-----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, Pqm/JdvtwucsfvQhyETUQyQJO96+Uaio0/B20vBCmqGzxMCx5rp6nq1+MFRFkvnV nnwX7ZhZkkv/XWMDaE7mRg== 0000912057-99-003141.txt : 19991103 0000912057-99-003141.hdr.sgml : 19991103 ACCESSION NUMBER: 0000912057-99-003141 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991102 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-10796 FILM NUMBER: 99739624 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: 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 14D9/A BUSINESS ADDRESS: STREET 1: 244 WORCHESTER ST STREET 2: BOX 8001 CITY: NORTH GRAFTON STATE: MA ZIP: 01536 BUSINESS PHONE: 5088394441 SC 14D9/A 1 SC 14D9/A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 9 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 WYMAN-GORDON COMPANY (Name of Subject Company) WYMAN-GORDON COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 983085 10 1 ----------------------------------------- (CUSIP Number of Class of Securities) DAVID P. GRUBER CHAIRMAN AND CHIEF EXECUTIVE OFFICER WYMAN-GORDON COMPANY 244 WORCESTER STREET P.O. BOX 8001 NORTH GRAFTON, MASSACHUSETTS 01536-8001 (508) 839-4441 (Name and Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: DAVID F. DIETZ, P.C. JOSEPH L. JOHNSON III, P.C. GOODWIN, PROCTER & HOAR LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 (617) 570-1000 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 9 to Schedule 14D-9 amends the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Wyman-Gordon Company (the "Company") on May 21, 1999 relating to the tender offer by WGC Acquisition Corp., a Massachusetts corporation and wholly owned subsidiary of Precision Castparts Corp., an Oregon corporation ("Parent"), for all of the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of the Company, at a purchase price of $20.00 per Share, net to the seller in cash, without interest thereon, less applicable withholding taxes, if any, and upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 1999 and the related Letter of Transmittal (which together constitute the "Offer"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-9. Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged and all capitalized terms used herein shall have the respective meanings ascribed to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following information: On November 1, 1999, Parent and the Company announced that the expiration date of the Offer (which was scheduled to expire at midnight, New York City time, on Monday, November 1, 1999) has been extended until midnight, New York City time, on Tuesday, November 30, 1999; provided, however, that if the FTC formally approves the Agreement Containing Consent Orders discussed below prior to November 15, 1999, the expiration date of the Offer will be the date which is ten business days immediately following the announcement of such approval. Parent, the Company and the FTC staff have agreed on the terms of an Agreement Containing Consent Orders pursuant to which Parent and the Company would divest the Company's large cast parts operations located in Groton, Connecticut and its titanium casting operations located in Albany, Oregon. The FTC staff has recommended approval of the Agreement Containing Consent Orders by the FTC. There can be no assurances that the FTC will approve the Agreement Containing Consent Orders or as to the timing of any such approval. The press release of Parent and the Company, dated November 1, 1999, extending the Offer is incorporated herein by reference to Exhibit 15 to the Schedule 14D-9. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following information: Exhibit 15 Joint Press Release issued by Wyman-Gordon Company and Precision Castparts Corp. dated November 1, 1999 SIGNATURE After reasonable 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: November 2, 1999 WYMAN-GORDON COMPANY By: /s/ WALLACE F. WHITNEY, JR. ---------------------------------- Name: Wallace F. Whitney, Jr. Title: Vice President EX-15 2 EXHIBIT 15 EXHIBIT 15 PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE EXTENSION OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK PORTLAND, Oregon and GRAFTON, Massachusetts - November 1, 1999 - Precision Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced that the expiration date of the previously announced $20.00 per share cash tender offer by Precision Castparts Corp. subsidiary, WGC Acquisition Corp., for all outstanding shares of common stock of Wyman-Gordon Company has been extended until midnight, New York City time, on Tuesday, November 30, 1999; provided, however, that if the Federal Trade Commission (FTC) formally approves the Agreement Containing Consent Orders discussed below prior to November 15, 1999, the expiration date of the tender offer will be the date which is ten business days immediately following the announcement of such approval. As previously announced, Precision Castparts Corp., Wyman-Gordon Company and the FTC staff have agreed on the terms of an Agreement Containing Consent Orders pursuant to which Precision Castparts Corp. and Wyman-Gordon Company would divest Wyman-Gordon's large cast parts operations in Groton, Connecticut, and its titanium casting operations located in Albany, Oregon. The FTC staff has recommended approval of the Agreement Containing Consent Orders by the FTC. There can be no assurances that the FTC will approve the Agreement Containing Consent Orders or as to the timing of any such approval. As of November 1, 1999, approximately 29,850,000 shares of common stock of Wyman-Gordon Company had been tendered in the tender offer. This constitutes approximately 88.4% 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. This press release contains forward-looking statements based on current expectations that are covered under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Actual results and events related to the transaction may differ from those anticipated. Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855 Denis Poirier, Wyman-Gordon Company - 508-839-8224 -----END PRIVACY-ENHANCED MESSAGE-----