As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PRECISION CASTPARTS CORP.
(Exact name of registrant as specified in its charter)
OREGON 93-0460598
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4650 SW Macadam Avenue, Suite 440
Portland, Oregon 97201
(Address of Principal (Zip Code)
Executive Offices)
Precision Castparts Corp.
1998 Employee Stock Purchase Plan
(Full title of plan)
William D. Larsson
Vice President and Chief Financial Officer
Precision Castparts Corp.
4650 SW Macadam Avenue, Suite 440
Portland, OR 97201
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 417-4800
Copy to:
Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 Shares $51.664062 $51,664,062.50 $15,240.90
no par value
- -------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The 1998
Precision Castparts Corp. Employee Stock Purchase Plan establishes a
purchase price based on 85 percent of the fair market value of a share of
Precision Castparts Corp. common stock. Therefore, calculation of the
registration fee for the shares is based on 85 percent of $60.78125,
which was the average of the high and low prices of the Common Stock on
December 19, 1997 as reported in The Wall Street Journal on the New York
Stock Exchange.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by Precision Castparts Corp. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited consolidated financial statements for the Company's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company con
tained in the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Company's Restated Articles of Incorporation (the
"Articles"), authorizes indemnification of current or former directors or
officers of the Registrant to the
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<PAGE>
fullest extent permitted by law. In addition, the Company has entered into
indemnity agreements with certain of its officers and directors. The Bylaws of
the Company require indemnification of officers and directors to the fullest
extent permitted by the Oregon Business Corporation Act (the "Act"). The effects
of the Articles, the Bylaws, the Act, and the indemnity agreements (the
"Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in
the right of the Company) against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred, if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of an action, suit or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as
a matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced
if it is determined that the person did not meet the required standard of
conduct.
The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
Company's Registration Statement on Form 8A/A, filed September 27,
1996 (the "Form 8A/A")).
4.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Form 8A/A).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any
II-3
<PAGE>
increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
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<PAGE>
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on December 19, 1997.
PRECISION CASTPARTS CORP.
By: WILLIAM D. LARSSON
----------------------------------------------
William D. Larsson
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 19, 1997.
Signature Title
---------
WILLIAM D. LARSSON* Vice President and
- ---------------------------------------- Chief Financial Officer
William D. Larsson (Principal Financial Officer)
WILLIAM C. McCORMICK Chairman and
- ---------------------------------------- Chief Executive Officer
William C. McCormick (Principal Executive Officer)
STEVEN C. RIEDEL Director
- ----------------------------------------
Steven C. Riedel
II-5
<PAGE>
PETER R. BRIDENBAUGH Director
- ----------------------------------------
Peter R. Bridenbaugh
DEAN T. DuCRAY Director
- ----------------------------------------
Dean T. DuCray
DON R. GRABER Director
- ----------------------------------------
Don R. Graber
ROY M. MARVIN Director
- ----------------------------------------
Roy M. Marvin
VERNON E. OECHSLE Director
- ----------------------------------------
Vernon E. Oechsle
STEVEN G. ROTHMEIER Director
- ----------------------------------------
Steven G. Rothmeier
*By: WILLIAM D. LARSSON
------------------------------------
William D. Larsson, Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
4.1 Restated Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the
Company's Registration Statement on Form 8A/A, filed September 27,
1996 (the "Form 8A/A")).
4.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Form 8A/A).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
December 19, 1997
Board of Directors
Precision Castparts Corp.
4650 SW Macadam Avenue, Suite 440
Portland, OR 97201
We have acted as counsel for Precision Castparts Corp. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
1,000,000 shares of common stock (the "Shares") of the Company issuable in
connection with the Company's 1998 Employee Stock Purchase Plan (the "Plan"). We
have reviewed the corporate actions of the Company in connection with this
matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plan and in accordance with the resolutions adopted by the Board of Directors of
the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 25, 1997 which appears on page
31 of the 1997 Annual Report to Shareholders of Precision Castparts Corp., which
is incorporated by reference in the Precision Castparts Corp.'s Annual Report on
Form 10-K/A for the year ended March 30, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 31 of such Annual Report on Form 10-K/A.
PRICE WATERHOUSE LLP
Portland, Oregon
December 19, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
WILLIAM D. LARSSON
- -----------------------------------
William D. Larsson
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
WILLIAM C. McCORMICK
- -----------------------------------
William C. McCormick
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
STEVEN C. RIEDEL
- -----------------------------------
Steven C. Riedel
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
PETER R. BRIDENBAUGH
- -----------------------------------
Peter R. Bridenbaugh
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
DEAN T. DuCRAY
- -----------------------------------
Dean T. DuCray
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
DON R. GRABER
- -----------------------------------
Don R. Graber
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
ROY M. MARVIN
- -----------------------------------
Roy M. Marvin
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
VERNON E. OECHSLE
- -----------------------------------
Vernon E. Oechsle
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. 1998 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of PRECISION CASTPARTS CORP. does hereby constitute and appoint WILLIAM
C. MCCORMICK, STEVEN C. RIEDEL AND WILLIAM D. LARSSON, and each of them, his
true and lawful attorney and agent to do any and all acts and things and to
execute in his name (whether on behalf of Precision Castparts Corp. or as an
officer or director of said Company, or otherwise) any and all instruments which
said attorney and agent may deem necessary or advisable in order to enable
Precision Castparts Corp. to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of 1933,
as amended, of shares of Common Stock of Precision Castparts Corp. issuable
pursuant to the 1998 Employee Stock Purchase Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether on
behalf of Precision Castparts Corp. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for amendment
thereto in respect to such Common Stock or any exhibits filed therewith; and to
file the same with the Securities and Exchange Commission; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
DATED: November 5, 1997
STEVEN G. ROTHMEIER
- -----------------------------------
Steven G. Rothmeier
