-----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, EULb9RTKJjM8/uu4P4OwNdXtbPyUgg3RI+niwAgvn4rcCwMSB36/cOn+sOMa19Q3 yMWasxJNQlwJBj1n4N5N8Q== 0000108703-96-000003.txt : 19960625 0000108703-96-000003.hdr.sgml : 19960625 ACCESSION NUMBER: 0000108703-96-000003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960624 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYMAN GORDON CO CENTRAL INDEX KEY: 0000108703 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 041992780 STATE OF INCORPORATION: MA FISCAL YEAR END: 0528 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03085 FILM NUMBER: 96584606 BUSINESS ADDRESS: STREET 1: 244 WORCHESTER ST STREET 2: BOX 8001 CITY: NORTH GRAFTON STATE: MA ZIP: 01536 BUSINESS PHONE: 5088394441 11-K 1 WYMAN-GORDON FORM 11-K AS OF 12/31/95 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the Fiscal Year ended December 31, 1995 [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the Transition Period from to WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN (Full Title of the Plan) WYMAN-GORDON COMPANY 244 WORCESTER STREET P.O. BOX 8001 NORTH GRAFTON, MASSACHUSETTS 01536-8001 (Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal Executive Offices) 1 of 8 2 ITEM 1. CHANGES IN THE PLAN Wyman-Gordon Company ("the Company") amended and restated the Wyman-Gordon Company Savings/Investment Plan ("the Plan"). The Company issued the Wyman-Gordon Company Savings/Investment Plan, Plan and Trust Agreement, Second Complete Amendment and Restatement December 20, 1994, generally effective April 1, 1992. Pursuant to a stock purchase agreement between Cooper Industries, Inc. and Wyman-Gordon Company, effective May 27, 1994, Wyman- Gordon Forgings, Inc. (WGFI), formerly known as Cameron Forged Products Company, became a subsidiary of Wyman-Gordon Company. Effective as of July 1, 1994, assets from the Cooper Industries, Inc. Savings and Stock Ownership Plan and the Cameron Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees attributable to participants who, prior to May 27, 1994, were employees of Cameron Forged Products Company and who on May 27, 1994 became employees of Wyman-Gordon Forgings, Inc., a subsidiary of the Wyman-Gordon Company, were transferred to this Plan. Effective October 1, 1995, Wyman-Gordon Investment Castings, Inc. adopted the same stock matching policy offered to employees of the Forgings Division. See Item 3. "Contributions Under the Plan" below. ITEM 2. CHANGES IN INVESTMENT POLICY Effective as of July 1, 1994, assets from the Cooper Industries, Inc. Savings and Stock Ownership Plan and the Cameron Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees attributable to participants who, prior to May 27, 1994, were employees of Cameron Forged Products Company and who on May 27, 1994 became employees of WGFI, a subsidiary of the Company, were transferred to this Plan. The assets included Cooper Common Stock and Cooper Preferred Stock which assets are held in the Cooper Common Stock Fund and Cooper Preferred Stock Fund, respectively. A Participant's or Beneficiary's existing investment in the Cooper Common Stock Fund and the Cooper Preferred Stock Fund as of July 1, 1994 and earnings thereon may continue to be invested in such Funds until such time as the Participant or Beneficiary otherwise elects to invest such portion of his or her Accounts or the Administrator directs the liquidation of such Funds. The Cooper Common Stock Fund and the Cooper Preferred Stock Fund are not designated as available for investment by Participants or Beneficiaries, except to the extent a Participant or Beneficiary is permitted to exchange all or a portion of his or her investment in the Cooper Preferred Stock Fund for an equivalent investment in the Cooper Common Stock Fund. During 1995, the Plan expanded its investment options to include the Wells Fargo Bond Index Fund, The AIM Constellation Fund, The Neuberger & Berman Guardian Trust Fund and the Templeton Foreign Fund while eliminating the Stagecoach U.S. Treasury Allocation Fund. -2- 3 ITEM 2. CHANGES IN INVESTMENT POLICY, Continued In addition, the Houston Cameron employees that came into the Plan on May 27, 1994 had a one time option in 1995 to convert their Cameron Preferred Stock that went into a debenture to Cooper Cameron Stock, which is a separate entity from Cooper Industries. During 1994, the Plan expanded its investment options to include five Stagecoach LifePath Funds. ITEM 3. CONTRIBUTIONS UNDER THE PLAN Under the terms of the Plan, any contributions made by, or on behalf, of the Participant of between 2% and 5% of a Participant's annual compensation are matched by Wyman-Gordon Company ("the Company") at its discretion at a rate determined by the Company's Chief Executive Officer. Effective April 1, 1993, the Company changed its contribution policy whereby a stock match program was implemented for employees of the Forgings Division. The Company matches 50% of each Participant's quarterly contributions to the Plan with Wyman- Gordon Company stock. Amounts eligible for the 50% stock match are limited to 5% of the Participant's salary. The employer may change the 50% matching rate or the 5% of considered pay to any other percentages including 0%. The first quarterly match occurred for the quarter beginning April 1, 1993 and ending June 30, 1993. The Wyman-Gordon stock match for the Forgings Division amounted to $803,826 in 1995. Effective October 1, 1995, the Company's wholly-owned subsidiary, Wyman-Gordon Investment Castings, Inc. (WGIC), adopted the stock matching policy of the Forgings Division referred to above. Prior to this date, WGIC matched 25% of each eligible WGIC Participant's pre-tax contributions for the period, provided no WGIC match contributions shall be made based upon a Participant's contribution in excess of 15% of his or her pay. The WGIC total 1995 Wyman-Gordon stock match was $121,996 and the Company match was $106,712 in cash. For employees covered by the Labor Agreement with the United Steelworkers of America, Local 2285, subject to the attainment performance goals for each quarter of the fiscal year, the Company shall make Stock Bonus Contributions on behalf of each Participant. The Stock Bonus Contributions for each period shall be allocated among eligible Participants in an equal dollar amount, up to a maximum of $0.25 for each Hour Worked up to a maximum of 40 Hours Worked per week. The dollar amount shall be determined based on the percentage attainment of the pre-determined published quarterly performance goal. Such amount shall be zero if the percentage attainment of such goal is less than 90% and shall be 90% of the $0.25 (the maximum dollar amount) if the percentage attainment is equal to 90%. For each incremental percentage in excess of 90%, the dollar amount shall increase to a maximum of 100% of the $0.25. -3- 4 ITEM 3. CONTRIBUTIONS UNDER THE PLAN, Continued The Employer shall make each period's Stock Bonus Contribution in cash or in Company Stock. If the Employer elects to make the period's Stock Bonus Contribution in Company Stock, the number of shares of Company Stock to be contributed will be determined by dividing the dollar amount of the Stock Bonus Contribution for the period by the average price of one share of Company Stock during the period. ITEM 4. PARTICIPATING EMPLOYEES At December 31, 1995, 3,721 employees were Participants in the Plan. ITEM 5. ADMINISTRATION OF THE PLAN The Plan is administered jointly by a Plan Committee and a Plan Investment Committee, both of whose members are appointed by the Company's Chief Executive Officer. The Plan Committee is responsible for the promulgation and enforcement of necessary or appropriate rules and regulations for the administration of the Plan, the interpretation of the terms of the Plan, and the resolution of questions relating to an individual's participation in the Plan. At December 31, 1995, the members of the Plan Committee were:
NAME OFFICE OR POSITION ADDRESS Andrew. C. Genor Vice President, Wyman-Gordon Company Chief Financial 244 Worcester Street Officer and Treasurer P.O. Box 8001 North Grafton, MA 01536-8001 G. Lester Robertson Vice President, W-G Forgings, Inc. Human Resources 10825 Telge Road Forgings Division P.O. Box 40456 Houston, TX 77240-0456 Gerard J. Gould Pension & Investor Wyman-Gordon Company Relations Manager 244 Worcester Street P.O. Box 8001 North Grafton, MA 01536-8001 Wallace F. Whitney, Vice President, Wyman-Gordon Company Jr. General Counsel and 244 Worcester Street Clerk P.O. Box 8001 North Grafton, MA 01536-8001
-4- 5 ITEM 6. CUSTODIAN OF INVESTMENTS Wells Fargo Bank N.A., 420 Montgomery Street, San Francisco, California, a Delaware Corporation, is the custodian of the assets held by the Plan. For the year ended December 31, 1995, Wells Fargo Bank N.A. was paid fees of approximately $90,000 for its services, which were paid by the Plan. Wells Fargo's coverage for property of its customers under custody and its agents is provided under the Banker's Professional Liability Insurance which insures the bank and its customers against all risks of loss resulting directly from one or more fraudulent or dishonest acts by an employee acting alone or in collusion with others, committed with the intent to have the employer sustain a pecuniary loss and to profit personally thereby, physical loss of property resulting from burglary, robbery, theft, common law or statutory larceny, mysterious disappearance or damage thereto, while such property is lodged within offices or premises anywhere, or while in transit anywhere in the custody of a messenger. The limit of the coverage for each loss or claim or annual aggregate excess of deductible is $105 million for all Wells Fargo customers. ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES Each Participant is furnished with a quarterly statement summarizing the activity within their investment accounts for the quarter as well as the value of their investment accounts as of the end of the quarter. ITEM 8. INVESTMENT OF FUNDS (a) For the three years ended December 31, 1995, no direct brokerage commissions were paid by the Plan. (b) During the year ended December 31, 1995, neither the Plan nor any Investment Manager for the Plan, pursuant to an agreement or understanding with a broker or otherwise through an internal allocation procedure, directed the Plan's brokerage transactions to a broker or brokers because of research services provided. ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS (a) The Financial Statements of the Plan consisting of the following are filed herewith: (1) Report of Independent Auditors (2) Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 (3) Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995, 1994 and 1993 (4) Supplemental Schedules -5- 6 ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS, (Continued) (b) Exhibits: PAGE (1) The Wyman-Gordon Company Savings/Investment Plan is incorporated by reference to Registration Statement No. 33-26980 on Form S-8. - (2) Agreement establishing the Wyman-Gordon Savings/Investment Trust is incorporated by reference to Registration Statement No. 33-26980 on Form S-8. - (3) Consent of Independent Auditors R-3 -6- 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of Wyman-Gordon Company has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Date 6/24/96 By /S/ANDREW C. GENOR Andrew C. Genor Vice President - Chief Financial Officer and Treasurer -7- 8 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES For the Years Ended December 31, 1995, 1994 and 1993 with Report of Independent Auditors -8- 9
Wyman-Gordon Company Savings/Investment Plan Index to Financial Statements and Supplemental Schedules Pages Report of Independent Auditors R-2 Consent of Independent Auditors R-3 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 R-4/R-4A Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1995, 1994 and 1993 R-5A1/R-5C1 Notes to Financial Statements R-6 Additional Information for Item 30(a) - Supplemental Schedule of Assets Held for Investment Purposes as at December 31, 1995 R-18 Additional Information for Item 30(d) - Supplemental Schedule of Reportable Transactions for the Year Ended December 31, 1995 R-19A/R-19B
R-1 10 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS To The Trustees of Wyman-Gordon Company Savings/Investment Plan We have audited the accompanying statements of net assets available for plan benefits of the Wyman-Gordon Company Savings/ Investment Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Wyman-Gordon Company Savings/Investment Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at December 31, 1995 and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not part of the basic financial statements. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /S/ERNST & YOUNG LLP Ernst & Young LLP Boston, Massachusetts June 3, 1996 R-2 11 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon Company Savings/Investment Plan of our report dated June 3, 1996, with respect to the financial statements and schedules of the Wyman-Gordon Company Savings/Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. /S/ERNST & YOUNG LLP Ernst & Young LLP Boston, Massachusetts June 18, 1996 R-3 12
Wyman-Gordon Company Savings/Investment Plan Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 1995 1994 Invest- 1995 Invest- 1994 ment Fair ment Fair at Cost Value at Cost Value ASSETS Investments, at fair value: Collective Investment Funds: AIM Constellation $ 451,398 $ 451,793 Income Accumulation Fund of Wells Fargo Bank N.A. 18,688,703 18,688,703 $18,644,060 $18,644,060 N&B Guardian Trust 404,560 418,103 - - Stagecoach LifePath 2000 810,996 850,254 736,062 710,998 Stagecoach LifePath 2010 724,841 799,301 580,976 557,322 Stagecoach LifePath 2020 517,004 572,496 301,464 291,298 Stagecoach LifePath 2030 123,039 144,214 96,950 93,911 Stagecoach LifePath 2040 73,533 85,273 57,792 56,489 Templeton Foreign(I) 177,315 174,883 - - Stagecoach Asset Allocation 8,551,662 9,708,700 8,236,243 7,608,252 Stagecoach Bond Index 5,995,467 6,091,149 - - Stagecoach Growth Stock Fund 7,582,492 8,677,639 5,397,280 5,482,552 Stagecoach S&P 500 Fund 9,413,868 11,523,168 8,190,090 7,960,267 Stagecoach U.S. Treasury Allocation - - 6,730,538 6,327,085 58,185,676 47,732,234 Wyman-Gordon Stock Fund 5,886,230 9,359,603 2,525,422 2,742,318 Cooper Common Stock 1,096,638 1,160,824 1,440,005 1,396,805 Cooper Preferred Stock 1,450,944 1,645,385 1,856,733 1,770,543 Cooper Cameron Stock 26,320 54,983 - - Participant Loans 1,717,611 1,443,050 Total assets 72,124,082 55,084,950
R-4 13
Wyman-Gordon Company Savings/Investment Plan Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 (Continued) 1995 1994 Invest- 1995 Invest- 1994 ment Fair ment Fair at Cost Value at Cost Value LIABILITIES Participants' withdrawals and benefits payable - - Net assets available for plan benefits $72,124,082 $55,084,950
The accompanying notes are an integral part of these financial statements. R-4A 14
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 Stage- AIM Income N&B coach Constel- Accumu- Guardian LifePath lation lation Trust 2000 ADDITIONS Contributions: Employee $ 59,897 $ 1,330,346 $ 41,360 $ 98,547 Employer 351 183,619 879 - Rollovers - - - - 60,248 1,513,965 42,239 98,547 Interest 14,232 1,256,710 6,809 41,639 Net appreciation in fair market value of investments 35,554 - 36,256 70,925 Total Additions 110,034 2,770,675 85,304 211,111 DEDUCTIONS Participants' withdrawals (448) (2,403,422) - 1,872 Plan administrative expenses (421) (18,317) (261) (264) Net transfers/ adjustments in (out) 342,628 (304,293) 333,060 (73,463) Total (deductions) additions 341,759 (2,726,032) 332,799 (71,855) Increase (decrease) in net assets available for plan benefits 451,793 44,643 418,103 139,256 Net assets available for plan benefits: Beginning of year - 18,644,060 - 710,998 End of year $ 451,793 $18,688,703 $ 418,103 $ 850,254
The accompanying notes are an integral part of these financial statements. R-5A1 15
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 (Continued) Stage- Stage- Stage- Stage- coach coach coach coach LifePath LifePath LifePath LifePath 2010 2020 2030 2040 ADDITIONS Contributions: Employee $117,207 $ 61,305 $ 25,551 $ 23,704 Employer 22 61 9 10 Rollovers - - - - 117,229 61,366 25,560 23,714 Interest 30,499 19,838 5,665 3,225 Net appreciation in fair market value of investments 101,154 71,265 26,147 14,732 Total Additions 248,882 152,469 57,372 41,671 DEDUCTIONS Participants' withdrawals 8,445 4,151 (9,053) 1,126 Plan administrative expenses (359) (392) (206) (106) Net transfers/ adjustments in (out) (14,989) 124,970 2,190 (13,907) Total (deductions) additions (6,903) 128,729 (7,069) (12,887) Increase (decrease) in net assets available for plan benefits 241,979 281,198 50,303 28,784 Net assets available for plan benefits: Beginning of year 557,322 291,298 93,911 56,489 End of year $799,301 $572,496 $144,214 $ 85,273
The accompanying notes are an integral part of these financial statements. R-5A2 16
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 (Continued) Stage- Stage- Stage- coach coach coach Templeton Asset Bond Growth Foreign(I) Allocation Index Stock ADDITIONS Contributions: Employee $ 19,760 $ 770,875 $ 60,461 $ 991,595 Employer 230 24,103 4,905 29,052 Rollover - - - - 19,990 794,978 65,366 1,020,647 Interest 7,111 329,353 63,152 938,290 Net appreciation in fair market value of investments 306 1,797,583 95,867 1,231,594 Total Additions 27,407 2,921,914 224,385 3,190,531 DEDUCTIONS Participants' withdrawals (108) (786,018) (14,569) (396,969) Plan administrative expenses (84) (6,791) (2,563) (6,721) Net transfers/ adjustments in (out) 147,668 (28,657) 5,883,896 408,246 Total (deductions) additions 147,476 (821,466) 5,866,764 4,556 Increase (decrease) in net assets available for plan benefits 174,883 2,100,448 6,091,149 3,195,087 Net assets available for plan benefits: Beginning of year - 7,608,252 - 5,482,552 End of year $174,883 $9,708,700 $6,091,149 $8,677,639
The accompanying notes are an integral part of these financial statements. R-5A3 17
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 (Continued) Stage- Stage- coach Cooper coach Treasury Common Cooper S&P 500 Allocation Stock Preferred ADDITIONS Contributions: Employee $ 1,131,323 $ 344,520 $ - $ - Employer 93,233 37,844 - - Rollover 680,559 - 23,110 25,025 1,905,115 382,364 23,110 25,025 Interest 391,722 289,893 - - Net appreciation in fair market value of investments 2,561,920 458,128 139,048 321,058 Total Additions 4,858,757 1,130,385 162,158 346,083 DEDUCTIONS Participants' withdrawals (535,938) (426,184) (61,723) (55,134) Plan administrative expenses (37,089) (2,465) (21) (849) Net transfers/ adjustments in (out) (722,829) (7,028,821) (336,395) (415,258) Total (deductions) additions (1,295,856) (7,457,470) (398,139) (471,241) Increase (decrease) in net assets available for plan benefits 3,562,901 (6,327,085) (235,981) (125,158) Net assets available for plan benefits: Beginning of year 7,960,267 6,327,085 1,396,805 1,770,543 End of year $11,523,168 $ - $1,160,824 $1,645,385
The accompanying notes are an integral part of these financial statements. R-5A4 18
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1995 (Continued) Cooper Cameron W-G Stock Stock Fund Loans Total ADDITIONS Contributions: Employee $ - $ 445,032 $ - $ 5,521,483 Employer - 925,822 - 1,300,140 Rollover - 150,485 18,198 897,377 - 1,521,339 18,198 7,719,000 Interest - - 150,171 3,548,309 Net appreciation in fair market value of investments 34,787 3,997,828 - 10,994,152 Total Additions 34,787 5,519,167 168,369 22,261,461 DEDUCTIONS Participants' withdrawals (2,351) (377,831) (78,434) (5,132,588) Plan administrative expenses - (12,832) - (89,741) Net transfers/ adjustments in (out) 22,547 1,488,781 184,626 - Total (deductions) additions 20,196 1,098,118 106,192 (5,222,329) Increase (decrease) in net assets available for plan benefits 54,983 6,617,285 274,561 17,039,132 Net assets available for plan benefits: Beginning of year - 2,742,318 1,443,050 55,084,950 End of year $ 54,983 $9,359,603 $1,717,611 $72,124,082
The accompanying notes are an integral part of these financial statements. R-5A5 19
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1994 Stage- Stage- Stage- coach coach coach Income LifePath LifePath LifePath Accumulation 2000 2010 2020 ADDITIONS Contributions: Employee $ 809,668 $ 67,337 $ 38,523 $ 28,610 Employer 101,776 - - - Rollovers 5,413,418 - - - 6,324,862 67,337 38,523 28,610 Interest 495,137 14,449 13,685 5,720 Net appreciation (depreciation) in fair market value of investments - (27,001) (25,822) (12,804) Total Additions 6,819,999 54,785 26,386 21,526 DEDUCTIONS Participants' withdrawals (1,137,465) (11,238) (18) (440) Plan administrative expenses (12,689) (253) (188) (256) Net transfers/ adjustments in (out) 6,096,519 667,704 531,142 270,468 Total (deductions) additions 4,946,365 656,213 530,936 269,772 Increase (decrease) in net assets available for plan benefits 11,766,364 710,998 557,322 291,298 Net assets available for plan benefits: Beginning of year 6,877,696 - - - End of year $18,644,060 $ 710,998 $ 557,322 $ 291,298
The accompanying notes are an integral part of these financial statements. R-5B1 20
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1994 (Continued) Stage- Stage- Stage- Stage- coach coach coach coach LifePath LifePath Asset Growth 2030 2040 Allocation Stock ADDITIONS Contributions: Employee $ 12,471 $ 8,015 $ 804,846 $ 715,368 Employer - - 29,641 28,950 Rollovers - - - - 12,471 8,015 834,487 744,318 Interest 1,440 558 424,235 35,584 Net appreciation (depreciation) in fair market value of investments (3,933) (2,919) (721,805) 91,776 Total Additions 9,978 5,654 536,917 871,678 DEDUCTIONS Participants' withdrawals - (32) (879,679) (281,156) Plan administrative expenses (116) (66) (8,965) (7,430) Net transfers/ adjustments in (out) 84,049 50,933 (1,231,341) 1,353,161 Total (deductions) additions 83,933 50,835 (2,119,985) 1,064,575 Increase (decrease) in net assets available for plan benefits 93,911 56,489 (1,583,068) 1,936,253 Net assets available for plan benefits: Beginning of year - - 9,191,320 3,546,299 End of year $ 93,911 $ 56,489 $7,608,252 $5,482,552
The accompanying notes are an integral part of these financial statements. R-5B2 21
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1994 (Continued) Stage- Stage- coach Cooper Cameron coach Treasury Common Forged S&P 500 Allocation Stock Equity ADDITIONS Contributions: Employee $ 800,142 $ 408,998 $ - $ - Employer 63,175 38,829 - - Rollover - 10,236,415 1,512,038 5,510,596 863,317 10,684,242 1,512,038 5,510,596 Interest 282,327 371,361 - - Net appreciation (depreciation) in fair market value of investments (276,891) (548,233) (23,960) 101,705 Total Additions 868,753 10,507,370 1,488,078 5,612,301 DEDUCTIONS Participants' withdrawals (466,465) (199,791) (13,894) (28,119) Plan administrative expenses (8,801) (5,704) - - Net transfers/ adjustments in (out) 4,763,579 (7,511,186) (77,379) (5,584,182) Total (deductions) additions 4,288,313 (7,716,681) (91,273) (5,612,301) Increase (decrease) in net assets available for plan benefits 5,157,066 2,790,689 1,396,805 - Net assets available for plan benefits: Beginning of year 2,803,201 3,536,396 - - End of year $7,960,267 $ 6,327,085 $1,396,805 $ -
The accompanying notes are an integral part of these financial statements. R-5B3 22
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1994 (Continued) Cooper W-G Preferred Stock Fund Loans Total ADDITIONS Contributions: Employee $ - $ 204,216 $ - $ 3,898,194 Employer - 637,779 - 900,150 Rollover 2,116,152 - 767,010 25,555,629 2,116,152 841,995 767,010 30,353,973 Interest - - 82,099 1,726,595 Net appreciation (depreciation) in fair market value of investments (42,635) 311,569 - (1,180,953) Total Additions 2,073,517 1,153,564 849,109 30,899,615 DEDUCTIONS Participants' withdrawals (61,340) (47,343) (59,513) (3,186,493) Plan administrative expenses (403) (2,793) - (47,664) Net transfers/ adjustments in (out) (241,231) 701,987 125,777 - Total (deductions) additions (302,974) 651,851 66,264 (3,234,157) Increase (decrease) in net assets available for plan benefits 1,770,543 1,805,415 915,373 27,665,458 Net assets available for plan benefits: Beginning of year - 936,903 527,677 27,419,492 End of year $1,770,543 $2,742,318 $1,443,050 $55,084,950
The accompanying notes are an integral part of these financial statements. R-5B4 23
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993 U.S. Asset Growth S&P 500 Treasury Allocation Stock Stock Allocation Fund Fund Fund Fund ADDITIONS Contributions: Employee $ 716,590 $ 468,311 $ 400,918 $ 273,848 Employer 32,771 28,481 25,221 17,430 749,361 496,792 426,139 291,278 Net appreciation in fair market value of investments 1,107,163 301,819 194,806 453,011 Total Additions 1,856,524 798,611 620,945 744,289 DEDUCTIONS Participants' withdrawals (329,325) (67,967) (154,542) (70,430) Plan administrative expenses (4,719) (2,535) (2,366) (1,730) Net transfers/ adjustments in (out) (8,418,106) (3,013,458) (2,668,193) (2,861,572) Total (deductions) additions (8,752,150) (3,083,960) (2,825,101) (2,933,732) Increase (decrease) in net assets available for plan benefits (6,895,626) (2,285,349) (2,204,156) (2,189,443) Net assets available for plan benefits: Beginning of year 6,895,626 2,285,349 2,204,156 2,189,443 End of year $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements. R-5C1 24
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993 (Continued) Income Accumu- Wellsfunds Wellsfunds lation Asset Growth Wellsfunds Fund Allocation Stock S&P 500 ADDITIONS Contributions: Employee $ 465,374 $ 220,766 $ 146,954 $ 124,334 Employer 12,722 3,508 2,935 3,198 478,096 224,274 149,889 127,532 Interest 380,317 154,026 100,831 18,975 Net appreciation (depreciation) in fair market value of investments - (140,044) (24,531) 25,788 Total Additions 858,413 238,256 226,189 172,295 DEDUCTIONS Participants' withdrawals (1,409,326) (67,963) (69,626) (65,465) Plan administrative expenses (7,022) (1,400) (871) (742) Net transfers/ adjustments in (out) (2,077,179) 9,022,427 3,390,607 2,697,113 Total (deductions) additions (3,493,527) 8,953,064 3,320,110 2,630,906 Increase (decrease) in net assets available for plan benefits (2,635,114) 9,191,320 3,546,299 2,803,201 Net assets available for plan benefits: Beginning of year 9,512,810 - - - End of year $6,877,696 $9,191,320 $3,546,299 $2,803,201
The accompanying notes are an integral part of these financial statements. R-5C2 25
Wyman-Gordon Company Savings/Investment Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993 (Continued) Wellsfunds W-G Treasury Stock Allocation Fund Loans Total ADDITIONS Contributions: Employee $ 93,169 $107,905 $ - $ 3,018,169 Employer 2,753 272,686 - 401,705 95,922 380,591 - 3,419,874 Interest 151,623 - 29,357 835,129 Net appreciation (depreciation) in fair market value of investments (210,649) (71,650) - 1,635,713 Total Additions 36,896 308,941 29,357 5,890,716 DEDUCTIONS Participants' withdrawals (69,738) (29,892) (6,190) (2,340,464) Plan administrative expenses (14,948) (1,094) - (37,427) Net transfers/ adjustments in (out) 3,584,186 111,209 232,966 - Total (deductions) additions 3,499,500 80,223 226,776 (2,377,891) Increase (decrease) in net assets available for plan benefits 3,536,396 389,164 256,133 3,512,825 Net assets available for plan benefits: Beginning of year - 547,739 271,544 23,906,667 End of year $3,536,396 $936,903 $527,677 $27,419,492
The accompanying notes are an integral part of these financial statements. R-5C3 26 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION The Wyman-Gordon Company Savings/Investment Plan ("the Plan") is a single employer defined contribution plan covering certain employees of Wyman-Gordon Company ("the Company"). The Plan was established on January 1, 1981 for the purpose of providing eligible employees with opportunities for (I) convenient and regular personal savings; (II) sharing in contributions by the Company out of its current and accumulated net profits; and (III) supplementing retirement benefits. The Plan is a single-employer contributory Plan which is funded by a trust arrangement with the Wyman-Gordon Savings/Investment Trust (the "Trust"). ELIGIBILITY Wyman-Gordon Company ("the Company") has amended and restated the Wyman-Gordon Company Savings/Investment Plan ("the Plan"). The Company issued the Wyman-Gordon Company Savings/ Investment Plan, Plan and Trust Agreement, Second Complete Amendment and Restatement on December 20, 1994, generally effective April 1, 1992. Pursuant to a stock purchase agreement between Cooper Industries, Inc. and Wyman-Gordon Company, effective May 27, 1994, Wyman-Gordon Forgings, Inc. (WGFI), formerly known as Cameron Forged Products Company, became a subsidiary of the Wyman-Gordon Company. Effective as of July 1, 1994, assets from the Cooper Industries, Inc. Savings and Stock Ownership Plan and the Cameron Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees attributable to participants who, prior to May 27, 1994, were employees of Cameron Forged Products Company and who, on May 27, 1994, became employees of Wyman-Gordon Forgings, Inc., a subsidiary of the Wyman-Gordon Company, were transferred to this Plan. Effective April 1, 1993, the Plan was amended to allow Company employees covered under the Collective Bargaining Agreement to participate in the Plan. Previously, any full- time weekly or monthly employee not covered by a Collective Bargaining Agreement who had been continuously employed by the Company (or a participating subsidiary) for at least six months was eligible to participate in the Plan. FEDERAL INCOME TAXES The Internal Revenue Service (IRS) made a favorable determination in a letter dated December 27, 1995 that the Plan is qualified under Section 401 of the Internal Revenue Code (the "Code"), and accordingly, the Trust thereunder has been determined to be exempt from taxation under provisions of Section 501(a) of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is designed and is currently operated in compliance with the applicable provisions of the IRS. R-6 27 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) EMPLOYEE CONTRIBUTIONS Upon becoming a Participant, an eligible employee may elect to reduce his or her compensation between 1% and 15% and have such amount contributed to the Plan by the employer as a pre-tax contribution. With regard to a participant who is a WGFI hourly employee, 20% is the maximum contribution. The election shall be made in advance as a whole percentage of their compensation. Additionally, an eligible employee may elect to make after-tax contributions to the Plan subject to the percentage limitations discussed above. In addition, in no event shall the contributions made by or on behalf of a Participant for a Plan year exceed certain limitations as required by the Employee Retirement Income Security Act of 1974 (ERISA). The Internal Revenue Code also includes provisions which limit the amount of employer contributions which may be made on behalf of any individual Participant. COMPANY CONTRIBUTIONS Effective April 1, 1993, the Company changed its contribution policy whereby a stock match program was implemented for employees of the Forgings Division. The Company matches 50% of each Participant's quarterly contributions to the Plan with Wyman-Gordon Company stock. Amounts eligible for the 50% stock match are limited to 5% of the Participant's salary. The employer may change the 50% matching rate or the 5% of considered pay to any other percentages including 0%. The first quarterly match occurred for the quarter beginning April 1, 1993 and ending June 30, 1993. The Wyman-Gordon stock match for the Forgings Division amounted to $803,826, $637,779 and $272,686 in 1995, 1994 and 1993, respectively. Effective October 1, 1995, the Company's wholly-owned subsidiary, Wyman-Gordon Investment Castings, Inc. (WGIC) adopted the stock matching policy of the Forgings Division referred to above. Prior to this date, WGIC matched 25% of each eligible WGIC Participant's pre-tax contributions for the period, provided no WGIC match contributions shall be made based upon a Participant's contribution in excess of 15% of his or her pay. The Company may change the 25% matching rate or the 15% of considered pay to any other percentages including 0%. The maximum dollar match is limited to $270 per Participant for the Plan year. The total WGIC Company match for Plan years 1995, 1994 and 1993 was $106,712, $262,371, $133,948, respectively and the Wyman-Gordon stock match was $121,996 for the Plan year ended 1995. R-7 28 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) COMPANY CONTRIBUTIONS, (Cont.) For employees covered by the Labor Agreement with the United Steelworkers of America, Local 2285, subject to the attainment performance goals for each quarter of the fiscal year, the Company shall make Stock Bonus Contributions on behalf of each Participant. The Stock Bonus Contributions for each period shall be allocated among eligible Participants in an equal dollar amount, up to a maximum of $0.25 for each Hour Worked up to a maximum of 40 Hours Worked per week. The dollar amount shall be determined based on the percentage attainment of the pre- determined published quarterly performance goal. Such amount shall be zero if the percentage attainment of such goal is less than 90% and shall be 90% of the $0.25 (the maximum dollar amount) if the percentage attainment is equal to 90%. For each incremental percentage in excess of 90%, the dollar amount shall increase. The Employer shall make each period's Stock Bonus Contribution in cash or in Company Stock. If the Employer elects to make the period's Stock Bonus Contribution in Company Stock, the number of shares of Company Stock to be contributed will be determined by dividing the dollar amount of the Stock Bonus Contribution for the period by the average price of one share of Company Stock during the period. PARTICIPANT ACCOUNTS Each Participant's account is credited with the Participant's contribution and allocation of the Company's contribution, Plan earnings, and forfeitures of terminated Participants' nonvested accounts. Allocations are based on Participant earnings or account balances, as defined. The benefit to which a Participant is entitled is the benefit that can be provided from the Participant's account. INVESTMENT FUNDS Effective as of July 1, 1994, assets from the Cooper Industries, Inc. Savings and Stock Ownership Plan and the Cameron Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees attributable to participants who prior to May 27, 1994, were employees of Cameron Forged Products Company and who on May 27, 1994 became employees of WGFI, a subsidiary of the Company, were transferred to this Plan. The assets included Cooper Common Stock and Cooper Preferred Stock which are held in the Cooper Common Stock Fund and R-8 29 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) INVESTMENT FUNDS, (Cont.) Cooper Preferred Stock Fund, respectively. A Participant's or Beneficiary's existing investment in the Cooper Common Stock Fund and the Cooper Preferred Stock Fund as of July 1, 1994 and earnings thereon may continue to be invested in such Funds until such time as the Participant or Beneficiaries otherwise elects to invest such portion of his or her Accounts or the Administrator directs the liquidation of such Funds. The Cooper Common Stock Fund and the Cooper Preferred Stock Fund are not designated as available for investment by Participants or Beneficiaries, except to the extent a Participant or Beneficiary is permitted to exchange all or a portion of his or her investment in the Cooper Preferred Stock Fund for an equivalent investment in the Cooper Common Stock Fund. During 1995, the Plan expanded its investment options to include the Wells Fargo Bond Index Fund, the AIM Constellation Fund, the Neuberger & Berman Guardian Trust Fund and the Templeton Foreign Fund while eliminating the U.S. Treasury Allocation Fund. In addition, the Houston Cameron employees that came into the Plan on May 27, 1994 had a one time option in 1995 to convert their Cameron Preferred Stock that went into a debenture to Cooper Cameron Stock, which is a separate entity from Cooper Industries. During 1994, the Company added Stagecoach LifePath Funds to the menu of investment options. LifePath Funds are part of the Stagecoach family of Mutual Funds sponsored and distributed by Stephens, Inc. Member NYSE/SIPC and advised by Wells Fargo Bank. During 1994 Wells Fargo changed the name of its funds from "Wellsfunds" to "Stagecoach." During 1993, the Company converted certain of its investments in Wells Fargo collective trust funds to Wells Fargo mutual funds. Participants in the Plan have the following 17 investment funds available: The Stagecoach Asset Allocation Fund seeks to achieve superior long-term gains at reasonable risk by actively shifting investment among common stocks, U.S. Treasury bonds and money market instruments. The investment strategy of the Asset Allocation Fund focuses on the relative attractiveness of asset classes at given points in time. The Fund uses a computerized portfolio selection model to determine the optimum mix among stocks, bonds and money market instruments. There were 676 Participants in the Stagecoach Asset Allocation Fund at December 31, 1995. R-9 30 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) INVESTMENT FUNDS, (Cont.) The Bond Index Fund seeks to approximate as closely as practicable before fees and expenses the total rate of return of the U.S. market for issued and outstanding U.S. Government and high-grade corporate bonds as measured by the Lehman Brothers Government/Corporate Bond Index (the LB Bond Index). The Fund seeks to achieve its investment objective by investing all of its assets in the Master Series, which has substantially the same investment objective as the Fund. The Master Series seeks to achieve its objective by investing substantially all of its assets in securities included in the LB Bond Index, which is composed of approximately 5,000 issues of fixed-income securities, including U.S. Government securities and investment grade corporate bonds, each with an outstanding market value of at least $25 million and remaining maturity of greater than one year. There were 529 Participants in the Stagecoach Bond Index Fund at December 31, 1995. The Stagecoach S&P 500 Stock Fund seeks to achieve the same total rate of return as the S&P 500 Index. The S&P 500 Stock Fund invests in the same stocks and in substantially the same percentages as the S&P 500 Index. The stocks included in the Fund represent those held by the Index itself and do not reflect subjective options concerning individual companies or industries. There were 850 Participants in the Stagecoach S&P 500 Stock Fund at December 31, 1995. The Income Accumulation Fund invests in a mix of fixed-rate and variable-rate securities with strong credit ratings. The Fund diversifies its investments by limiting its holdings of any one issuer to 10% of the Fund assets at the time of purchase. This limitation does not apply to the U.S. Government or its agencies. Between 25% and 50% of the Fund is held in publicly traded instruments. There were 941 Participants in the Income Accumulation Fund at December 31, 1995. The Stagecoach Growth Stock Fund seeks to provide investors an above average rate of return as measured against the S&P 500 Index and against similar growth stock funds, through the active management of a diversified portfolio of growth oriented common stocks. The Fund will invest primarily in common stocks that are expected to generate above market rates of growth in revenues and earnings. There were 982 Participants in the Stagecoach Growth Stock Fund at December 31, 1995. R-10 31 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) INVESTMENT FUNDS, (Cont.) The AIM Constellation Fund aggressively seeks to increases shareholders' capital by investing principally in common stocks, with emphasis on medium-sized and smaller emerging growth companies. Management of the Fund will be particularly interested in companies that are likely to benefit from new or innovative products, services or processes that should enhance such companies' prospects for future growth in earnings. There were 130 Participants in the AIM Constellation Fund at December 31, 1995. The Neuberger & Berman Guardian Trust is a growth and income fund that emphasizes investments in stocks of established, high-quality companies considered to be undervalued in comparison to stocks to similar companies. There were 87 Participants in the Neuberger & Berman Guardian Trust as of December 31, 1995. The Templeton Foreign Fund - Class I is long-term capital growth, which it seeks to achieve through a flexible policy of investing in stocks and debt obligations of companies and governments outside the United States. There were 59 Participants in the Templeton Foreign Fund - Class I at December 31, 1995. LifePath Funds Each LifePath Fund seeks to provide long-term investors with an asset allocation strategy designed to maximize assets for retirement or for other purposes consistent with the quantitatively measured risk investors, on average, may be willing to accept given their investment time horizon. Specifically: LifePath 2000 Fund is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2000. There were 42 Participants in the LifePath 2000 Fund at December 31, 1995. LifePath 2010 Fund is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2010. There were 72 Participants in the LifePath 2010 Fund at December 31, 1995. LifePath 2020 Fund is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2020. There were 70 Participants in the LifePath 2020 Fund at December 31, 1995. R-11 32 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) INVESTMENT FUNDS, (Cont.) LifePath 2030 Fund is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2030. There were 43 Participants in the LifePath 2030 Fund at December 31, 1995. LifePath 2040 Fund is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2040. There were 25 Participants in the LifePath 2040 Fund at December 31, 1995. The Wyman-Gordon Stock Fund invests in the common stock of Wyman-Gordon Company. Amounts contributed to the Wyman-Gordon Stock Fund may be temporarily invested in other short-term investments pending the purchase of Company stock. This Fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of the Company's common stock. There were 2,031 Participants in the Wyman-Gordon Stock Fund at December 31, 1995. The Cooper Common Stock Fund invests in the common stock of Cooper Industries. Amounts contributed to the Cooper Common Stock Fund may be temporarily invested in other short-term investments pending the purchase of Company stock. This Fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of the Cooper's common stock. There were 220 Participants in the Cooper Common Stock Fund at December 31, 1995. The Cooper Preferred Stock Fund invests in the common stock of Cooper Industries. Amounts contributed to the Cooper Preferred Stock Fund may be temporarily invested in other short-term investments pending the purchase of Company stock. This Fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of the Cooper's Preferred common stock. There were 102 Participants in the Cooper Preferred Stock Fund at December 31, 1995. The Cooper Cameron Common Stock Fund invests in the Common Stock of the Cooper Cameron Corporation ("Cameron"). Amounts contributed to the Cameron Common Stock Fund may be temporarily invested in other short-term investments pending the purchase of Company stock. This Fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of Cameron Common Stock. There were 17 Participants in the Cameron Common Stock Fund at December 31, 1995. R-12 33 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) DISTRIBUTIONS OF BENEFITS A Participant (or his or her beneficiary in the case of his or her death) may elect to have his or her vested account balance paid to them following their termination of employment with the Company, by submitting a completed distribution election form to the Plan Administrator. A Participant who is a WGFI hourly employee shall be paid in the form of a single lump sum. Notwithstanding, if he or she is a WGFI hourly employee at the time he or she is required by law to commence distribution, or anytime thereafter, may instead elect to be paid annually in a lump sum an amount sufficient to comply with Code section 401(a)(9). A Participant, other than a Participant who is a Wyman-Gordon Forgings, Inc. Hourly Employee, may elect to be paid in any of these forms: (a) a single lump sum, or (b) effective January 1, 1993, a portion paid in a lump sum, and the remainder paid later, or (c) periodic installments over a period not to exceed the life expectancy of the Participant and his or her Beneficiary. Distributions shall be made in cash, except to the extent a distribution consists of a repayment of any participant loan and with regard to a single sum payment, except to the extent a Participant elects payment in the form of whole shares of Company Stock, Cooper Common Stock and Cooper Preferred Stock and cash in lieu of fractional shares to the extent invested in the Company Stock Fund, Cooper Common Stock Fund and Cooper Preferred Stock Fund. VESTING A Participant shall be fully vested in these Accounts at all times: Pre-Tax Account After-Tax Account Rollover Account WGIC Match Account Prior Plan Account R-13 34 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) VESTING, (Cont.) A Participant shall also be fully vested in his or her Company Stock Match Account if (1) his or her hire date is on or before April 1, 1993 and he or she was an Employee of the Company on April 1, 1993 or (2) he or she was employed by WGFI, a subsidiary of the Company, on May 27, 1994, and was previously employed by Cameron Forged Products Company. Notwithstanding, prior to the Effective Date, a Participant's Employer Account became vested in accordance with a vesting schedule then in effect. A Participant's entire Account shall become fully vested once he or she has attained his or her Normal Retirement Date as an Employee or upon his or her leaving the Employer due to his or her Disability or death. In addition to the vesting provided above, a Participant's Company Stock Match Account and Employer Matching Account shall become vested in accordance with the following schedules, unless (1) his or her hire date is on or before April 1, 1993 and he or she was an Employee of the Company on April 1, 1993 or (2) he or she was employed by WGFI, a subsidiary of the Company, on May 27, 1994, and was previously employed by Cameron Forged Products Company: COMPANY STOCK MATCH ACCOUNT "VESTING SCHEDULE"
YEARS OF VESTING SERVICE VESTED PERCENTAGE Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100%
EMPLOYER MATCHING ACCOUNT "VESTING SCHEDULE"
YEARS OF VESTING SERVICE VESTED PERCENTAGE Less than 5 0% 5 or more 100%
If this vesting schedule is changed, the vested percentage for each Participant shall not be less than his or her vested percentage determined as of the last day prior to this change, and for any Participant with at least three Years of Vesting Service when the schedule is changed, vesting shall be determined using the more favorable vesting schedule. R-14 35 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) PLAN DESCRIPTION, (Cont.) WITHDRAWALS Withdrawals may only be made in accordance with the terms of the Plan. Hardship withdrawals of tax deferred contributions and related earnings are subject to approval by the Plan Administrator based upon the Participant's financial need and are subject to IRS limitations. Withdrawal of after-tax contributions, rollover account withdrawals, withdrawals for Participants over age 59 1/2 and withdrawals for certain Company contributions are allowed for amounts up to the extent of Participant's account balance with certain restrictions. PLAN TRUSTEE AND CUSTODIAN The Plan's Trustee and Custodian of its funds is Wells Fargo Bank N.A. PARTICIPANT LOANS Participants may borrow, generally, up to the lesser of 50% of their total vested account balance in the Plan or $50,000 less the highest outstanding plan loan balance during the one-year period preceding the date of the new loan. The loans bear interest at market rates and are repaid in regular installments within five years. Early prepayment is allowed. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Plan in preparation of its financial statements. The financial statements are prepared in accordance with generally accepted accounting principles: VALUATION OF INVESTMENTS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Such valuations are generally determined as follows: * Units of Wells Fargo Bank N.A. collective trust funds are valued on the basis of the unit value established for each fund at each valuation date. Valuation of the Funds' units occurs, at a minimum, on a monthly basis. Unit values are determined by dividing the value of the Funds' net assets by the number of units outstanding on the valuation date. R-15 36 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Cont.) VALUATION OF INVESTMENTS, (Cont.) * Stocks and mutual funds traded on security exchanges are valued at closing market prices on the valuation date. SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME Security transactions are accounted for on the trade date. Interest income is accounted for on the daily accrual basis. Dividend income is recorded on the ex-dividend date. The cost of securities sold is computed on an average cost basis. INVESTMENT INCOME Net investment income, as earned, is allocated to Participant accounts and reinvested. The Plan presents, in the Statements of Changes in Net Assets Available for Plan Benefits, net appreciation (depreciation) of the fair market value of investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Income from investments is recorded as earned on an accrual basis. PURCHASES AND REDEMPTIONS OF UNITS The value of participating units, upon admission to or withdrawal from the Funds, is based upon the market value of net assets held as of the valuation date. Upon purchase or redemption of units by a Participant, transaction costs incurred for the related security transactions are borne by that Participant. EXPENSES Account maintenance, transaction fees and expenses and investment fund management and maintenance fees are paid by the Plan and charged to the Participants accounts; all other fees are paid by the Company. RECLASSIFICATIONS Where appropriate, prior year amounts have been reclassified to permit comparison. 3. PLAN LIABILITIES Wells Fargo Bank uses a daily valuation method whereby all account activity and related transactions take place on the same day as the day of record. Therefore, all benefit payments to Participants or Plan expenses are paid from the various funds on a current basis and at December 31, 1995, there were no accrued liabilities for the Plan. R-16 37 Wyman-Gordon Company Savings/Investment Plan NOTES TO FINANCIAL STATEMENTS, (Cont.)
4. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: 1995 1994 Wells Fargo Bank N.A., Stagecoach Asset Allocation Fund (826,272 shares and 804,255 shares) $ 9,708,700 $ 7,608,252 Wells Fargo Bank N.A., Stagecoach Growth Stock Fund (626,092 shares and 488,641 shares) 8,677,639 5,482,552 Wells Fargo Bank N.A., Stagecoach S&P 500 Fund (856,984 shares and 781,393 shares) 11,523,168 7,960,267 Wells Fargo Bank N.A., Stagecoach Bond Index Fund (613,409 shares) 6,091,149 - Wells Fargo Bank N.A., Stagecoach U.S. Treasury Allocation Fund (725,583 shares) - 6,327,085 Wells Fargo Bank N.A., Income Accumulation Fund (1,504,642 shares and 1,600,829 shares) 18,688,703 18,644,060 Wyman-Gordon Stock Fund (451,718 shares) 9,359,603 -
5. OTHER MATTERS During the years ended December 31, 1995 and 1994 there were no loans, fixed income obligations or leases in default or classified as uncollectible by the Plan. R-17 38
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(a) SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS AT DECEMBER 31, 1995 (b) DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, (a) IDENTITY OF ISSUE RATE OF INTEREST, BORROWERS, LESSOR, OR COLLATERAL PAR (d) CURRENT SIMILAR PARTY OR MATURITY VALUE (c) COST VALUE Wells Fargo Bank N.A. 20,071 Shares AIM Constellation Fund $ 451,398 $ 451,793 Wells Fargo Bank N.A. 30,275 Shares Neuberger & Berman Guardian Trust Fund 404,560 418,103 Wells Fargo Bank N.A. 80,062 Shares Stagecoach LifePath 2000 Fund 810,996 850,254 Wells Fargo Bank N.A. 70,735 Shares Stagecoach LifePath 2010 Fund 724,841 799,301 Wells Fargo Bank N.A. 48,806 Shares Stagecoach LifePath 2020 Fund 517,004 572,496 Wells Fargo Bank N.A. 11,948 Shares Stagecoach LifePath 2030 Fund 123,039 144,214 Wells Fargo Bank N.A. 6,860 Shares Stagecoach LifePath 2040 Fund 73,533 85,273 Wells Fargo Bank N.A. 19,050 Shares Templeton Foreign(I) 177,315 174,883 Wells Fargo Bank N.A. 826,272 Shares Stagecoach Asset Allocation Fund 8,551,662 9,708,700 Wells Fargo Bank N.A. 613,409 Shares Stagecoach Bond Index Fund 5,995,467 6,091,149
R-18 39
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(a) SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS AT DECEMBER 31, 1995 (Continued) (b) DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, (a) IDENTITY OF ISSUE RATE OF INTEREST, BORROWERS, LESSOR, OR COLLATERAL PAR (d) CURRENT SIMILAR PARTY OR MATURITY VALUE (c) COST VALUE Wells Fargo Bank N.A. 626,092 Shares Stagecoach Growth Stock Fund 7,582,492 8,677,639 Wells Fargo Bank N.A. 856,984 Shares Stagecoach S&P 500 Fund 9,413,868 11,523,168 Wells Fargo Bank N.A. 1,504,642 Shares Income Accumulation Fund 18,688,703 18,688,703 Wells Fargo Bank N.A. 451,718 Shares Wyman-Gordon Stock Fund 5,886,230 9,359,603 Wells Fargo Bank N.A. 108,691 Shares Cooper Common Stock Fund 1,096,638 1,160,824 Wells Fargo Bank N.A. 144,819 Shares Cooper Preferred Stock Fund 1,450,944 1,645,385 Wells Fargo Bank N.A. 2,632 Shares Cooper Cameron Stock Fund 26,320 54,983 $61,975,010 $70,406,471
R-18A 40
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(d) SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (b)DESCRIPTION OF ASSETS (INCLUDE INTEREST (a)IDENTITY OF RATE AND MATURITY (c)PURCHASE (d)SELLING PARTY INVOLVED IN CASE OF A LOAN) PRICE PRICE SERIES (iii) REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS: Wells Fargo Income Accumulation $5,248,587 $ - Fund (187 Purchases, $ - $6,460,654 172 Sales) Wells Fargo Stagecoach Asset $1,917,061 $ - Allocation Fund $ - $1,614,197 (129 Purchases, 94 Sales) Wells Fargo Stagecoach Bond $6,019,156 $ - Index Fund $ - $ 23,874 (25 Purchases, 9 Sales) Wells Fargo Stagecoach Growth $3,786,446 $ - Stock Fund $ - $1,822,953 (154 Purchases, 82 Sales) Wells Fargo Stagecoach S&P 500 $3,417,094 $ - Fund (232 Purchases, $ - $2,407,913 107 Sales) Wells Fargo Stagecoach U.S. $ 907,551 $ - Treasury Allocation $ - $7,692,763 Fund (133 Purchases, 117 Sales) Wells Fargo Wyman-Gordon Stock $4,606,761 $ - Fund (237 Purchases, $ - $1,987,304 83 Sales)
R-19A 41
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(d) SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued) (h)CURRENT (f)EXPENSE VALUE OF ASSET (e)LEASE INCURRED WITH (g)COST ON TRANSACTION (i)NET GAIN RENTAL TRANSACTION OF ASSET DATE OR (LOSS) SERIES (iii) REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS: $ - $ - $5,248,587 $5,248,587 $ - $ - $ - $6,460,654 $6,460,654 $ - $ - $ - $1,917,061 $1,917,061 $ - $ - $ - $1,601,642 $1,614,197 $ 12,555 $ - $ - $6,019,156 $6,019,156 $ - $ - $ - $ 23,689 $ 23,874 $ 185 $ - $ - $3,786,446 $3,786,446 $ - $ - $ - $1,601,233 $1,822,953 $221,720 $ - $ - $3,417,094 $3,417,094 $ - $ - $ - $2,185,116 $2,407,913 $222,797 $ - $ - $ 907,551 $ 907,551 $ - $ - $ - $7,638,089 $7,692,763 $ 54,674 $ - $ - $4,606,761 $4,606,761 $ - $ - $ - $1,245,953 $1,987,304 $741,351
R-19A-1 42
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(d) SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (b)DESCRIPTION OF ASSETS (INCLUDE INTEREST (a)IDENTITY OF RATE AND MATURITY (c)PURCHASE (d)SELLING PARTY INVOLVED IN CASE OF A LOAN) PRICE PRICE SERIES (i) REPORTABLE TRANSACTIONS - SINGLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS: Wells Fargo Stagecoach Bond $4,227,912 $ - Index Fund (1 Purchase) Wells Fargo Stagecoach U.S. $ - $4,239,677 Treasury Allocation Fund (1 Sale)
R-19B 43
Wyman-Gordon Company Savings/Investment Plan ADDITIONAL INFORMATION FOR ITEM 27(d) SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Continued) (h)CURRENT (f)EXPENSE VALUE OF ASSET (e)LEASE INCURRED WITH (g)COST ON TRANSACTION (i)NET GAIN RENTAL TRANSACTION OF ASSET DATE OR (LOSS) SERIES (i) REPORTABLE TRANSACTIONS - SINGLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS: $ - $ - $4,227,912 $4,227,912 $ - $ - $ - $4,192,064 $4,239,677 $47,613
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