-----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, Qk8gqNBPGn6JhRLQS4pjEVoiJNyOKlvFASDTkrlwD4wXarHUbA4oZGSoeLkx9mt8 wZOw/S0RNrjkwpD+3ZY7Og== 0000950129-97-003697.txt : 19970912 0000950129-97-003697.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950129-97-003697 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19970910 SROS: NYSE SROS: PSE GROUP MEMBERS: COOPER INDUSTRIES INC GROUP MEMBERS: COOPIND INC. GROUP MEMBERS: CS HOLDINGS INTERNATIONAL INC. 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 13D/A SEC ACT: SEC FILE NUMBER: 005-10796 FILM NUMBER: 97678048 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: COOPER INDUSTRIES INC CENTRAL INDEX KEY: 0000024454 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 314156620 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 FANNIN STE 4000 STREET 2: FIRST CITY TWR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137395400 MAIL ADDRESS: STREET 1: P.O. BOX 4446 CITY: HOUSTON STATE: TX ZIP: 77210 FORMER COMPANY: FORMER CONFORMED NAME: COOPER BESSEMER CORP DATE OF NAME CHANGE: 19710505 SC 13D/A 1 COOPER INDUSTRIES, INC. FOR WYMAN-GORDON COMPANY 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) WYMAN-GORDON COMPANY --------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class and Securities) 983085 10 1 ------------------------------------- (CUSIP Number of Class of Securities) Diane K. Schumacher Senior Vice President, General Counsel & Secretary Cooper Industries, Inc. P.O. Box 4446 Houston, Texas 77210 (713) 209-8400 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 1997 ----------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Statement because of Rule 13d-1(b)(3) or(4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] ================================================================================ 2 SCHEDULE 13D CUSIP NO. 983085 10 8 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Cooper Industries, Inc. 31-4156620 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 14,000,000* SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,000,000* PERSON ------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *See Discussion under Item 5 of the Schedule 13D 2 3 SCHEDULE 13D CUSIP NO. 983085 10 8 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Coopind Inc. (formerly CS Holdings Inc.) 78-0450820 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 14,000,000* SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,000,000* PERSON ------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *See Discussion under Item 5 of the Schedule 13D 3 4 SCHEDULE 13D CUSIP NO. 983085 10 8 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CS Holdings International Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 14,000,000* SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,000,000* PERSON ------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,000,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 38.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *See Discussion under Item 5 of the Schedule 13D 4 5 Cooper Industries, Inc. ("Cooper"), Coopind Inc. ("Coopind") and CS Holdings International Inc. ("CS International") hereby amend their Schedule 13D, dated June 1, 1994, as amended by Amendment No. 1 thereto, dated February 3, 1995, Amendment No. 2 thereto, dated October 17, 1995, and Amendment No. 3 thereto, dated November 24, 1995(as amended, the "Schedule 13D"), which relates to the common stock, par value $1.00 per share (the "Shares"), of Wyman-Gordon Company, a Massachusetts corporation (the "Company"), as set forth below. Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended as follows: The principal address of Cooper has changed to 600 Travis, Suite 5800, Houston, Texas 77002. Schedule A is hereby amended to reflect certain management changes at Cooper. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended by adding the following: On August 25, 1997, CS International sold 750,000 Shares to Cooper for $27 7/8 per Share (the closing sales price of the Shares on the New York Stock Exchange Composite Tape on such date) or an aggregate purchase price of $20,906,250. Cooper paid the purchase price by delivering to CS International a 6.05% discounted promissory note maturing November 24, 1997. On August 27, 1997, CS International sold an additional 1,405,000 Shares to Cooper for $28 1/8 per Share (the closing sales price of the Shares on the New York Stock Exchange Composite Tape on such date) or an aggregate purchase price of $39,515,625. Cooper paid the purchase price by delivering to CS International a 6.05% discounted promissory note maturing November 25, 1997. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by adding the following: On August 14, 1997, the Company filed Post-Effective Amendment No. 1 (the "Post-Effective Amendment")to its Registration Statement No. 33-63459 (the "Wyman-Gordon S-3") relating to 16,500,000 Shares that may be delivered by Cooper, at its option, pursuant to the terms of the DECS(SM). The Post-Effective Amendment amended, among other things, the Plan of Distribution set forth in the Prospectus to the Wyman-Gordon S-3 (i) to permit Cooper to deliver up to 16,500,000 of the Shares to holders of the DECS(SM) accepted by 5 6 Cooper for cancellation prior to maturity, and (ii) to provide that in the event Cooper accepts any DECS(SM) for cancellation prior to maturity and in connection therewith delivers to the holders of such DECS(SM) less than one Share for each DECS(SM) cancelled, Cooper may sell the excess Shares pursuant to the Prospectus and the terms of the Investment Agreement. The Post-Effective Amendment was declared effective on August 22, 1997. On August 26, 1997, Cooper entered into an agreement with Forum Capital Markets L.P. to accept 2,500,000 DECS(SM) for early cancellation in exchange for 0.862 Share for each DECS(SM) (or an aggregate of 2,155,000 Shares) and $1,375,000 in cash. The transaction closed on August 27, 1997 and the 2,500,000 DECS(SM) were delivered to Texas Commerce Bank National Association, trustee with respect to the DECS(SM), for cancellation. On August 27, 1997, following the closing of the foregoing transaction, CS International donated the 345,000 excess Shares to the Cooper Industries Foundation, a non-profit charitable foundation. Item 5. Interest in Securities of the Issuer. Paragraph (a) of Item 5 of the Schedule 13D is hereby amended to read as follows: (a) As a result of the transactions described in Item 4, as of the date hereof Cooper, Coopind and CS International beneficially own an aggregate of 14,000,000 Shares, which represents approximately 38.7% of the outstanding Shares. The Shares are owned directly by CS International and indirectly by Coopind and Cooper. Paragraph (c) of Item 5 of Schedule 13D is hereby amended to add the following: (c) On August 25, 1997, CS International sold 750,000 Shares to Cooper for $27 7/8 per Share in a private transaction. On August 27, 1997, CS International sold 1,405,000 Shares to Cooper for $28 1/8 per Share in a private transaction. On August 27, 1997, Cooper accepted from Forum Capital Markets L.P. 2,500,000 DECS(SM) for early cancellation in exchange for 2,155,000 Shares and $1,375,000 in cash. On August 27, 1997, CS International donated 345,000 Shares to the Cooper Industries Foundation, a non-profit charitable foundation. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended to add the following: The information contained in Exhibits 99.91 through 99.97 is 6 7 hereby incorporated by reference in its entirety. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended by adding the following: Exhibit 99.91 Copy of Letter of Cooper Industries, Inc. to CS Holdings International Inc. dated August 6, 1997 offering to purchase 2,155,000 shares of the common stock of Wyman-Gordon Company. Exhibit 99.92 Copy of Letter Agreement between CS Holdings International Inc. and Cooper Industries, Inc. dated August 25, 1997 confirming agreement to sell 750,000 shares of the common stock of Wyman- Gordon Company to Cooper Industries, Inc. Exhibit 99.93 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 750,000 shares of the common stock of Wyman-Gordon Company. Exhibit 99.94 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International Inc. dated August 26, 1997 confirming agreement to sell 1,405,000 shares of the common stock of Wyman-Gordon Company to Cooper Industries, Inc. Exhibit 99.95 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 1,405,000 shares of the common stock of Wyman-Gordon Company. Exhibit 99.96 Copy of Deed donating 345,000 shares of Wyman-Gordon Company common stock from CS Holdings International Inc. to the Cooper Industries Foundation. Exhibit 99.97 Copy of Letter Agreement between Cooper Industries, Inc. and Forum Capital Markets L.P. agreeing to the early cancellation of 2,500,000 DECS(SM) in exchange for Wyman-Gordon Company common stock and cash.
7 8 Signatures After reasonable inquiry and to the best of the undersigneds' knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 4 to the Schedule 13D is true, complete and correct. Date: September 9, 1997 COOPER INDUSTRIES, INC. /s/ Alan J. Hill ------------------------------ Alan J. Hill Title: Vice President and Treasurer Date: September 9, 1997 COOPIND INC. /s/ Karen E. Herbert ------------------------------ Karen E. Herbert Title: Assistant Secretary Date: September 9, 1997 CS HOLDINGS INTERNATIONAL INC. /s/ Alan J. Hill ------------------------------ Alan J. Hill Title: Treasurer 8 9 Amendment to Schedule A Directors and Executive Officers of Group Members The list of directors and executive officers of Cooper Industries, Inc. attached to the Schedule 13D is amended to reflect the following changes:
Name, Business Address and Citizenship Present Principal Occupation ---------------------- ---------------------------- ADDITIONS --------- Alan J. P. Belda*1 President and Chief Operating Officer 425 6th Avenue Aluminum Company of America Pittsburgh, Pennsylvania 15219 Robert M. Devlin* Chairman, President and Chief Executive Officer 2929 Allen Parkway American General Corporation Houston, Texas 77019 James R. Wilson Chairman, President and Chief Executive Officer 2475 Washington Blvd. Thiokol Corporation Ogden, Utah 84401-2398 Gordon A. Ulsh Executive Vice President, Operations Phyllis J. Piano Vice President, Public Affairs David R. Sheil Vice President, Personnel Terrance M. Smith Vice President, Information Services CHANGES IN PRINCIPAL OCCUPATION ------------------------------- Harold S. Hook* Retired Chairman 2727 Allen Parkway American General Corporation Suite W16-01 Houston, Texas 77019-2115 John D. Ong* Chairman Emeritus 4000 Embassy Parkway The B.F. Goodrich Company Suite 330 Akron, Ohio 44333-8357 Warren L. Batts* Chairman 1717 Deerfield Road Premark International, Inc. Deerfield, Illinois 60015 Constantine S. Nicandros* Chairman 1000 Memorial Drive CSN and Company Suite 750 Houston, Texas 77024 David A. White, Jr. Senior Vice President, Strategic Planning
10 The following persons are deleted as directors of Cooper: Robert Cizik and A. Thomas Young. In addition, the following persons are deleted as executive officers of Cooper: Robert Cizik, Larry W. McCurdy, William D. Brewer and Walter F. Dupont. 1 Alan J. P. Belda is a citizen of Brasil. 2 11 EXHIBIT INDEX Exhibit 99.91 Copy of Letter of Cooper Industries, Inc. to CS Holdings International Inc. dated August 6, 1997 offering to purchase 2,155,000 shares of the common stock of Wyman-Gordon Company. Exhibit 99.92 Copy of Letter Agreement between CS Holdings International Inc. and Cooper Industries, Inc. dated August 25, 1997 confirming agreement to sell 750,000 shares of the common stock of Wyman-Gordon Company to Cooper Industries, Inc. Exhibit 99.93 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 750,000 shares of the common stock of Wyman-Gordon Company. Exhibit 99.94 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International Inc. dated August 26, 1997 confirming agreement to sell 1,405,000 shares of the common stock of Wyman-Gordon Company to Cooper Industries, Inc. Exhibit 99.95 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 1,405,000 shares of the common stock of Wyman- Gordon Company. Exhibit 99.96 Copy of Deed donating 345,000 shares of Wyman-Gordon Company common stock from CS Holdings International Inc. to the Cooper Industries Foundation. Exhibit 99.97 Copy of Letter Agreement between Cooper Industries, Inc. and Forum Capital Markets L.P. agreeing to the early cancellation of 2,500,000 DECS(SM) in exchange for Wyman-Gordon Company common stock and cash.
EX-99.91 2 LETTER OF COOPER INDUSTRIES, INC. TO CS HOLDING 1 Exhibit 99.91 [Company letterhead] August 6, 1997 Board of Directors CS Holdings International Inc. Fourth Floor, One Capital Place P.O. Box 847 Grand Cayman Cayman Islands, British West Indies Cooper Industries Inc. hereby offers to purchase 2,155,000 shares of Wyman-Gordon Company stock ("W-G stock") at a per share price equal to the closing market price of a share of W-G stock on the later of (i) the day the Securities and Exchange Commission ("SEC") declares effective the Post-Effective Amendment to the Wyman-Gordon Company Registration Statement that will permit Cooper to exchange the W-G stock for outstanding 6% Exchangeable Notes ("DECS") previously issued by Cooper, or (ii) five business days after your acceptance of our offer. You may cancel your acceptance if we do not have clearance from the SEC within 45 days of your acceptance. Payment shall be in the form of a 90-day discounted note, with the discount being computed at 6.05% per annum on a 365-day basis. This offer is subject to Cooper retaining the following rescission right: Cooper is purchasing the W-G stock to satisfy a future obligation Cooper has to deliver W-G stock to a certain investor with whom Cooper has negotiated an early settlement. If Cooper is unable to settle with the investor within 60 days after acquiring W-G stock from you, Cooper may rescind its purchase from you. Please let me know if you would be willing to sell under these conditions. Yours truly, /s/ D. Bradley McWilliams - ------------------------- D. Bradley McWilliams EX-99.92 3 LETTER AGREEMENT CS HOLDINGS INTERNATIONAL INC. 1 Exhibit 99.92 CS HOLDINGS INTERNATIONAL INC. FOURTH FLOOR, ONE CAPITAL PLACE GRAND CAYMAN CAYMAN ISLANDS, BRITISH WEST INDIES August 25, 1997 Cooper Industries, Inc. 600 Travis, Suite 5800 Houston, TX 77002 Attention: D. Bradley McWilliams Senior Vice President and Chief Financial Officer I am writing to you in response to your letter of August 6, 1997 in which Cooper Industries, Inc. offered to purchase 2,155,000 shares of Wyman-Gordon Company common stock, subject to the terms set forth in the letter (the "Offer"). Please be advised that the Offer was accepted by CS Holdings International Inc. on August 19, 1997 in the reduced amount of 750,000 shares and at a per share purchase price equal to the closing market price of a share of Wyman-Gordon Company common stock on the day of sale. The closing shall take place at the time and date selected by Cooper, provided such date is on or before September 15, 1997. All other terms of sale shall be as set forth in the Offer. Please indicate the agreement of Cooper Industries, Inc. to proceed on the above basis by having a duly authorized officer of Cooper sign and return the enclosed duplicate copy of this letter on the line provided below. Sincerely, /s/ Alan J. Hill - -------------------------- Alan J. Hill Treasurer Agreed and Accepted this 25th day of August 1997: COOPER INDUSTRIES, INC. By: /s/ Diane K. Schumacher --------------------------------- Name: Diane K. Schumacher Title: Senior Vice President, General Counsel and Secretary EX-99.93 4 PROMISSORY NOTE TO CS HOLDINGS INT'L (750,000) 1 Exhibit 99.93 PROMISSORY NOTE Borrower: Cooper Industries, Inc. Lender: CS Holdings International Inc. Discount Rate: 6.05% Discounted Net Proceeds: USD 20,906,250.00 Face Value of Note: USD 21,226,420.01 Advance Date: 08/25/97 Maturity Date: 11/24/97 For value received, Cooper Industries, Inc. promises to pay to the lender the face value of this note, being USD 21,226,420.01, on the maturity date, 24-Nov-97. /s/ Alan J. Hill ---------------------------- Alan J. Hill Vice President and Treasurer Cooper Industries, Inc. EX-99.94 5 LETTER AGREEMENT CS HOLDINGS INTERNATIONAL INC. 1 Exhibit 99.94 [Company Letterhead] August 26, 1997 Board of Directors CS Holdings International Inc. Fourth Floor, One Capital Place P. O. Box 847 Grand Cayman Cayman Islands, British West Indies Cooper Industries Inc. hereby offers to purchase 1,405,000 shares of Wyman-Gordon Company common stock ("W-G stock") at a per share price equal to the closing market price of a share of W-G stock on August 26, 1997, with the closing to take place at 8:00 a.m., Central time, on August 27, 1997. Payment shall be in the form of a 90-day discounted note, with the discount being computed at 6.05% per annum on a 365-day basis. Please indicate your acceptance of the above offer by signing and returning the duplicate copy of this letter enclosed herewith. Yours truly, /s/ Diane K. Schumacher - ------------------------------ Diane K. Schumacher Senior Vice President, General Counsel and Secretary Agreed and accepted this 27th day August 1997: CS HOLDINGS INTERNATIONAL INC. By: /s/ Alan J. Hill ------------------------------ Name: Alan J. Hill Title: Treasurer EX-99.95 6 PROMISSORY NOTE TO CS HOLDINGS INT'L (1,405,000) 1 Exhibit 99.95 PROMISSORY NOTE Borrower: Cooper Industries, Inc. Lender: CS Holdings International Inc. Discount Rate: 6.05% Discounted Net Proceeds: USD 39,515,625.00 Face Value of Note: USD 40,114,038.53 Advance Date: 08/27/97 Maturity Date: 11/25/97 For value received, Cooper Industries, Inc. promises to pay to the lender the face value of this note, being USD 40,114,038.53, on the maturity date, 25-Nov-97. /s/ Alan J. Hill ---------------------------- Alan J. Hill Vice President and Treasurer Cooper Industries, Inc. EX-99.96 7 DEED DONATING 345,000 SHARES 1 Exhibit 99.96 DEED CS Holdings International Inc., a corporation established under the laws of the Cayman Islands, hereby donates to the Cooper Industries Foundation, a non-profit corporation established under the laws of the State of Ohio, U.S.A., 345,000 shares of common stock of Wyman-Gordon Company to have and to hold, together with all rights in any manner belonging to such stock. Executed as a Deed by CS Holdings International Inc., acting by two duly authorized Directors, this 27th day of August, 1997. CS Holdings International Inc. (Seal) By: /s/ Diane K. Schumacher -------------------------- Diane K. Schumacher Director Agreed and Accepted this By: /s/ Alan J. Hill 27th day of August, 1997 -------------------------- Alan J. Hill Cooper Industries Foundation Director By: /s/ Phyllis J. Piano ------------------------ Phyllis J. Piano President EX-99.97 8 LETTER AGREEMENT - FORUM CAPITAL MARKETS L.P. 1 Exhibit 99.97 [Company Letterhead) August 26, 1997 Mr. Stephen DeVoe Chief Operating Officer Forum Capital Markets L.P. 53 Forest Avenue Old Greenwich, CT 06870 Dear Steve: Subject to the terms hereof, Cooper Industries, Inc. hereby accepts the offer of Forum Capital Markets L.P. to exchange 2,500,000 Cooper Industries, Inc. 6.0% Exchangeable Notes Due January 1, 1999 held by it for 2,155,000 shares of Wyman-Gordon Company common stock (CUSIP 983085101) and $1,375,000 in cash. Closing of the transaction will take place on Wednesday, August 27, 1997 at 11:00 a.m., Central time, or such other time and date as the parties mutually agree. Cooper's obligations hereunder are subject to the condition that no stop order suspending the effectiveness, in whole or in part, of Wyman-Gordon Registration Statement on Form S-3 No. 33-63459, as amended, shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Securities and Exchange Commission. Cooper Industries, Inc. understands that Forum Capital Markets L.P. is acting as a principal in this transaction and not as an agent. If you are in agreement with the statements above, please acknowledge by signing below. Sincerely, Agreed and Accepted: Forum Capital Markets L.P. /s/ D. Bradley McWillims - ------------------------ D. Bradley McWilliams By: /s/ Stephen DeVoe Senior Vice President & ------------------------------- Chief Financial Officer Title: Chief Operating Officer Date: 8/26/97 cc: Karen Herbert -----END PRIVACY-ENHANCED MESSAGE-----