----------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
AMENDMENT NO. 1 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>
This Amendment No. 1 to Schedule 14D-1 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 June 17, 1999, PCC and the Company announced that they had received a
request for additional information from the FTC under the HSR Act in connection
with PCC's pending acquisition of the Company. As a result, the expiration date
of the Offer has been extended to 8:00 p.m., Eastern time, on Friday, July 30,
1999; provided, however, that if the applicable waiting period (and any
extension thereof) under the HSR Act in respect of the Offer expires or is
terminated prior to July 16, 1999, the expiration date of the Offer will be the
date which is ten business days immediately following public disclosure of the
expiration or termination of the waiting period under the HSR Act. The press
release of PCC and the Company dated June 17, 1999 extending the Offer is
incorporated herein by reference to Exhibit (a)(9) to the Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
(a)(9) Press Release dated June 17, 1999.
2
<PAGE>
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: June 17, 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
----------------------------------
3
<PAGE>
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.
(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
PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE
EXTENSION OF OFFER AND REQUEST BY FTC FOR ADDITIONAL INFORMATION
PORTLAND, Oregon, and GRAFTON, Massachusetts - June 17, 1999--Precision
Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced
that they have received a request for additional information from the Federal
Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the "HSR Act") in connection with the previously announced $20.00 per share
cash tender offer by Precision Castparts Corp.'s subsidiary, WGC Acquisition
Corp., for all outstanding shares of common stock of Wyman-Gordon Company. As a
result of the FTC's request, the expiration date of the tender offer has been
extended until 8:00 p.m., Eastern Time, on Friday, July 30, 1999; provided,
however, that if the applicable waiting period (and any extension thereof) under
the HSR Act in respect of the tender offer expires or is terminated prior to
July 16, 1999, the expiration date of the tender offer will be the date which is
ten business days immediately following public disclosure of the expiration or
termination of the waiting period under the HSR Act.
As of the close of business on June 16, 1999, 11,483,479 shares of common stock
of Wyman-Gordon Company had been tendered in the tender offer. This constitutes
approximately 32% of Wyman-Gordon Company's outstanding shares as of the
commencement of the tender offer.
Precision Castparts Corp. is a worldwide manufacturer of complex metal
components and products. Wyman-Gordon Company is a leader in forgings,
investment castings, and composite structures.
Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855
Denis Poirier, Wyman-Gordon Company - 508-839-8224
