PRECISION CASTPARTS CORP
SC 14D1/A, 1999-10-01
IRON & STEEL FOUNDRIES
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


AMENDMENT NO. 7 TO
SCHEDULE 14D-1

Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934

WYMAN-GORDON COMPANY
(Name of Subject Company)

WGC ACQUISITION CORP.

PRECISION CASTPARTS CORP.
(Bidders)

Common Stock, $1.00 par value
(Title of Class of Securities)

983085 10 1
(CUSIP Number of Common Stock)

William D. Larsson
Vice President and Chief Financial Officer
Precision Castparts Corp.
4650 SW Macadam Avenue, Suite 440
Portland, Oregon 97201
(503) 417-4800


(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)

Copy to:

Ruth A. Beyer
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 294-9332



<PAGE>2

This Amendment No. 7 to Schedule 14D-1 further amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on May 21, 1999 by WGC Acquisition Corp., a Massachusetts corporation (the " Purchaser"), and Precision Castparts Corp., an Oregon corporation and the sole shareholder of the Purchaser ("PCC"), relating to the offer by the Purchaser to purchase all outstanding shares of common stock, $1.00 par value per share (collectively, the "Shares"), of Wyman-Gordon Company, a Massachusetts corporation (the "Company"), at a purchase price of $20.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer").

Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Schedule 14D-1.

Item 10.     Additional Information.

The information set forth in Item 10(b), (c) and (f) is hereby amended by adding thereto the following:

On October 1, 1999, PCC and the Company announced that the expiration date of the Offer (which was scheduled to expire at midnight, New York City time, on Friday, October 1, 1999) has been extended until midnight, New York City time, on Monday, November 1, 1999; provided, however, that if PCC, the Company and the FTC reach agreement on the terms of the proposed consent order discussed below prior to October 18, 1999, the expiration date of the tender offer will be the date which is ten business days immediately following the public record date of such agreement. As previously announced, the FTC staff has indicated to PCC that it will recommend to the FTC that the proposed acquisition be permitted to proceed if PCC and the Company agree to a consent order pursuant to which PCC and the Company would divest certain of the Company's investment casting operations and reach agreement with one or more buyers to sell a portion of the assets to be divested prior to PCC's acquisition of the Company. PCC and the Company are making good progress in their efforts to sell the assets that are required to be divested. PCC and the Company are also continuing to negotiate the terms of an agreement with the FTC with respect to the assets to be divested. There can be no assurance that PCC and the Company will reach final agreement with a buyer for the assets the FTC staff has requested to be divested or that the FTC will find the potential buyer or buyers suitable. The press release of PCC and the Company, dated October 1, 1999, extending the Offer is incorporated herein by reference to Exhibit (a)(15) to the Schedule 14D-1.

Item 11.     Material to be Filed as Exhibits.

(a)(15)     Press Release dated October 1, 1999.

<PAGE>3

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: October 1, 1999

WGC ACQUISITION CORP.
 
By WILLIAM D. LARSSON
Name: William D. Larsson
Title: Vice President










PRECISION CASTPARTS CORP.
 
By WILLIAM D. LARSSON
Name: William D.Larsson
Title: Vice President and Chief Financial Officer










<PAGE>4

INDEX TO EXHIBITS

EXHIBIT
NUMBER

EXHIBIT
(a)(1)* Offer to Purchase, dated May 21, 1999.
(a)(2)* Letter of Transmittal.
(a)(3)* IRS Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(4)* Form of Summary Advertisement, dated May 21, 1999.
(a)(5)* Form of Notice of Guaranteed Delivery.
(a)(6)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(7)* Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
(a)(8)* Press Release, dated May 17, 1999.
(a)(9)* Press Release, dated June 17, 1999.
(a)(10)* Press Release, dated July 13, 1999.
(a)(11)* Press Release, dated July 30, 1999.
(a)(12)* Press Release, dated August 9, 1999.
(a)(13)* Press Release, dated August 20, 1999.
(a)(14)* Press Release, dated September 8, 1999.
(a)(15)   Press Release, dated October 1, 1999.
(b)* Commitment Letter dated as of May 14, 1999 among PCC, Bank of America National Trust and Savings Association and Banc of America Securities LLC (formerly known as Nationsbanc Montgomery Securities LLC).
(c)(1)* Agreement and Plan of Merger, dated May 17, 1999, among the Purchaser, PCC and the Company.
(c)(2)* Confidentiality and Standstill Agreement, dated March 26, 1999, between PCC and the Company.
(d) Not applicable.
(e) Not applicable.
(f) The Offer to Purchase and the Letter of Transmittal are incorporated herein by reference.

_____________

*     Previously filed




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