-----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, Ofvf/TNSKWunZ3Q62FVJyRRELMiJXbOaa3bcjcjLAPyicTCsdn0ti8fdWpr+slKm MBErDKWburjMJOEvUNDyeA== 0000950135-98-004060.txt : 19980710 0000950135-98-004060.hdr.sgml : 19980710 ACCESSION NUMBER: 0000950135-98-004060 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYMAN GORDON CO CENTRAL INDEX KEY: 0000108703 STANDARD INDUSTRIAL CLASSIFICATION: 3460 IRS NUMBER: 041992780 STATE OF INCORPORATION: MA FISCAL YEAR END: 0528 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-03085 FILM NUMBER: 98656479 BUSINESS ADDRESS: STREET 1: 244 WORCHESTER ST STREET 2: BOX 8001 CITY: NORTH GRAFTON STATE: MA ZIP: 01536 BUSINESS PHONE: 5088394441 11-K 1 WYMAN GORDON COMPANY 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the Fiscal Year ended December 31, 1997 [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the Transition Period from ____________ to ____________ WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN (Full Title of the Plan) WYMAN-GORDON COMPANY 244 WORCESTER STREET P.O. BOX 8001 NORTH GRAFTON, MASSACHUSETTS 01536-8001 (Name of Issuer of the Securities Held Pursuant to the Plan and the Address of its Principal Executive Offices) 1 of 3 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of Wyman-Gordon Company has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Date: 6/26/98 By: /s/ EDWARD J. DAVIS Edward J. Davis Vice President - Chief Financial Officer and Treasurer -2- 3 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Financial Statements and Schedules December 31, 1997 and 1996 (With Independent Auditors' Report) 4 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Table of Contents Independent Auditors' Reports R-2 - R-3 Independent Auditors' Consents R-4 - R-5 Statements of Net Assets Available for Benefits for the years ended December 31, 1997 and 1996 R-6 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1997 and 1996 R-7A 7B Notes to Financial Statements R-8 - R-18 Schedule 1 - Schedule of Assets Held for Investment Purposes as at December 31, 1997 R-19 - R-19A Schedule 2 - Schedule of Loans or Fixed Income Obligations as at December 31, 1997 R-20 - R-20A Schedule 3 - Schedule of Reportable Transactions as at December 31, 1997 R-21 - R-21A 5 INDEPENDENT AUDITORS' REPORT To The Trustees of Wyman-Gordon Company Savings/Investment Plan We have audited the accompanying statement of net assets available for benefits of the Wyman-Gordon Company Savings/Investment Plan as of December 31, 1997, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Wyman-Gordon Company Savings/Investment Plan as of December 31, 1997, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, loans or fixed income obligations, and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ MOTTLE McGRATH BRANEY & FLYNN, P.C. Mottle McGrath Braney & Flynn, P.C. Worcester, Massachusetts June 26, 1998 R-2 6 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS To The Trustees of Wyman-Gordon Company Savings/Investment Plan We have audited the accompanying statement of net assets available for benefits of Wyman-Gordon Company Savings/Investment Plan as of December 31, 1996, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996, and the changes in its net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our auditS were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year then ended, are presented for the purpose of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG LLP Ernst & Young LLP Boston, Massachusetts June 27, 1997 R-3 7 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon Company Savings/Investment Plan of our report dated June 26, 1998, with respect to the financial statements and schedules of the Wyman-Gordon Company Savings/Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ MOTTLE McGRATH BRANEY & FLYNN, P.C. Mottle McGrath Braney & Flynn, P.C. Worcester, Massachusetts June 26, 1998 R-4 8 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-26980) pertaining to the Wyman-Gordon Company Savings/Investment Plan of our report dated June 27, 1997, with respect to the financial statements and schedules of the Wyman-Gordon Company Savings/Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ ERNST & YOUNG LLP Ernst & Young LLP Boston, Massachusetts June 25, 1998 R-5 9 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statements of Net Assets Available for Benefits December 31, 1997 and 1996 1997 1996 ---- ---- Assets Investments, at fair value: Collective Investment Funds: AIM Constellation $ 2,497,109 $ 2,098,316 MasterWorks - Income Accumulation 20,857,519 20,201,527 N&B Guardian Trust 1,695,431 848,304 MasterWorks-LifePath 2000 1,199,518 783,667 MasterWorks-LifePath 2010 1,226,481 1,264,152 MasterWorks-LifePath 2020 1,329,460 1,028,771 MasterWorks-LifePath 2030 539,543 243,803 MasterWorks-LifePath 2040 821,495 184,810 Templeton Foreign (I) 1,015,875 613,439 MasterWorks-Asset Allocation 11,257,089 9,544,075 MasterWorks-Bond Index 5,662,106 5,091,028 MasterWorks-Growth Stock 9,121,968 10,495,756 MasterWorks-S&P 500 Stock 22,275,400 16,005,604 ------------ ------------ 79,498,994 68,403,252 Cooper Common Stock 1,086,473 1,043,192 Cooper Debenture - 1,080,174 Cooper Cameron Common Stock 84,392 102,434 Wyman-Gordon Stock 21,815,355 18,289,991 Participant Loans 2,934,289 2,365,587 ------------ ------------ Total assets $105,419,503 $ 91,284,630 ============ ============ Net assets available for benefits $105,419,503 $ 91,284,630 ============ ============ See accompanying notes to financial statements. R-6 10 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1997
MasterWorks AIM Income N & B MasterWorks Constel- Accumu- Guardian LifePath lation lation Trust 2000 ---------- ----------- ---------- ---------- Additions - - --------- Contributions: Employee $ 444,244 $ 1,473,989 $ 242,280 $ 142,080 Employer - - - - ---------- ----------- ---------- ---------- 444,244 1,473,989 242,280 142,080 Interest and dividends 191,170 1,292,248 121,327 70,566 Net appreciation (depreciation) in fair value of investments 19,980 - 43,793 29,861 ---------- ----------- ---------- ---------- Total additions 655,394 2,766,237 407,400 242,507 ---------- ----------- ---------- ---------- Deductions - - ---------- Participants' withdrawals (210,789) (1,629,934) (17,786) (49,854) Plan administrative expenses (3,381) (20,929) (1,762) (441) Net transfers in (out) (42,431) (459,382) 459,275 223,639 ---------- ----------- ---------- ---------- Total (deductions) additions (256,601) (2,110,245) 439,727 173,344 ---------- ----------- ---------- ---------- Increase (decrease) in net assets available for benefits 398,793 655,992 847,127 415,851 Net assets available for benefits: Beginning of year 2,098,316 20,201,527 848,304 783,667 ---------- ----------- ---------- ---------- End of year $2,497,109 $20,857,519 $1,695,431 $1,199,518 ========== =========== ========== ==========
See accompanying notes to financial statements. R-7A1 11 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1997
Master- Master- Master- Master- Works Works Works Works LifePath LifePath LifePath LifePath 2010 2020 2030 2040 ---------- ---------- -------- -------- Additions - - --------- Contributions: Employee $ 181,275 $ 237,986 $ 93,014 $107,990 Employer - - - - ---------- ---------- -------- -------- 181,275 237,986 93,014 107,990 Interest and dividends 75,887 72,190 21,241 41,338 Net appreciation (depreciation) in fair value of investments 116,311 164,211 65,782 46,750 ---------- ---------- -------- -------- Total additions 373,473 474,387 180,037 196,078 ---------- ---------- -------- -------- Deductions - - ---------- Participants' withdrawals (80,831) (14,766) (1,084) (13,451) Plan administrative expenses (1,138) (1,255) (809) (940) Net transfers in (out) (329,175) (157,677) 117,596 454,998 ---------- ---------- -------- -------- Total (deductions) additions (411,144) (173,698) 115,703 440,607 ---------- ---------- -------- -------- Increase (decrease) in net assets available for benefits (37,671) 300,689 295,740 636,685 Net assets available for benefits: Beginning of year 1,264,152 1,028,771 243,803 184,810 ---------- ---------- -------- -------- End of year $1,226,481 $1,329,460 $539,543 $821,495 ========== ========== ======== ========
See accompanying notes to financial statements. R-7A2 12 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1997
Master- Master- Master- Works Works Works Templeton Asset Bond Growth Foreign (I) Allocation Index Stock ----------- ----------- ---------- ----------- Additions - - --------- Contributions: Employee $ 186,292 $ 780,113 $ 359,758 $ 1,306,203 Employer - - - - ---------- ----------- ---------- ----------- 186,292 780,113 359,758 1,306,203 Interest and dividends 106,553 1,409,211 351,705 717,728 Net appreciation (depreciation) in fair value of investments (70,739) 670,121 139,198 (394,202) ---------- ----------- ---------- ----------- Total additions 222,106 2,859,445 850,661 1,629,729 ---------- ----------- ---------- ----------- Deductions - - ---------- Participants' withdrawals (34,290) (776,425) (271,226) (771,842) Plan administrative expenses (1,115) (10,071) (35,965) (11,924) Net transfers in (out) 215,735 (359,935) 27,608 (2,219,751) ---------- ----------- ---------- ----------- Total (deductions) additions 180,330 (1,146,431) (279,583) (3,003,517) ---------- ----------- ---------- ----------- Increase (decrease) in net assets available for benefits 402,436 1,713,014 571,078 (1,373,788) Net assets available for benefits: Beginning of year 613,439 9,544,075 5,091,028 10,495,756 ---------- ----------- ---------- ----------- End of year $1,015,875 $11,257,089 $5,662,106 $ 9,121,968 ========== =========== ========== ===========
See accompanying notes to financial statements. R-7A3 13 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1997
Master- Cooper Works Cooper Cameron S&P 500 Common Cooper Common Stock Stock Debenture Stock ----------- ---------- ----------- -------- Additions - - --------- Contributions: Employee $ 2,187,443 $ - $ - $ - Employer - - - - ----------- ---------- ----------- -------- 2,187,443 - - - Interest and dividends 785,937 - - - Net appreciation (depreciation) in fair value of investments 4,606,782 192,361 21,970 26,974 ----------- ---------- ----------- -------- Total additions 7,580,162 192,361 21,970 26,974 ----------- ---------- ----------- -------- Deductions - - ---------- Participants' withdrawals (1,176,550) (19,653) (50,014) (3,516) Plan administrative expenses (21,264) - (113) - Net transfers in (out) (112,552) (129,427) (1,052,017) (41,500) ----------- ---------- ----------- -------- Total (deductions) additions (1,310,366) (149,080) (1,102,144) (45,016) ----------- ---------- ----------- -------- Increase (decrease) in net assets available for benefits 6,269,796 43,281 (1,080,174) (18,042) Net assets available for benefits: Beginning of year 16,005,604 1,043,192 1,080,174 102,434 ----------- ---------- ----------- -------- End of year $22,275,400 $1,086,473 $ - $ 84,392 =========== ========== =========== ========
See accompanying notes to financial statements. R-7A4 14 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1997
W-G Participant W-G Stock Loans Total ----------- ------------- ------------ Additions - - --------- Contributions: Employee $ 1,122,199 $ - $ 8,864,866 Employer 2,322,047 - 2,322,047 ----------- ------------- ------------ 3,444,246 - 11,186,913 Interest and dividends - 265,941 5,523,042 Net appreciation (depreciation) in fair value of investments (2,277,945) - 3,401,208 ----------- ------------- ------------ Total additions 1,166,301 265,941 20,111,163 ----------- ------------- ------------ Deductions - - ---------- Participants' withdrawals (669,498) (46,147) (5,837,656) Plan administrative expenses (27,527) - (138,634) Net transfers in (out) 3,056,088 348,908 - ----------- ------------- ------------ Total (deductions) additions 2,359,063 302,761 (5,976,290) ----------- ------------- ------------ Increase (decrease) in net assets available for benefits 3,525,364 568,702 14,134,873 Net assets available for benefits: Beginning of year 18,289,991 2,365,587 91,284,630 ----------- ------------- ------------ End of year $21,815,355 $ 2,934,289 $105,419,503 =========== ============= ============
See accompanying notes to financial statements. R-7A5 15 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 1996
MasterWorks AIM Income N & B MasterWorks Constel- Accumu- Guardian LifePath lation lation Trust 2000 ---------- ----------- -------- ----------- Additions - - --------- Contributions: Employee $ 353,497 $ 1,422,667 $196,811 $ 88,491 Employer - - - - ---------- ----------- -------- --------- 353,497 1,422,667 196,811 88,491 Interest and dividends 69,003 1,046,728 19,269 31,873 Net appreciation (depreciation) in fair value of investments 117,803 - 90,679 18,581 ---------- ----------- -------- --------- Total additions 540,303 2,469,395 306,759 138,945 ---------- ----------- -------- --------- Deductions - - ---------- Participants' withdrawals (3,437) (1,789,302) 830 (18,660) Plan administrative expenses (1,211) (14,638) (594) (215) Net transfers in (out) 1,110,868 847,369 123,206 (186,657) ---------- ----------- -------- --------- Total (deductions) additions 1,106,220 (956,571) 123,442 (205,532) ---------- ----------- -------- --------- Increase (decrease) in net assets available for benefits 1,646,523 1,512,824 430,201 (66,587) Net assets available for benefits: Beginning of year 451,793 18,688,703 418,103 850,254 ---------- ----------- -------- --------- End of year $2,098,316 $20,201,527 $848,304 $ 783,667 ========== =========== ======== =========
See accompanying notes to financial statements. R-7B1 16 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1996
Master- Master- Master- Master- Works Works Works Works LifePath LifePath LifePath LifePath 2010 2020 2030 2040 ---------- ---------- -------- -------- Additions - - --------- Contributions: Employee $ 173,983 $ 111,492 $ 58,283 $ 37,540 Employer - - - - ---------- ---------- -------- -------- 173,983 111,492 58,283 37,540 Interest and dividends 33,198 21,549 4,998 2,291 Net appreciation (depreciation) in fair value of investments 83,022 76,200 23,677 18,438 ---------- ---------- -------- -------- Total additions 290,203 209,241 86,958 58,269 ---------- ---------- -------- -------- Deductions - - ---------- Participants' withdrawals (8,576) (12,649) (1,945) (2,152) Plan administrative expenses (495) (538) (264) (172) Net transfers in (out) 183,719 260,221 14,840 43,592 ---------- ---------- -------- -------- Total (deductions) additions 174,648 247,034 12,631 41,268 ---------- ---------- -------- -------- Increase (decrease) in net assets available for benefits 464,851 456,275 99,589 99,537 Net assets available for benefits: Beginning of year 799,301 572,496 144,214 85,273 ---------- ---------- -------- -------- End of year $1,264,152 $1,028,771 $243,803 $184,810 ========== ========== ======== ========
See accompanying notes to financial statements. R-7B2 17 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1996
Master- Master- Master- Works Works Works Templeton Assets Bond Growth Foreign (I) Allocation Index Stock ----------- ----------- ----------- ----------- Additions - - --------- Contributions: Employee $107,829 $ 842,439 $ 366,152 $ 1,361,378 Employer - - - - -------- ----------- ----------- ----------- 107,829 842,439 366,152 1,361,378 Interest and dividends 22,316 912,462 354,568 141,884 Net appreciation (depreciation) in fair value of investments 41,878 160,866 (275,271) 890,240 -------- ----------- ----------- ----------- Total additions 172,023 1,915,767 445,449 2,393,502 -------- ----------- ----------- ----------- Deductions - - ---------- Participants' withdrawals 52,037 (461,071) (279,150) (305,114) Plan administrative expenses (423) (6,526) (36,212) (7,930) Net transfers in (out) 214,919 (1,612,795) (1,135,506) (262,341) -------- ----------- ----------- ----------- Total (deductions) additions 266,533 (2,080,392) (1,450,868) (575,385) -------- ----------- ----------- ----------- Increase (decrease) in net assets available for benefits 438,556 (164,625) (1,005,419) 1,818,117 Net assets available for benefits: Beginning of year 174,883 9,708,700 6,096,447 8,677,639 -------- ----------- ----------- ----------- End of year $613,439 $ 9,544,075 $ 5,091,028 $10,495,756 ======== =========== =========== ===========
See accompanying notes to financial statements. R-7B3 18 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1996
Master- Cooper Works Cooper Cameron S&P 500 Common Cooper Common Stock Stock Debenture Stock ----------- ---------- ---------- -------- Additions - - --------- Contributions: Employee $ 1,619,857 $ - $ - $ - Employer - - - - ----------- ---------- ---------- -------- 1,619,857 - - - Interest and dividends 516,063 - - - Net appreciation (depreciation) in fair value of investments 2,288,338 179,241 119,470 57,028 ----------- ---------- ---------- -------- Total additions 4,424,258 179,241 119,470 57,028 ----------- ---------- ---------- -------- Deductions - - ---------- Participants' withdrawals (338,405) (15,103) (100,153) (992) Plan administrative expenses (9,287) - (393) - Net transfers in (out) 411,168 (281,770) (584,135) (8,585) ----------- ---------- ---------- -------- Total (deductions) additions 63,476 (296,873) (684,681) (9,577) ----------- ---------- ---------- -------- Increase (decrease) in net assets available for benefits 4,487,734 (117,632) (565,211) 47,451 Net assets available for benefits: Beginning of year 11,517,870 1,160,824 1,645,385 54,983 ----------- ---------- ---------- -------- End of year $16,005,604 $1,043,192 $1,080,174 $102,434 =========== ========== ========== ========
See accompanying notes to financial statements. R-7B4 19 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits (continued) Year Ended December 31, 1996
W-G Participant W-G Stock Loans Total ----------- ----------- ----------- Additions Contributions: Employee $ 771,134 $ - $ 7,511,553 Employer 2,172,963 - 2,172,963 ----------- ---------- ----------- 2,944,097 - 9,684,516 Interest and dividends - 211,658 3,387,860 Net appreciation (depreciation) in fair value of investments 6,051,070 - 9,941,260 ----------- ---------- ----------- Total additions 8,995,167 211,658 23,013,636 ----------- ---------- ----------- Deductions Participants' withdrawals (437,407) (37,174) (3,758,423) Plan administrative expenses (15,767) - (94,665) Net transfers in (out) 388,395 473,492 - ----------- ---------- ----------- Total (deductions) additions (64,779) 436,318 (3,853,088) ----------- ---------- ----------- Increase (decrease) in net assets available for benefits 8,930,388 647,976 19,160,548 Net assets available for benefits: Beginning of year 9,359,603 1,717,611 72,124,082 ----------- ---------- ----------- End of year $18,289,991 $2,365,587 $91,284,630 =========== ========== ===========
See accompanying notes to financial statements. R-7B5 20 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION The Wyman-Gordon Company Savings/Investment Plan ("the Plan") is a single employer defined contribution plan covering certain employees of Wyman-Gordon Company ("the Company"). The Plan was established on January 1, 1981 for the purpose of providing eligible employees with opportunities for (1) convenient and regular personal savings; (2) sharing in contributions by the Company out of its current and accumulated net profits; and (3) supplementing retirement benefits. The Plan is a contributory plan which is funded by a trust arrangement with the Wyman-Gordon Savings/Investment Trust (the "Trust"). The above description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for more complete information. (a) ADMINISTRATION OF THE PLAN The Plan is administered jointly by a Plan Committee and a Plan Investment Committee, both of whose members are appointed by the Company's Chief Executive Officer. The Plan committees are responsible for the promulgation and enforcement of necessary or appropriate rules and regulations for the administration of the Plan, the interpretation of the terms of the Plan, the resolution of questions relating to an individual's participation in the Plan and the determination of investments for the participants to select as their investment alternatives. (b) ELIGIBILITY As of January 1, 1996, all employees of the Company are eligible to participate in the Plan except any employee who is covered by a collective bargaining agreement which does not specifically call for their participation in this Plan. Participation can begin after a maximum of three months service. Prior to January 1, 1996, participation began after six months of service. (c) FEDERAL INCOME TAXES The Internal Revenue Service (IRS) has determined and informed the Company by letter dated April 24, 1997, that the Plan and related Trust are designed in accordance with Section 401 of the Internal Revenue Code (IRC). The Plan has been amended since receiving its determination letter. The Company believes that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. Accordingly, no provision for taxes is necessary since the Trust has been determined to be exempt from taxation under Section 501 of the IRC. R-8 21 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (d) EMPLOYEE CONTRIBUTIONS Upon becoming participants, eligible employees may elect to reduce their compensation between 1% and 15% and have such amount contributed to the Plan by the employer as a pre-tax contribution. With regard to a participant who is a Wyman-Gordon Forgings, Inc. (WGFI), a subsidiary of the Company, hourly employee, 20% is the maximum contribution. The election shall be made in advance as a whole percentage of compensation. Additionally, an eligible employee may elect to make after-tax contributions to the Plan subject to the percentage limitations discussed above. In addition, in no event shall the contributions made by or on behalf of a participant for a Plan year exceed certain limitations as required by the Employee Retirement Income Security Act of 1974 (ERISA). The IRC also includes provisions which limit the amount of employer contributions which may be made on behalf of any individual participant. (e) COMPANY CONTRIBUTIONS Currently, the Company matches 50% of each participant's quarterly contributions to the Plan with Company stock. Amounts eligible for the 50% stock match are limited to 5% of the participant's salary. The employer may change the 50% matching rate or the 5% of considered pay to any other percentages including 0%. The Company stock match amounted to $2,322,047 and $2,172,963 in 1997 and 1996, respectively. For employees covered by the Labor Agreement with the United Steelworkers of America, Local 2285, subject to the attainment of performance goals for each quarter of the fiscal year, the Company will make Stock Bonus Contributions on behalf of each Participant. The Stock Bonus Contributions for each period are allocated among eligible participants in an equal dollar amount, up to a maximum of $0.25 for each hour worked up to a maximum of 40 hours worked per week. The dollar amount is determined based on the percentage attainment of the predetermined published quarterly performance goal. Such amount is zero if the percentage attainment of such goal is less than 90% and is 90% of the $0.25 (the maximum dollar amount) if the percentage attainment is equal to 90%. For each incremental percentage in excess of 90%, the dollar amount is increased. The Company is required to make each period's stock bonus contribution in cash or in Company stock. If the employer elects to make the period's stock bonus contribution in Company stock, the number of shares of Company stock to be contributed will be determined by dividing the dollar amount of the stock bonus contribution for the period by the average price of one share of Company stock during the period. R-9 22 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (CONTINUED) (f) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocation of the Company's contribution, Plan earnings, and forfeitures of terminated participants nonvested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. (g) INVESTMENT FUNDS Effective as of July 1, 1994, assets from the Cooper Industries, Inc. Savings and Stock Ownership Plan and the Cameron Iron Works, USA, Inc. Savings Investment Plan for Hourly Employees attributable to participants who prior to May 27, 1994, were employees of Cameron Forged Products Company and who on May 27, 1994 became employees of WGFI were transferred to this Plan. The assets included Cooper Common Stock and Cooper Preferred Stock which were held in the Cooper Common Stock Fund and Cooper Preferred Stock Fund, respectively. A participant's or beneficiary's existing investment in the Cooper Common Stock Fund and the Cooper Preferred Stock Fund as of July 1, 1994 and earnings thereon may continue to be invested in such funds until such time as the participant or beneficiaries otherwise elects to invest such portion of their accounts or the Administrator directs the liquidation of such funds. The Cooper Common Stock Fund and the Cooper Preferred Stock Fund are not designated as available for investment by participants or beneficiaries, except to the extent a participant or beneficiary is permitted to exchange all or a portion of their investment in the Cooper Preferred Stock Fund for an equivalent investment in the Cooper Common Stock Fund. On August 29, 1997, the MasterWorks Division of BGI, a wholly-owned subsidiary of Barclays Bank PLC, was sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). MasterWorks is currently operated as a separate component of Merrill Lynch Group Employee Services, a division of Merrill Lynch. In conjunction with the MasterWorks sale, BGI remained as trustee of all MasterWorks plans through December 31, 1997, but delegated to Merrill Lynch, beginning August 30, 1997, all duties and functions required of BGI as a trustee of a MasterWorks client. Clients were provided documentation and appointed Merrill Lynch Trust Company FSB successor trustee of their plans effective January 1, 1998. BGI had no responsibility for and no involvement with MasterWorks activities after August 29, 1997 (except to the extent BGI acted as trustee, as described above, or that MasterWorks clients participated in BGI's managed investments or BGI performed fund accounting services). R-10 23 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (g) INVESTMENT FUNDS (continued) Participants in the Plan have the following 17 investment funds available: AIM CONSTELLATION FUND - aggressively seeks to increase shareholders' capital by investing principally in common stocks, with emphasis on medium-sized and smaller emerging growth companies. Management of the fund will be particularly interested in companies that are likely to benefit from new or innovative products, services or processes that should enhance such companies' prospects for future growth in earnings. MASTERWORKS INCOME ACCUMULATION FUND - invests in a mix of fixed-rate and variable-rate securities with strong credit ratings. The fund diversifies its investment by limiting its holdings of any one issuer to 10% of the fund assets at the time of purchase. This limitation does not apply to the U.S. Government or its agencies. Between 25% and 50% of the fund is held in publicly traded instruments. NEUBERGER & BERMAN GUARDIAN TRUST - is a growth and income fund that emphasizes investments in stocks of established, high-quality companies considered to be undervalued in comparison to stocks of similar companies. MASTERWORKS LIFEPATH FUNDS Each LifePath Fund seeks to provide long-term investors with an asset allocation strategy designed to maximize assets for retirement or for other purposes consistent with the quantitatively measured risk investors, on average, may be willing to accept given their investment time horizon. Specifically: LIFEPATH 2000 FUND - is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2000. LIFEPATH 2010 FUND - is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2010. LIFEPATH 2020 FUND - is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2020. LIFEPATH 2030 FUND - is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2030. R-11 24 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (g) INVESTMENT FUNDS (continued) LIFEPATH 2040 FUND - is managed for investors planning to retire (or begin to withdraw substantial portions of their investment) approximately in the year 2040. TEMPLETON FOREIGN FUND - CLASS I - seeks to achieve long-term capital growth through a flexible policy of investing in stocks and debt obligations of companies and governments outside the United Stares. MASTERWORKS ASSET ALLOCATION FUND - seeks to achieve superior long-term gains at reasonable risk by actively shifting investments among common stocks, U.S. Treasury Bonds and money market instruments. The investment strategy of the Asset Allocation Fund focuses on the relative attractiveness of asset classes at given points in time. The fund uses a computerized portfolio selection model to determine the optimum mix among stocks, bonds and money market instruments. MASTERWORKS BOND INDEX FUND - seeks to approximate, as closely as practicable before fees and expenses, the total rate of return of the U.S. market for issued and outstanding U.S. Government and high-grade corporate bonds as measured by the Lehman Brothers Government/Corporate Bond Index (the LB Bond Index). The fund seeks to achieve its investment objective by investing all of its assets in the Master Series, which has substantially the same investment objective as the Fund. The Master Series seeks to achieve its objective by investing substantially all of its assets in securities included in the LB Bond Index, which is composed of approximately 5,000 issues of fixed income securities, including U.S. Government securities and investment grade corporate bonds, each with an outstanding market value of at least $25 million and remaining maturity of greater than one year. MASTERWORKS GROWTH STOCK FUND - seeks to provide investors an above average rate of return as measured against the S&P 500 Index and against similar growth stock funds, through the active management of a diversified portfolio of growth oriented common stocks. The fund will invest primarily in common stocks that are expected to generate above market rates of growth in revenues and earnings. MASTERWORKS S&P 500 STOCK FUND - seeks to achieve the same total rate of return as the S&P 500 Index. The S&P 500 Stock Fund invests in the same stocks and in substantially the same percentages as the S&P 500 Index. The stocks included in the fund represent those held by the Index itself and do not reflect subjective options concerning individual companies or industries. R-12 25 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (g) INVESTMENT FUNDS (continued) COOPER COMMON STOCK FUND - invests in the common stock of Cooper Industries ("Cooper"). Amounts contributed to this fund may be temporarily invested in other short-term investments pending the purchase of Cooper stock. This fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of Cooper's common stock. COOPER DEBENTURE FUND - invests in convertible subordinate debentures of Cooper. Amounts contributed to this fund may be temporarily invested in other short-term investments pending the purchase of Cooper debentures. This fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of Cooper's debentures. COOPER CAMERON COMMON STOCK FUND - invests in the common stock of the Cooper Cameron Corporation ("Cameron"). Amounts contributed to this fund may be temporarily invested in other short-term investments pending the purchase of Cameron stock. This fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of Cameron's common stock. WYMAN-GORDON STOCK FUND - invests in the common stock of the Company, the plan sponsor. Amounts contributed to the Wyman-Gordon Stock Fund may be temporarily invested in other short-term investments pending the purchase of Company stock. This fund is subject to a relatively high degree of risk because it is not a diversified investment and is subject to any potential volatility in the price of the Company's common stock. (h) DISTRIBUTIONS OF BENEFITS Participants (or their beneficiaries in the case of their death) may elect to have their vested account balance paid to them following their termination of employment with the Company, by submitting a completed distribution election form to the Plan Administrator. Participants who are WGFI hourly employees must be paid in the form of a single lump sum. Notwithstanding, if they are a WGFI hourly employee at the time they are required by law to commence distribution, or anytime thereafter, they may instead elect to be paid annually in a lump sum in an amount sufficient to comply with Code Section 401(a)(9). R-13 26 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (h) DISTRIBUTIONS OF BENEFITS (continued) Participants, other than participants who are WGFI Hourly Employees, may elect to be paid in any of these forms: (a) a single lump sum, or (b) effective January 1, 1993, a portion paid in a lump sum, and the remainder paid later, or (c) periodic installments over a period not to exceed the life expectancy of the participants and their beneficiaries. Distributions must be made in cash, except to the extent of the distribution of any participant outstanding loan balance, if any and except (if the account is distributed in a lump sum) to the extent a participant elects payment in the form of whole shares of Company Stock, Cooper Common Stock and Cooper Cameron Stock and cash in lieu of fractional shares to the extent invested in the Company Stock Fund, Cooper Common Stock Fund and Cooper Cameron Common Stock Fund. (i) VESTING Participants are fully vested in contributions made by employees and certain employer contributions. Participants become fully vested in their Company Stock Match Account if (1) their hire date is on or before April 1, 1993 and they were an employee of the Company on April 1, 1993 or (2) they were employed by WGFI on May 27, 1994, and were previously employed by Cameron Forged Products Company. Notwithstanding, prior to the effective date, a participant's employer account became vested in accordance with a vesting schedule then in effect. Participants entire accounts become fully vested once they have attained their normal retirement date as an employee or upon their leaving the Company due to their disability or death. In addition to the vesting provided above, a participant's Company Stock Match Account becomes vested in accordance with the following schedules unless (1) their hire date is on or before April 1, 1993 and they were an employee of the Company on April 1, 1993 or (2) they were employed by WGFI on May 27, 1994, and were previously employed by Cameron Forged Products Company before that date: R-14 27 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 1. PLAN DESCRIPTION (continued) (i) VESTING (continued) COMPANY STOCK MATCH ACCOUNT VESTING SCHEDULE YEARS OF VESTING SERVICE VESTED PERCENTAGE ------------------------ ----------------- Less than 1 0% 1 but less than 2 20% 2 but less than 3 40% 3 but less than 4 60% 4 but less than 5 80% 5 or more 100% (j) WITHDRAWALS Withdrawals may only be made in accordance with the terms of the Plan. Hardship withdrawals of tax deferred contributions and related earnings are subject to approval by the Plan Administrator based upon the participant's financial need and are subject to IRS limitations. Withdrawals of after-tax contributions, rollover account withdrawals, withdrawals for participants over age 59 1/2 and withdrawals for certain Company contributions are allowed for amounts up to the extent of a participant's account balance with certain restrictions. (k) PARTICIPANT LOANS Participants may borrow, generally, up to the lesser of 50% of their total vested account balance in the Plan or $50,000 less the highest outstanding plan loan balance during the one-year period preceding the date of the new loan. The loans bear interest at market rates and are repaid in regular installments within five years. Early prepayment is allowed. (l) FORFEITURES Forfeitures of employer contributions are invested in interest bearing deposits of Merrill Lynch. Forfeiture amounts are utilized to restore accounts, pay plan fees and expenses, and to reduce the Company stock match and bonus contributions as directed by the Plan administrator. R-15 28 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies followed by the Plan in preparation of its financial statements. The financial statements are prepared in accordance with generally accepted accounting principles. (a) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. (b) VALUATION OF INVESTMENTS The Plan's investments are stated at fair value. The fair value of investments is generally determined as follows: - Units of Merrill Lynch collective investment funds are valued on the basis of the unit value established for each fund at each valuation date. Valuation of the funds' units occurs, at a minimum, on a monthly basis. Unit values are determined by dividing the value of the funds' net assets by the number of units outstanding on the valuation date. - Stocks and mutual funds traded on security exchanges are valued at closing market prices on the valuation date. (c) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME Security transactions are accounted for on the trade date. Interest income is accounted for on the daily accrual basis. Dividend income is recorded on the ex-dividend date. The cost of securities sold is computed on an average cost basis. (d) INVESTMENT INCOME Net investment income, as earned, is allocated to participant accounts and reinvested. The Plan presents, in the Statements of Changes in Net Assets Available for Benefits, net appreciation (depreciation) of the fair value of investments which consists of the realized gains and losses and the unrealized appreciation (depreciation) on those investments. Income from investments is recorded as earned on an accrual basis. R-16 29 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (e) PURCHASES AND REDEMPTIONS OF UNITS The value of participating units, upon admission to or withdrawal from the funds, is based upon the fair value of net assets held as of the valuation date. Upon purchase or redemption of units by a participant, transaction costs incurred for the related security transactions are borne by that participant. (f) EXPENSES Account maintenance, transaction fees and expenses and investment fund management and maintenance fees are paid by the Plan and charged to the participants accounts; all other fees are paid by the Company. (g) RECLASSIFICATIONS Where appropriate, prior year amounts have been reclassified to permit comparison. 3. PLAN LIABILITIES BGI uses a daily valuation method whereby all account activity and related transactions take place on the same day as the day of record. Therefore, all benefit payments to participants or Plan expenses are paid from the various funds on a current basis and at December 31, 1997 and 1996, there were no accrued liabilities for the Plan. 4. INVESTMENTS The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
1997 1996 ----------- ----------- MasterWorks - Income Accumulation Fund (1,494,755 shares and 1,537,337 shares) 20,857,519 20,201,527 MasterWorks - Asset Allocation Fund (883,602 shares and 800,677 shares) $11,257,089 $ 9,544,075 MasterWorks - Bond Index Fund (579,223 shares and 535,607 shares) 5,662,106 5,091,028 MasterWorks - Growth Stock Fund (624,365 shares and 685,102 shares) 9,121,968 10,495,756 MasterWorks - S&P 500 Stock Fund (1,092,467 shares and 1,006,009 shares) 22,275,400 16,005,604 Wyman-Gordon Stock Fund (764,111 shares and 561,043 shares) 21,815,355 18,289,991
R-17 30 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Notes to Financial Statements (5) RELATED PARTY TRANSACTIONS Certain Plan investments are units of collective investment funds managed by the MasterWorks Division of BGI, now owned by Merrill Lynch. Merrill Lynch and BGI were the trustees, as defined by the Plan, as of December 31, 1997 and 1996, respectively, and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services amounted to $138,634 and $94,665 for the years ended December 31, 1997 and 1996, respectively. (6) TERMINATED EMPLOYEES Net assets available for plan benefits at December 31, 1997 include $9,324,282 allocated to the accounts of persons who, as of or prior to that date, have terminated employment with the Company. (7) PLAN AMENDMENTS During 1997 the Plan was amended. Among the changes were the definition of limitations on the maximum annual additions to a participant's account, designation of trustee, use of forfeitures, definition of compensation, loans in default and company contributions. R-18 31 Schedule 1 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 (c) Description of Investment Including Maturity Date, (a) (b) Identity of Issue Rate of Interest, Borrower, Lessor Collateral, Par, (e) Current or Similar Party or Maturity Value (d) Cost Value ----------------- ----------------- ---- ------- AIM 94,659 Shares $ 2,618,137 $ 2,497,109 AIM Constellation Fund * Merrill Lynch 1,494,755 Shares 20,857,519 20,857,519 MasterWorks Income Accumulation Fund Neuberger & 98,002 Shares 1,659,253 1,695,431 Berman Neuberger & Berman Guardian Trust Fund * Merrill Lynch 106,435 Shares 1,164,409 1,199,518 MasterWorks LifePath 2000 Fund * Merrill Lynch 92,217 Shares 1,173,025 1,226,481 MasterWorks LifePath 2010 Fund * Merrill Lynch 89,707 Shares 1,260,492 1,329,460 MasterWorks LifePath 2020 Fund * Merrill Lynch 33,244 Shares 484,864 539,543 MasterWorks LifePath 2030 Fund * Merrill Lynch 47,458 Shares 788,214 821,495 MasterWorks LifePath 2040 Fund Templeton 102,098 Shares 1,131,709 1,015,875 Templeton Foreign (I) * Merrill Lynch 883,602 Shares 9,973,520 11,257,089 MasterWorks Asset Allocation Fund * Merrill Lynch 579,223 Shares 5,647,997 5,662,106 MasterWorks Bond Index Fund R-19 32 Schedule 1 (continued) WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 (c) Description of Investment Including Maturity Date, (a) (b) Identity of Issue Rate of Interest, Borrower, Lessor Collateral, Par, (e) Current or Similar Party or Maturity Value (d) Cost Value ----------------- ----------------- ---- ------- * Merrill Lynch 624,365 Shares 8,898,590 9,121,968 MasterWorks Growth Stock Fund * Merrill Lynch 1,092,467 Shares 17,002,223 $22,275,400 MasterWorks S&P 500 Stock Fund * Cooper Industries 73,361 Shares 740,029 1,086,473 Cooper Common Stock Fund * Cooper Cameron 1,180 Shares 11,801 84,392 Corporation Cooper Cameron Common Stock Fund * Wyman-Gordon 764,111 Shares 24,241,021 21,815,355 Company Wyman-Gordon Stock Fund Participant Loans 6.382% to 11% - 2,934,289 ----------- ------------ $97,652,803 $105,419,503 =========== ============ * Represents party in interest. R-19A 33 Schedule 2 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27b - Schedule of Loans or Fixed Income Obligations December 31, 1997 Amount received during (b) Identity (c) Original reporting year and address amount --------------------------- (a) of obligor of loan (d) Principal (e) Interest ----------- -------- --------- -------- Defaulted participant loans $61,100 $2,158 $914 R-20 34 Schedule 2 (continued) WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27b - Schedule of Loans or Fixed Income Obligations December 31, 1997 (g) Detailed description of loan including dates of making and maturity, interest rate, the type and value of collateral, any renegotiation of the (f) Unpaid loan and the terms of Amount Overdue balance at the renegotiation and -------------------------- end of year other material items (h) Principal (i) Interest ----------- ------------------------- --------- -------- $49,321 Participant loans each $42,996 $6,325 due rateably over 5 years at interest rates between 8% and 10.75% Note: The above participant loans are secured by the participant's nonforfeitable accrued benefit under the plan. The outstanding balance plus accrued interest at default of all the above loans have been treated as deemed distributions and reported on Form 1099-R. R-20A 35 Schedule 3 WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1997 (b) Description of Asset (Include Interest (a) Identity of Rate and Maturity (c) Purchase (d) Selling Party Involved in Case of a Loan) Price Price -------------- ------------------ -------- ------- Merrill Lynch MasterWorks - AIM $ 3,108,460 $ 2,729,647 Constellation Fund Merrill Lynch MasterWorks - Income 19,719,718 20,355,974 Accumulation Fund Merrill Lynch MasterWorks - Asset 3,442,192 2,399,300 Allocation Fund Merrill Lynch MasterWorks - Growth 5,622,972 6,602,558 Stock Fund Merrill Lynch MasterWorks - S&P 500 11,199,771 9,536,756 Stock Fund Wyman-Gordon Wyman-Gordon Stock 30,499,261 24,695,952 Company Fund R-21 36 Schedule 3 (continued) WYMAN-GORDON COMPANY SAVINGS/INVESTMENT PLAN Line 27d - Schedule of Reportable Transactions Year Ended December 31, 1997 (h) Current (f) Expense Value of Incurred Asset on with Trans- (e) Lease Trans- (g) Cost action (i) Net Gain Rental action of Asset Date or loss ------ -------- -------- -------- -------- - - $ 2,507,723 $ 2,729,647 $ 221,924 - - 20,355,974 20,355,974 - - - 2,045,475 2,399,300 353,825 - - 5,978,146 6,602,558 624,412 - - 7,089,324 9,536,756 2,447,432 - - 19,028,223 24,695,952 5,667,729 R-21A -----END PRIVACY-ENHANCED MESSAGE-----