-----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, SG3o6n6h4TiJvQrO4O/Qddq3V3pbyY44IS7pSu0Q69cPU2hxUhEqUE+pl7S1Rfgo Wsqemgq2uKh/lNHsc3XrBg== 0000912057-99-007641.txt : 19991130 0000912057-99-007641.hdr.sgml : 19991130 ACCESSION NUMBER: 0000912057-99-007641 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991129 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: 99765820 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 SCH14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 11 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. 11 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 25, 1999, Parent announced that Purchaser completed its Offer for Shares of the Company. At the expiration of the Offer on November 24, 1999, 96 percent of the Company's outstanding Shares on a fully diluted basis had been tendered (99 percent of the total outstanding shares), and all tendered shares have been accepted for payment. Parent expects to complete the acquisition of the remaining 1 percent of the outstanding Shares of the Company after approval of the merger between the Company and Purchaser by the Company's shareholders at a shareholders' meeting expected to be held within 60 days. The press release of Parent, dated November 25, 1999, is incorporated herein by reference to Exhibit 17 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 17 Press Release issued by Precision Castparts Corp. dated November 25, 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 29, 1999 WYMAN-GORDON COMPANY By: /s/ Wallace F. Whitney, Jr. ------------------------------ Name: Wallace F. Whitney, Jr. Title: Vice President EX-17 2 EX-17 EXHIBIT 17 PRECISION CASTPARTS CORP. ANNOUNCES COMPLETION OF TENDER OFFER FOR WYMAN-GORDON COMPANY COMMON STOCK PORTLAND, Oregon, - November 25, 1999 - Precision Castparts Corp. (NYSE:PCP) today announced that Precision Castpart's Corp.'s subsidiary, WGC Acquisition Corp., has completed its tender offer for shares of common stock of Wyman-Gordon Company (NYSE:WYG). Wyman-Gordon Company, headquartered in Grafton, Massachusetts, is a leader in forgings, investment castings and composite structures. Precision Castparts Corp. (PCC) announced the proposed acquisition of Wyman-Gordon Company on May 17, 1999, and commenced a cash tender offer on May 21, 1999, to purchase all outstanding shares of Wyman-Gordon Company common stock for $20 per share. The acquisition of Wyman-Gordon Company was subject to the tender of two-thirds of Wyman-Gordon Company's outstanding shares on a fully diluted basis. At the expiration of the tender offer on November 24, 1999, 96 percent of Wyman-Gordon Company's outstanding shares on a fully diluted basis had been tendered (99 percent of the total outstanding shares), and all tendered shares have been accepted for payment. PCC expects to complete the acquisition of the remaining 1 percent of the outstanding common stock of Wyman-Gordon Company after approval of a merger between Wyman-Gordon Company and WGC Acquisition Corp. by the Wyman-Gordon Company shareholders at a shareholders' meeting expected to be held within 60 days. PCC's acquisition of Wyman-Gordon creates a company that will be a key supplier of both castings and forgings for aircraft engine components. In addition, the acquisition will strengthen PCC's position in structural airframe, IGT, energy and other industrial markets. Wyman-Gordon's casting business will become part of a new Investment Cast Products segment, which will also include PCC Structurals and PCC Airfoils, while Wyman-Gordon's forging business will constitute its own segment, Forged Products. Mark Donegan, formerly president of PCC Structurals, Inc., has been named president of Wyman-Gordon. Precision Castparts Corp. is a worldwide manufacturer of complex metal components and products. PCC is the market leader in manufacturing both large, complex structural investment castings and airfoil castings used in jet aircraft engines. In addition, PCC has expanded into the industrial gas turbine, fluid management, industrial metalworking tools and machines, pulp and paper, advanced metal forming technologies, tungsten carbide, and other metal products markets. 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-----