-----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, KynuY7o5XKdyJLUW8PptwrDmZERQeT1kfprZX1JrBl1lKJ6c4HV4LSKcyz6E2KDJ rwAMmgJ5jM5uSvsRMAJxxQ== 0001047469-99-029427.txt : 19990809 0001047469-99-029427.hdr.sgml : 19990809 ACCESSION NUMBER: 0001047469-99-029427 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990802 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: 99676202 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 14D-9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 3 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. 3 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 July 30, 1999, Parent and the Company announced that, on such date, each of them submitted to the FTC the documents and information requested by the FTC in its request for additional information under the HSR Act. Parent has agreed that it will not consummate the proposed acquisition until 20 calendar days after both Parent and the Company have certified compliance with the FTC's request for additional information unless the FTC agrees to an earlier closing date. As a result, the expiration date of the tender offer (which is scheduled to expire at midnight, New York City time, on Tuesday, August 17, 1999) may need to be further extended, depending on the status of the FTC's review of the documents submitted. The press release of Parent and the Company, dated July 30, 1999, announcing the submission of the requested documents and information to the FTC is incorporated herein by reference to Exhibit 9 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 9 Joint Press Release issued by Wyman-Gordon Company and Precision Castparts Corp. dated July 30, 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: August 2, 1999 WYMAN-GORDON COMPANY By: /s/ Wallace F. Whitney, Jr. ------------------------------ Name: Wallace F. Whitney, Jr. Title: Vice President EX-9 2 EXHIBIT 9 EXHIBIT 9 PRECISION CASTPARTS CORP. AND WYMAN-GORDON COMPANY ANNOUNCE COMPLETION OF SUBMISSION OF ADDITIONAL INFORMATION TO FTC PORTLAND, Oregon and GRAFTON, Massachusetts - July 30, 1999 - Precision Castparts Corp. (NYSE:PCP) and Wyman-Gordon Company (NYSE:WYG) today announced that, on July 30, 1999, each of them submitted to the Federal Trade Commission ("FTC") the documents and information requested by the FTC in its request for additional information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The requested information related to Precision Castparts Corp.'s tender offer for shares of common stock of Wyman-Gordon Company that commenced May 21, 1999. As previously announced, Precision Castparts Corp. has agreed that it will not consummate the proposed acquisition until 20 calendar days after both it and Wyman-Gordon Company have certified compliance with the FTC request for additional information unless the FTC agrees to an earlier closing date. The purpose of the 20 calendar day period is to provide sufficient time for the FTC to review the documents submitted and to conclude its review or determine to take further action. The tender offer is currently scheduled to expire on August 17, 1999. The expiration date of the tender offer may need to be further extended, depending on the status of the FTC review. Additional information regarding the timing of the tender offer, including whether an extension of the tender offer will be required, will be announced by Precision Castparts Corp. when it has received further communication from the FTC as to the status and timing of the FTC review. As of the close of business on July 29, 1999, approximately 21,455,000 shares of common stock of Wyman-Gordon Company had been tendered in the tender offer. These shares constitute approximately 60 percent 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. Contacts: Dwight Weber, Precision Castparts Corp. - 503-417-4855 Denis Poirier, Wyman-Gordon Company - 508-839-8224 -----END PRIVACY-ENHANCED MESSAGE-----