-----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, TblYBOf+L32GXpXpwJ5d+qx6iU+dYVbP4Z/b/HVhnyfsfCgVnBKa60wmvsdZq9tx Y0oPGa612169addrL94yPg== 0000108703-99-000003.txt : 19990412 0000108703-99-000003.hdr.sgml : 19990412 ACCESSION NUMBER: 0000108703-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990409 ITEM INFORMATION: FILED AS OF DATE: 19990409 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: 8-K SEC ACT: SEC FILE NUMBER: 001-14579 FILM NUMBER: 99590987 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 04/09/99 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): April 9, 1999 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 and zip code) Registrant's telephone number, including area code 508-839-4441 1 of 4 2 ITEM 5. OTHER EVENTS Wyman-Gordon Company recorded a pre-tax charge of $13.8 million related to a previously reported industrial accident that occurred on December 22, 1996. This charge is being taken in accordance with generally accepted accounting principles and is due to the following events. On December 22, 1996, a serious industrial accident occurred at the Houston, Texas facility of Wyman-Gordon Forgings, Inc. ("WGFI"), a wholly-owned subsidiary of the Company, in which eight employees were killed and certain other persons were injured. As previously reported, the Company and WGFI have settled the claims of four decedents' families and various other claimants on terms acceptable to the Company and its insurance carriers. Subsequent to the March 23, 1999 earnings release, the Company reached agreement with the families of three additional decedents and an injured employee which represents the major portion of the unsettled claims. Settlement of these claims is subject to the execution of mutually satisfactory releases. The amounts to be paid in settlement of all cases will exceed the Company s available liability insurance for the period covering the December 22, 1996 accident. The Company has recorded this charge in the third quarter of fiscal year 1999 to cover its share of the costs of defending the lawsuits and funding the agreed settlements and its best estimate of future defense and settlement costs. The Company believes that the charge it has recorded will be sufficient to cover such costs and that in the event the Company were required to make payments in excess of such charge, such payments would not be likely to have a material adverse impact on the Company s financial condition or results of operations, although no assurance as to the outcome or impact of the remaining litigation can be given. The charge is reflected in the amended 1999 fiscal year third quarter results. The charge has no effect on the Company's previously reported operating income or net income before special charges for the third quarter, but does increase the reported net loss and the related loss per share by $8.8 million and $.25, respectively. Therefore, the amended net loss for the quarter ended February 28, 1999 is $9.4 million, or a net loss per diluted share of $.26. Similarly, results for the first nine months of fiscal year 1999 have been restated resulting in reported net income of $17.5 million or $.48 per diluted share. At February 28, 1999, the Company's cash balance was $61.6 million and current assets were $330.7 million versus current liabilities of $119.2 million. Wyman-Gordon Company is a leading manufacturer of high quality, technologically advanced forgings, investment castings and composite structures for the commercial transportation, commercial power and defense industries. The Company employs approximately 4,200 and, in its most recent fiscal year ended May 31, 1998, its revenues were $752.9 million. -2- 3 ITEM 5. OTHER EVENTS, Continued This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of assumptions, risk and uncertainties that could cause actual results of the Company to differ materially from those matters expressed in or implied by such forward-looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond the control of the Company and may cause the actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time-to-time in the Company's SEC filings. -3- 4 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: 04/09/99 By: /S/WALLACE F. WHITNEY, JR. Wallace F. Whitney, Jr. Vice President, General Counsel and Clerk -4- -----END PRIVACY-ENHANCED MESSAGE-----