-----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, JoTQ9U2j/T/xTyHz8+72j0fJ8fvFuEOjysXESj3SsOkuK/KEjl0//FIda3prd6Ua 68M3IQ6GAYkmDXYWocddKA== 0000912057-99-004527.txt : 19991111 0000912057-99-004527.hdr.sgml : 19991111 ACCESSION NUMBER: 0000912057-99-004527 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991110 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: 99746080 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 SCHEDULE 14D9/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 10 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. 10 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 9, 1999, Parent and the Company announced that the FTC has accepted for public comment the Agreement Containing Consent Orders previously agreed to by the FTC staff. The FTC action satisfies the final condition to the closing of the Offer, other than conditions that by their terms can be satisfied only at the closing. As a result, the expiration date of the Offer will be midnight, New York City time, on Wednesday, November 24, 1999, unless extended. The press release of Parent and the Company, dated November 9, 1999, is incorporated herein by reference to Exhibit 16 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 16 Joint Press Release issued by Wyman-Gordon Company and Precision Castparts Corp. dated November 9, 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 10, 1999 WYMAN-GORDON COMPANY By: /s/ Wallace F. Whitney, Jr. ----------------------------------- Name: Wallace F. Whitney, Jr. Title: Vice President EX-16 2 EXHIBIT 16 EXHIBIT 16 PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE RECEIPT OF FTC ACCEPTANCE OF AGREEMENT CONTAINING CONSENT ORDERS AND SET FINAL EXPIRATION DATE OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK PORTLAND, Oregon and GRAFTON, Massachusetts - November 9, 1999 - Precision Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced that the Federal Trade Commission (FTC) has accepted for public comment the Agreement Containing Consent Orders previously agreed to by the FTC staff. The FTC action satisfies the final condition to the closing 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, other than conditions that by their terms can be satisfied only at the closing. As a result, the expiration date of the cash tender offer will be midnight, New York City time, on Wednesday, November 24, 1999, unless extended. "We are pleased with the FTC's action," said William C. McCormick, chairman and chief executive officer of Precision Castparts Corp. "Today, we have moved one step closer to completing this acquisition, which will significantly benefit both our customers and our shareholders. We look forward to closing the deal in the next two weeks." As of November 9, 1999, approximately 27,800,000 shares of common stock of Wyman-Gordon Company had been tendered in the tender offer. This constitutes approximately 77.8% 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-----