-----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, JaBgaGqqDaYcP38WcjaVDRClfl2T5J1Pl2LoVnnJaaHMH4LuyxDVvd2Y43X0Auj6 A6NpD5pndJm+A7xVF0TYlQ== 0000893877-99-000412.txt : 19990618 0000893877-99-000412.hdr.sgml : 19990618 ACCESSION NUMBER: 0000893877-99-000412 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990617 GROUP MEMBERS: PRECISION CASTPARTS CORP GROUP MEMBERS: PRECISION CASTPARTS CORP. GROUP MEMBERS: WGC ACQUISITION CORP. SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-10796 FILM NUMBER: 99648200 BUSINESS ADDRESS: STREET 1: 244 WORCHESTER ST STREET 2: BOX 8001 CITY: NORTH GRAFTON STATE: MA ZIP: 01536 BUSINESS PHONE: 5088394441 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION CASTPARTS CORP CENTRAL INDEX KEY: 0000079958 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 930460598 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 4650 SW MACADAM AVE STREET 2: STE 440 CITY: PORTLAND STATE: OR ZIP: 97201-4254 BUSINESS PHONE: 5034174800 MAIL ADDRESS: STREET 1: 4650 SW MACADAM AVE STREET 2: STE 440 CITY: PORTLAND STATE: OR ZIP: 97201-4254 SC 14D1/A 1 SCHEDULE 14D-1, AMENDMENT NO. 1 ---------------------------------------------- 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 ---------------------------------- 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 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 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 EX-99.(A)(9) 2 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----