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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 11 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
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This Amendment No. 11 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 6. Interests in Securities of the Subject Company
Item 6 is hereby amended and supplemented by addition of the following
information thereto:
At midnight, New York City time on November 24, 1999, the Offer
expired. A total of 35,744,595 Shares (including Shares tendered by guaranteed
delivery) were tendered and accepted for payment, representing approximately
99% of the Shares outstanding.
Item 10. Additional Information.
Item 10 is hereby amended by adding thereto the following:
On November 25, 1999, PCC and the Company announced the successful
completion of the Offer and PCC's intention to complete the acquisition of the
Company within 60 days. The press release of PCC dated November 25,
1999, is incorporated herein by reference to Exhibit (a)(19) to the Schedule
14D-1.
Item 11. Material to be Filed as Exhibits.
(a)(19) Press Release dated November 25, 1999.
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Signature
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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: November 26, 1999
WGC ACQUISITION CORP.
By WILLIAM D. LARSSON
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Name: William D. Larsson
Title: Vice President
PRECISION CASTPARTS CORP.
By WILLIAM D. LARSSON
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Name: William D. Larsson
Title: Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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(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
(a)(16)* Press Release, dated October 26, 1999
(a)(17)* Press Release, dated November 1, 1999
(a)(18)* Press Release, dated November 9, 1999
(a)(19) Press Release, dated November 25, 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.
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(e) Not applicable.
(f) The Offer to Purchase and the Letter of Transmittal are
incorporated herein by reference.
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* Previously filed
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PRECISION CASTPARTS CORP. ANNOUNCES COMPLETION OF TENDER OFFER FOR WYMAN-GORDON
COMPANY COMMON STOCK
PORTLAND, Oregon, - November 25, 1999 - Precision Castparts Corp. (NYSE:PCP)
today announced that Precision Castparts Corp's subsidiary, WGC Acquisition
Corp, has completed its tender offer for shares of common stock of Wyman-Gordon
Company (NYSE:WYG). Wyman-Gordon Company, headquartered in Grafton,
Massachusetts, is a leader in forgings, investment castings and composite
structures.
Precision Castparts Corp. (PCC) announced the proposed acquisition of
Wyman-Gordon Company on May 17, 1999, and commenced a cash tender offer on May
21, 1999, to purchase all outstanding shares of Wyman-Gordon Company common
stock for $20 per share. The acquisition of Wyman-Gordon Company was subject to
the tender of two-thirds of Wyman-Gordon Company's outstanding shares on a fully
diluted basis. At the expiration of the tender offer on November 24, 1999, 96
percent of Wyman-Gordon Company's outstanding shares on a fully diluted basis
had been tendered (99 percent of the total outstanding shares), and all tendered
shares have been accepted for payment. PCC expects to complete the acquisition
of the remaining 1 percent of the outstanding common stock of Wyman-Gordon
Company after approval of a merger between Wyman-Gordon Company and WGC
Acquisition Corp. by the Wyman-Gordon Company shareholders at a shareholders'
meeting expected to be held within 60 days.
PCC 's acquisition of Wyman-Gordon creates a company that will be a key supplier
of both castings and forgings for aircraft engine components. In addition, the
acquisition will strengthen PCC's position in structural airframe, IGT, energy,
and other industrial markets. Wyman-Gordon's casting businesses will become part
of a new Investment Cast Products segment, which will also include PCC
Structurals and PCC Airfoils, while Wyman-Gordon's forging business will
constitute its own segment, Forged Products. Mark Donegan, formerly president of
PCC Structurals, Inc., has been named president of Wyman-Gordon.
Precision Castparts Corp. is a worldwide manufacturer of complex metal
components and products. PCC is the market leader in manufacturing both large,
complex structural investment castings and airfoil castings used in jet aircraft
engines. In addition, PCC has expanded into the industrial gas turbine, fluid
management, industrial metalworking tools and machines, pulp and paper, advanced
metalforming technologies, tungsten carbide, and other metal products markets.
This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Actual results and events related to
the transaction may differ from those anticipated.
Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855
Denis Poirier, Wyman-Gordon Company - 508-839-8224
