> <C>
William C. McCormick 1995 $388,334 $313,386 $1,031 16,612 $ 4,633
Chairman, President 1994 328,542 164,886 0 18,000 3,721
and Chief Executive 1993 315,000 110,000 0 27,193 2,160
Officer
Peter G. Waite 1995 274,167 372,456 659 11,213 1,267
Executive Vice 1994 242,292 250,893 0 12,757 0
President - Airfoils 1993 235,000 89,300 0 17,223 0
Mark Donegan 1995 204,167 91,680 0 8,306 39,016
Executive Vice 1994 173,042 85,996 0 7,714 61,984
President - 1993 127,254 75,311 0 10,489 0
Structurals
William D. Larsson 1995 173,125 125,689 0 6,689 418
Vice President and 1994 155,750 70,350 0 7,383 354
Chief Financial 1993 146,458 50,000 0 10,641 296
Officer
Roy M. Marvin 1995 152,084 98,246 0 5,246 1,404
Vice President - 1994 143,666 57,682 0 6,492 1,292
Administration and 1993 136,459 50,000 0 9,324 1,067
Secretary
</TABLE>
Page 11
</Page>
<PAGE>
[FN]
__________
(1) Includes compensation deferred at the election of
the executive officers under the Company's 401(k) Plan or
under the Company's Executive Deferred Compensation Plan.
Under the Company's 401(k) Plan, officers and other
employees of the Company may elect to defer a percentage
of their eligible compensation (such percentage to be
selected by the participant from a range selected by the
administrator of the Plan, but subject to limitations
under the Internal Revenue Code). Amounts deferred by an
employee are deposited by the Company in a trust to be
invested for the employee's benefit pending distribution
to the employee after termination of employment or upon
in-service withdrawal at the request of the employee due
to extraordinary hardship. The Company has not made any
contributions under the 401(k) Plan.
(2) These amounts are cash awards under the bonus plans
described under Cash Bonuses in the Report of the
Compensation Committee on Executive Compensation.
(3) Under the Company's Executive Deferred Compensation
Plan, a participant may elect to defer salary and/or
bonus on an unsecured basis, and may select one of three
performance options: S&P 500 Index, Company Common
Stock, or Prime Plus 2. The figure shown represents
earnings on amounts deferred at the election of the named
executive officer to the extent earnings exceeded 120% of
the applicable federal long-term rate.
(4) Represents shares of Common Stock issuable upon
exercise of nonstatutory stock options granted under the
Company's 1994 Stock Incentive Plan described under Stock
Options in the Report of the Compensation Committee on
Executive Compensation. Numbers of options for 1993 and
1994 have been adjusted for the subsequent 3-for-2 stock
split.
(5) Includes $61,852 and $38,818 in reimbursed
relocation expense for Mr. Donegan in 1994 and 1995,
respectively. All other amounts for named executive
officers represent term life insurance premiums paid by
the Company.
Page 12
</Page>
<PAGE>
Option Grants in Last Fiscal Year
The following table provides
information regarding stock options granted to
executive officers in fiscal 1995.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term (2)
__________________________________________ ____________________
Percent of
Total
Number of Options
Securities Granted to
Underlying Employees Exercise Expira-
Options in Fiscal Price tion
Name Granted (1) Year per Share Date 5% 10%
__________________________________________________________________________
____________
<S> <C> <C> <C> <C> <C> <C>
William C. McCormick 16,612 9.2 $22.875 10/28/04 $238,980 $605,621
Peter G. Waite 11,213 6.2 22.875 10/28/04 161,310 408,791
Mark Donegan 8,306 4.6 22.875 10/28/04 119,490 302,811
William D. Larsson 6,689 3.7 22.875 10/28/04 96,228 243,860
Roy M. Marvin 5,246 2.9 22.875 10/28/04 75,469 191,253
</TABLE>
Page 13
</Page>
<PAGE>
[FN]
__________
(1) Options are granted at an exercise price equal to
fair market value at the date of grant (the closing sale
price on the New York Stock Exchange on the grant date).
Options become exercisable to the extent of 25 percent of
the shares one year after the date of grant and to the
extent of 25 percent of the shares each year thereafter.
Under the terms of the Company's 1994 Stock Incentive
Plan, each of the options is subject to accelerated
vesting in the event of a change in control of the
Company. Each of the options is subject to early
termination in the event of termination of employment.
Each option terminates 12 months following death,
disability or retirement at normal retirement age or bona
fide early retirement, and six months after termination
of employment for any other reason.
(2) In accordance with rules of the Securities and
Exchange Commission, these amounts are the hypothetical
gains or "option spreads" that would exist for the
respective options based on assumed rates of annual
compound stock price appreciation of five percent and ten
percent from the date the options were granted over the
full option term, and do not represent the Company's
estimate or projection of the future stock price.
Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values.
The following table indicates (i) stock options
exercised by executive officers during fiscal 1995,
including the value realized on the date of exercise,
(ii) the number of shares subject to exercisable (vested)
and unexercisable (unvested) stock options as of the
Company's fiscal year-end, April 2, 1995 and (iii) the
value of "in-the-money" options at April 2, 1995.
Page 14
</Page>
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options Held Options
Acquired Value at Fiscal Year-End at Fiscal Year-End
on Realized (Exercisable/ (Exercisable/
Name Exercise (1) Unexercisable) Unexercisable) (2)
__________________________________________________________________________
__________
<S> <C> <C> <C> <C> <C>
<C>
William C. McCormick 127,141 $1,370,477 17,396/46,839 $165,727/$377,410
Peter G. Waite 55,560 619,839 37,674/31,546 244,810/250,569
Mark Donegan 17,795 74,933 5,447/20,201 30,178/155,726
William D. Larsson 17,125 94,994 24,969/18,787 173,187/150,546
Roy M. Marvin 25,858 218,230 21,871/15,865 151,803/130,057
</TABLE>
Page 15
</Page>
<PAGE>
[FN]
__________
(1) Value realized equals fair market value of the stock on
the date of exercise, less the exercise price, times the
number of shares acquired. Taxes must be paid by the
individual on the value realized.
(2) Value of unexercised options equals the fair market
value of a share into which the option can be converted at
April 2, 1995 (market price $26.125), less exercise price,
times the number of options outstanding.
Page 16
</Page>
<PAGE>
Return to Shareholders Performance Graph
The following line graph provides a comparison of
the annual percentage change in the Company's cumulative
total shareholder return on its Common Stock with the
cumulative total return of the S&P 500 Index and a peer group
consisting of companies included in the S&P Aerospace Index.
In addition, the graph includes a comparator group selected
by the Company. The comparison assumes that $100 was
invested on April 1, 1990 in the Company's Common Stock and
in each of the foregoing indices, and in each case assumes
the reinvestment of dividends.
The following is a description of graphic material
omitted from the current filing:
Graph title: PRECISION CASTPARTS CORP.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
RETURN
Type of Graph: Line Graph
X-Axis Information: Years from left to right 1990, 1991,
1992, 1993, 1994, 1995
Y-Axis Information: Dollars from bottom to top 0, 20, 40,
60, 80, 100, 120, 140, 160, 180, 200, 220.
Specific Data Points:
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(fiscal year covered)
1990 1991 1992 1993 1994 1995
______________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
S&P 500 100 114 127 146 149 172
S&P Aerospace 100 108 114 129 168 202
Aerospace
Comparator
Group (1) 100 81 64 46 47 52
PCC 100 126 87 73 108 127
</TABLE>
Page 17
</Page>
<PAGE>
[FN]
__________
(1) The Aerospace Comparator Group consists of Hexcel
Corporation; Rohr, Inc.; Sequa Corporation; SPS Technologies,
Inc.; and Wyman-Gordon Company. The Company believes these
companies to be representative of public companies which have
as predominate portions of their operations the supply of
metal parts for use in the production and/or refurbishment of
aerospace products, as does the Company. Performance
information of the Aerospace Comparator Group is supplied on
a voluntary basis and is in addition to required performance
disclosure.
Retirement Plan
The Company maintains a Retirement Plan under which
all eligible domestic employees, including officers and those
directors who are full-time employees, receive benefits at
retirement based on average monthly salary in the five
consecutive years of highest compensation (exclusive of
bonuses) and length of service with the Company. Employees
do not contribute to the Retirement Plan, and the amount of
the Company's annual contribution is based on an actuarial
determination. The Retirement Plan provides that a
participant's accrued benefit will become 100 percent vested
upon the occurrence of a change in control of the Company and
provides for disposition to participants of any surplus
assets in the Retirement Plan upon termination of the
Retirement Plan following a change in control of the Company.
The Company maintains a Supplemental Executive
Retirement Plan ("SERP") to provide supplemental retirement
benefits to certain key employees selected by the
Compensation Committee. The SERP provides participating
employees with a supplemental retirement benefit upon normal
retirement at age 65 with 25 years of service. The
supplemental retirement benefit is designed to pay a basic
monthly benefit equal to 55 percent of Final Average Pay (as
defined in the Retirement Plan, but including one-half of any
bonus and all of any deferred compensation) minus both the
amount of any benefit under the Retirement Plan and the
Primary Social Security Benefit (as defined in the Retirement
Plan). For participants retiring with less than 25 years of
service at age 65, the
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basic benefit under the SERP formula before offset is reduced
by 1/25 for each year less than 25. There is a provision for
an actuarially reduced early retirement benefit at or after
age 55 with at least 10 years of service. For participants
retiring with more than 25 years of service at age 65, the
benefit is (a) the basic benefit before offset, plus (b) 0.5
percent of Final Average Pay times years of service over 25,
minus (c) both the amount of any benefit under the Retirement
Plan and the Primary Social Security Benefit. Service and
pay can continue to accrue if retirement is deferred past age
65, but there is no actuarial increase for deferred start of
benefits after age 65. The SERP benefit for any participant
who is a five-percent shareholder of the Company over a 20-
year period is half the amount otherwise provided under the
SERP. The SERP provides for lump-sum payment of an
accelerated vested benefit in the event of termination of
employment following a change in control of the Company.
Each of the executive officers of the Company has been
designated as a participant in the SERP.
The following table shows the estimated annual
benefits payable under the Company's Retirement Plan and SERP
to employees upon normal retirement (age 65) as of April 2,
1995. The table assumes, for purposes of calculating the
SERP portion of the estimated annual benefit, that the
employee receives an annual bonus equal to one-third of
salary in each year used in computing the five-year average
salary at retirement. Individual variations in bonus awards
will result in adjustments to the SERP component of the
estimated annual benefit. The amounts listed are net of an
actuarially determined offset for estimated Social Security
benefits.
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<PAGE>
<TABLE>
<CAPTION>
Highest
Five-Year
Average
Salary at ESTIMATED ANNUAL RETIREMENT BENEFITS
Retirement Credited Years of Service at Retirement
__________________________________________________________________________
__
10 15 20 25 30 35
__________________________________________________________________________
__
<S> <C> <C> <C> <C> <C> <C>
$150,000 $ 24,695 $ 43,362 $ 62,612 $ 81,862 $ 86,237 $ 90,612
160,000 26,679 47,212 67,745 88,279 92,945 97,612
180,000 31,812 54,912 78,012 101,112 106,362 111,612
240,000 47,212 78,012 108,812 139,612 146,612 153,612
280,000 57,479 93,412 129,345 165,279 173,445 181,612
330,000 70,312 112,662 155,012 197,362 206,987 216,612
350,000 75,445 120,362 165,279 210,195 220,404 230,612
380,000 83,145 131,912 180,679 229,445 240,529 251,612
400,000 88,279 139,612 190,945 242,279 253,945 265,612
450,000 101,112 158,862 216,612 274,362 287,487 300,612
</TABLE>
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<PAGE>
Benefits payable under the Retirement Plan are
computed on an actuarial basis. The following table shows
the number of credited years of service and the fiscal 1995
salaries, for purposes of the benefit table above, for the
five officers named in the Summary Compensation Table.
Credited Years Fiscal 1995
Name of Individual of Service Salary
____________________________________________________________
William C. McCormick 10 $388,334
Peter G. Waite 14 274,167
Mark Donegan 9 204,167
William D. Larsson 15 173,125
Roy M. Marvin 33 152,084
Severance Agreements
The Company's senior executives are parties to
severance agreements with the Company. The agreements
generally provide for the payment upon termination of the
executive's employment by the Company without cause or by the
employee for "good reason" (as defined in the severance
agreement) within two years following a change in control of
the Company of an amount equal to three times that employee's
annual salary and bonus (on an after excise-tax basis), a
lump-sum pension payment based upon three additional years of
service and three years of continued coverage under life,
accident and health plans. Each executive is obligated under
the severance agreement to remain in the employ of the
Company for a period of 270 days following a "potential
change in control" (as defined in the severance agreement).
Messrs. McCormick, Waite, Donegan, Larsson and Marvin have
each entered into a severance agreement.
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<PAGE>
PROPOSAL 2: APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends a vote "For" Proposal 2.
On May 17, 1995, the Board of Directors appointed
Price Waterhouse to act as auditors of the Company's
financial statements for the fiscal year ending March 31,
1996, subject to ratification of the appointment by the
shareholders. Representatives of Price Waterhouse will be
present at the annual meeting, will be given the opportunity
to make a statement if they wish and will be available to
respond to appropriate questions.
If a majority of the shares entitled to vote is
present at the meeting, the proposal will be adopted if more
shares are cast for the proposal than are cast against the
proposal. Abstentions and broker non-votes will be treated
as shares present and not voting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Company's outstanding voting securities at the
close of business on June 2, 1995 consisted of 20,267,497
shares of common stock, without par value (Common Stock),
each of which is entitled to one vote on all matters to be
presented at the meeting. Only shareholders of record at the
close of business on June 2, 1995 are entitled to notice of
and to vote at the meeting or any adjournment thereof. The
Common Stock does not have cumulative voting rights.
The following table shows information about each
person known to the Company to be the beneficial owner of
more than five percent of the Company's outstanding Common
Stock on May 1, 1995.
Name and Address of Number of Percent of
Beneficial Owner Shares Owned Outstanding Shares
_____________________________________________________________
State Farm Mutual Automobile 1,931,000 (1) 9.6
Insurance Company
One State Farm Plaza
Bloomington, IL 61710
The Prudential Insurance 1,861,317 (1) 9.2
Company of America
751 Broad Street
Newark, NJ 07102-3777
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<PAGE>
Edward H. Cooley 1,137,014 (2) 5.6
4600 S.E. Harney Drive
Portland, OR 97206-0898
Wellington Management Company 1,049,705 (1) 5.2
75 State Street
Boston, MA 02109
[FN]
__________
(1) Based on information contained in a Form 13G filed by
the shareholder.
(2) Includes 46,550 shares owned by Mrs. Cooley as of May 1,
1995, as to which Mr. Cooley disclaims beneficial ownership.
BOARD COMPENSATION, ATTENDANCE AND COMMITTEES
In fiscal 1995, the Company's Board of Directors
met in person four times, and once telephonically. The
Company's directors, other than full-time employees, were
paid $15,000 per year plus $1,500 for each Board meeting
attended in person, $750 for each telephonic board meeting
attended after February 1, 1995, and $750 for each committee
meeting attended in person. Nonemployee directors are also
eligible to receive a per diem of up to $1,000 in the event
the director is requested to perform additional service
beyond that normally expected of directors. Mr. Rothmeier
received a $750 per diem payment in fiscal 1995. Each
director attended at least 75 percent of the aggregate number
of meetings of the Board of Directors and the committees of
which he was a member, except Mr. Stonecipher, who attended
60 percent of the meetings held prior to his resignation in
January, 1995.
Any director who is not an employee of the Company
and has not, within two years, been an employee of the
Company (Nonemployee Director) is eligible to receive options
under the 1987 Nonemployee Directors' Option Plan (Directors'
Plan). The option price for all options granted under the
Directors' Plan is the fair market value of the Common Stock
on the date the option is granted. On the date of each
annual meeting of shareholders, each new Nonemployee Director
is automatically granted an option to purchase 1,000 shares
of Common Stock at the time of his or her initial election to
the Board. Each Nonemployee Director who is re-elected at
such meeting or who continues in office, serving a term for
which such director was previously elected, is also
automatically granted an option to purchase 1,000 shares of
Common Stock. On the date of the 1994 Annual Meeting of
Shareholders, Messrs. Frisbee, Hill, Pierce, Sangrey,
Rothmeier and Stonecipher each were automatically granted an
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<PAGE>
option for 1,000 shares of Common Stock at an exercise price
of $37.00 per share, before adjustment for the subsequent 3:2
stock split. All options have a 10-year term from the date
of grant. Each option becomes exercisable for 25 percent of
the number of shares covered by the option at the end of each
of the first four years of the option term. Options may be
exercised only while the optionee is a director of the
Company, within one month after the date the optionee
terminates service as a director or within one year after the
optionee's death, disability or retirement under the
Company's policy requiring retirement of directors. Options
become fully exercisable upon normal retirement or in the
event a director resigns or is removed within 12 months of a
change in control of the Company. Mr. Stonecipher also
received 2,000 shares of common stock in consideration of his
service as Chairman, before adjustment for the subsequent
3-for-2 stock split.
The Board of Directors has five standing
committees. The Compensation Committee makes recommendations
to the Board of Directors concerning officers' compensation
and the granting of stock options. See "Report of the
Compensation Committee on Executive Compensation" above. Its
members are Messrs. Frisbee and Rothmeier. The Nominating
Committee makes recommendations to the Board of Directors
concerning nominees to the Board of Directors. Its members
are Messrs. Cooley, McCormick, Pierce, Rothmeier and Sangrey.
The Executive Committee has authority to exercise the power
of the Board of Directors, with certain exceptions, between
meetings of the Board of Directors. Its members are
Messrs. Cooley, Frisbee, Hill and McCormick. The Audit
Committee meets with management, internal auditors and the
Company's independent public accountants, who have access to
the Audit Committee with and without the presence of
management representatives. The Audit Committee is composed
of Messrs. Hill, Pierce, Rothmeier and Sangrey. The
Environmental Committee meets quarterly with the Company's
Environmental Affairs Manager to monitor and advise on
environmental matters concerning the Company. The
Environmental Committee is composed of Messrs. Marvin and
Sangrey. The Compensation Committee met three times separate
from Board meetings, the Audit Committee met two times and
the Environmental Committee met four times in fiscal 1995.
The Nominating Committee and the Executive Committee did not
hold meetings separate from Board meetings in fiscal 1995.
Shareholders who wish to submit names to the Nominating
Committee for consideration should do so in writing between
May 24, 1996 and June 18, 1996, addressed to the Nominating
Committee, c/o Corporate Secretary, Precision Castparts
Corp., 4600 S.E. Harney Drive, Portland, Oregon 97206-0898,
setting forth (a) as to each nominee whom the shareholder
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<PAGE>
proposes to nominate for election or reelection as a
director, (i) the name, age, business address and residence
address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of
shares of capital stock of the Company beneficially owned by
the nominee and (iv) any other information concerning the
nominee that would be required, under the rules of the
Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominee; and
(b) as to the shareholder giving the notice, (i) the name and
record address of the shareholder and (ii) the class and
number of shares of capital stock of the Company beneficially
owned by the shareholder.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of
1934 requires the Company's executive officers and directors,
and persons who own more than 10 percent of the Company's
Common Stock, to file initial reports of ownership and
reports of changes in ownership of Common Stock of the
Company with the Securities and Exchange Commission. To the
Company's knowledge, based solely on reports and other
information submitted by executive officers and directors,
the Company believes that during the year ended April 2,
1995, each of its executive officers, directors and persons
who own more than 10 percent of the Company's Common Stock,
none being known, complied with all applicable Section 16(a)
filing requirements.
ANNUAL REPORT
The Company's Annual Report for the fiscal year
ended April 2, 1995 is transmitted herewith.
METHOD AND COST OF SOLICITATION
The cost of solicitation of proxies will be paid by
the Company. In addition to solicitation by mail, employees
of the Company may request the return of proxies personally
or by telephone. The Company has also engaged Morrow & Co. to
assist in the solicitation of proxies, at a cost of $5,000.
The Company will, on request, reimburse brokers and other
persons holding shares for the benefit of others for their
expenses in forwarding proxies and accompanying material and
in obtaining authorization from beneficial owners of the
Company's Common Stock to execute proxies.
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<PAGE>
OTHER BUSINESS/DISCRETIONARY AUTHORITY
The Board of Directors does not intend to present
any business for action at the meeting other than the
election of directors and the proposals set forth herein, nor
does it have knowledge of any matters that may be presented
by others. If any other matter properly comes before the
meeting, the persons named in the accompanying form of proxy
intend to vote in accordance with the recommendations of the
Board of Directors.
SHAREHOLDER PROPOSALS
A shareholder proposal to be considered for
inclusion in proxy material for the Company's 1996 Annual
Meeting of Shareholders must be received at the principal
executive offices of the Company not later than March 3,
1996.
Whether or not you expect to be present at the
meeting, please sign the accompanying form of proxy and
return it in the enclosed stamped, return envelope.
Roy M. Marvin
Secretary
Portland, Oregon
June 29, 1995
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