As filed with the Securities and Exchange Commission on October 9, 1998
Registration No. 333-______
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.
Executive Deferred Compensation 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>
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 Price Fee
- ------------------- ---------- --------- --------- ------------
Deferred Compensation $30,000,000 NA $30,000,000 $8,850.00
Obligations
<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.
-------------------------
The securities registered hereby are deferred compensation obligations of
the Company under the Company's Executive Deferred Compensation Plan (the
"Plan"). These securities represent the contractual obligation of the Company to
pay or distribute when due to participants in the Plan cash with respect to
amounts deferred in accordance with the terms of the Plan. The right of each
participant in the Plan is that of a general, unsecured creditor of the Company.
A participant's interest under the Plan may not be sold, assigned, transferred,
pledged or otherwise encumbered.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
II-1
<PAGE>
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 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)
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<PAGE>
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.
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 PricewaterhouseCoopers 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-3
<PAGE>
(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 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.
II-4
<PAGE>
(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 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 October 2, 1998.
PRECISION CASTPARTS CORP.
By: WILLIAM C. MCCORMICK
-------------------------------------
William C. McCormick
Chairman and Chief Executive 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 October 2, 1998.
Signature Title
--------- -----
WILLIAM D. LARSSON * Vice President and
- ------------------------------- Chief Financial Officer
William D. Larsson (Principal Financial Officer)
SHAWN R. HAGEL * Corporate Controller
- ------------------------------- (Principal Accounting Officer)
Shawn R. Hagel
II-5
<PAGE>
WILLIAM C. McCORMICK Chairman and
- ------------------------------- Chief Executive Officer
William C. McCormick (Principal Executive Officer)
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 C. MCCORMICK
-------------------------------
William C. McCormick, 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 PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
October 8, 1998
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
$30,000,000 in deferred compensation obligations in connection with the
Company's Executive Deferred Compensation 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 deferred compensation obligations have been duly authorized by all
requisite action on the part of the Company and, when issued in accordance with
the terms and conditions of the Plan, will be legally and validly issued and
will represent the binding obligation of the Company to make payments of cash to
the holders thereof in accordance with the terms and conditions of the Plan; and
3. The Plan is intended to qualify as an unfunded plan maintained by the
Company primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees of the Company.
Assuming such
<PAGE>
Board of Directors
Page 2
October 8, 1998
qualification, the Plan is exempt from the participation and vesting, funding,
and fiduciary responsibility requirements of the Employee Retirement Income
Security Act of 1974, as amended, and the provisions of the Plan have been
drafted to comply with this exemption.
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 29, 1998 which appears on page
33 of the 1998 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 for the year ended March 29, 1998. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 33 of such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
October 7, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 20, 1998
WILLIAM D. LARSSON
- -----------------------------
William D. Larsson
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 10, 1998
SHAWN R. HAGEL
- -----------------------------
Shawn R. Hagel
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 25, 1998
WILLIAM C. McCORMICK
- -----------------------------
William C. McCormick
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 24, 1998
DEAN T. DuCRAY
- -----------------------------
Dean T. DuCray
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 21, 1998
DON R. GRABER
- -----------------------------
Don R. Graber
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 17, 1998
ROY M. MARVIN
- -----------------------------
Roy M. Marvin
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 20, 1998
VERNON E. OECHSLE
- -----------------------------
Vernon E. Oechsle
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Precision Castparts Corp. Deferred Compensation 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 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 securities of Precision Castparts Corp. issuable
pursuant to the Deferred Compensation 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: September 20, 1998
STEVEN G. ROTHMEIER
- -----------------------------
Steven G. Rothmeier
