-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2Rv14lw11hQ2nTNE2pNLNkYVmJ8xU7Sq96y1/5JclSCzQOPzbZWuZN9GziNEH7p MVITFtlHTUSM2RA7wCkrgg== 0000108703-97-000004.txt : 19970811 0000108703-97-000004.hdr.sgml : 19970811 ACCESSION NUMBER: 0000108703-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Other events FILED AS OF DATE: 19970414 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYMAN GORDON CO CENTRAL INDEX KEY: 0000108703 STANDARD INDUSTRIAL CLASSIFICATION: 3460 IRS NUMBER: 041992780 STATE OF INCORPORATION: MA FISCAL YEAR END: 0528 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03085 FILM NUMBER: 97579566 BUSINESS ADDRESS: STREET 1: 244 WORCHESTER ST STREET 2: BOX 8001 CITY: NORTH GRAFTON STATE: MA ZIP: 01536 BUSINESS PHONE: 5088394441 8-K 1 WYMAN-GORDON FORM 8-K 12/31/96 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 1996 COMMISSION FILE NUMBER 0-3085 WYMAN-GORDON COMPANY (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-1992780 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 244 WORCESTER STREET, BOX 8001, NO. GRAFTON, MASSACHUSETTS 01536-8001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 508-839-4441 1 of 7 2 ITEM 5. OTHER EVENTS Pursuant to the Underwriting Agreement dated December 14, 1995 between Wyman-Gordon Company (the "Company"), Cooper Industries, Inc. ("Cooper"), Salomon Brothers Inc., Merrill Lynch & Co., and Schroder Wertheim & Co., Incorporated related to the sale by Cooper of 15,000,000 DECS (Debt Exchangeable for Common Stock) (6% Exchangeable Notes Due January 1, 1999; subject to exchange into shares of the Company's Common Stock, $1.00 par value, (the "DECS")), the Company agreed to make generally available to its securityholders an earnings statement covering a period of at least twelve months after the effective date of the Registration Statement pertaining to such sale of the DECS which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 (the "Act") and Rule 158 under the Act. In accordance with Section 11(a) and Rule 158 of the Act, the Company has included in this Form 8-K an unaudited Statement of Operations for the twelve months ended December 31, 1996. -2- 3 WYMAN-GORDON COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
TWELVE MONTHS ENDED DECEMBER 31, 1996 (000's omitted, except per share data) Revenue $550,007 Less: Cost of goods sold 470,440 Selling, general and administrative expenses 40,840 Other charges 17,596 528,876 Income from operations 21,131 Other (income) deductions: Interest expense 10,869 Miscellaneous, net (3,955) 6,914 Income before income taxes 14,217 Provision (credit) for income taxes (19,680) Net income $ 33,897 Net income per share $ .93 Shares used to compute net income per share 36,542
The accompanying notes to the consolidated condensed Statement of Operations is an integral part of this Statement of Operations. -3- 4 WYMAN-GORDON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED DECEMBER 31, 1996 (UNAUDITED) NOTE A - BASIS OF PRESENTATION In the opinion of the Company, the accompanying unaudited Consolidated Condensed Statement of Operations contains all adjustments necessary to present fairly its results of operations for the twelve months ended December 31, 1996. All such adjustments are of a normal recurring nature. The Company's fiscal year ends on May 31. The accompanying unaudited Consolidated Condensed Statement of Operations has been prepared in accordance with Article 10 of Securities and Exchange Commission Regulation S-X and, therefore, does not include all information and footnotes necessary for a fair presentation of the results of operations in conformity with generally accepted accounting principles. In conjunction with its May 31, 1996 Annual Report on Form 10-K, the Company filed audited consolidated financial statements which included all information and footnotes necessary for a fair presentation of its financial position at May 31, 1996 and 1995 and its results of operations and cash flows for the years ended May 31, 1996 and 1995, the five months ended May 31, 1994 and the year ended December 31, 1993 in conformity with generally accepted accounting principles. NOTE B - ADOPTION OF RECENT ACCOUNTING STANDARDS Effective June 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121"). SFAS 121 prescribes the accounting for the impairment of long-lived assets that are to be held and used in the business and similar assets to be disposed of. The adoption has not had a material effect on earnings or the financial position of the Company. NOTE C - COST OF GOODS SOLD LIFO inventory credits to cost of goods sold in the twelve months ended December 31, 1996 were $4,922,000. An actual valuation of inventory under the LIFO method can be made only at the end of each fiscal year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many forces beyond management's control, interim results are subject to the final fiscal year-end LIFO inventory valuation. -4- 5 WYMAN-GORDON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED DECEMBER 31, 1996 (Continued) (UNAUDITED) NOTE D - COMMITMENTS AND CONTINGENCIES At December 31, 1996, certain lawsuits arising in the normal course of business were pending. The Company denies all material allegations of these complaints. In the opinion of management, the outcome of legal matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity. The Company is subject to extensive, stringent and changing federal, state and local environmental laws and regulations, including those regulating the use, handling, storage, discharge and disposal of hazardous substances and the remediation of alleged environmental contamination. Accordingly, the Company is involved from time to time in administrative and judicial inquiries and proceedings regarding environmental matters. Nevertheless, the Company believes that compliance with these laws and regulations will not have a material adverse effect on the Company's operations as a whole. The Company had foreign exchange contracts totaling approximately $23,197,000 at December 31, 1996. These contracts hedge certain normal operating purchase and sales transactions. The exchange contracts generally mature within six months and require the Company to exchange U.K. pounds for non-U.K. currencies or non-U.K. currencies for U.K. pounds. Transaction gains and losses included in the Consolidated Condensed Statements of Operations for the twelve months ended December 31, 1996 were not material. In December 1996, the Company's Houston Plant experienced an explosion. The incident occurred while a work crew was performing maintenance and caused eight fatalities and injuries to two other employees. The explosion is currently under investigation by OSHA. A parallel investigation by the Company is also currently being performed. The explosion and investigation has interrupted the use of the 35,000 ton vertical extrusion press. The principal product lines affected are extrusions, for both pipe and powder metal processing, and large closed die forgings. The production from that press represents approximately 10% of total Company revenues. The blast damage appears to be localized, but at this time the Company does not have sufficient knowledge to estimate how long the extrusion press will be incapacitated. The Company is working with its customers to reschedule deliveries or to supply them from other Wyman-Gordon plants. Employees have returned to work in other parts of the Houston plant, including in the machine shop and at the turbine die forge area. The effect of the incident on the Company's financial statements is currently being determined by Management. -5- 6 WYMAN-GORDON COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED DECEMBER 31, 1996 (Continued) (UNAUDITED) NOTE E - INCOME TAX REFUND In the twelve months ended December 31, 1996, the Company recognized the net benefit of a refund of prior years' income taxes amounting to $19,680,000, plus interest of $3,484,000. The refund relates to the carryback of tax net operating losses to tax years 1981, 1984 and 1986 under the provisions of Internal Revenue Code Section 172(f). The amount of net operating losses carried back to such years was approximately $48,500,000. At December 31, 1996, the Company has approximately $38,000,000 of net operating loss carryforwards available to offset future taxable income. NOTE F - OTHER CHARGES In the twelve months ended December 31, 1996, the Company recorded other charges of $17,596,000. Such other charges include $8,000,000 to provide for the costs of workforce reductions at the Company's Grafton, Massachusetts facility and the write-off and disposal of certain equipment. Other charges recorded during the twelve months ended December 31, 1996 also include $2,300,000 to reduce the carrying value of certain assets of the Company's titanium castings operations, $3,455,000 to recognize the Company's 25.0% share of the net losses of its Australian Joint Venture and to reduce the carrying value of such joint venture, $250,000 relating to expenditures for an investment in another joint venture and $3,591,000 to reduce the carrying value of the cash surrender value of certain company-owned life insurance policies. NOTE G - STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996 Pursuant to the Underwriting Agreement dated December 14, 1995 between Wyman-Gordon Company (the "Company"), Cooper Industries, Inc. ("Cooper"), Salomon Brothers Inc., Merrill Lynch & Co., and Schroder Wertheim & Co., Incorporated related to the sale by Cooper of 15,000,000 DECS (Debt Exchangeable for Common Stock) (6% Exchangeable Notes Due January 1, 1999; subject to exchange into shares of the Company's Common Stock, $1.00 par value, (the "DECS")), the Company agreed to make generally available to its securityholders an earnings statement covering a period of at least twelve months after the effective date of the Registration Statement pertaining to such sale of the DECS which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 (the "Act") and Rule 158 under the Act. In accordance with Section 11(a) and Rule 158 of the Act, the Company has included in this Form 8-K an unaudited Statement of Operations for the twelve months ended December 31, 1996. -6- 7 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WYMAN-GORDON COMPANY Date: 1/24/97 By: /S/ANDREW C. GENOR 4/14/97 Vice President Chief Financial Officer and Treasurer -7- -----END PRIVACY-ENHANCED MESSAGE-----