-----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, Q+tK6ORsd8aI9ICKch9+Owxf//M/OVEY9g+URPlRjiR5+qqJqSG0KpqTRlKC70jl JvVY78/9c8tpJiK6KrDfvg== 0000950129-99-000056.txt : 19990108 0000950129-99-000056.hdr.sgml : 19990108 ACCESSION NUMBER: 0000950129-99-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990107 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: 99502410 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: 600 TRAVIS, SUITE 5800 STREET 2: FIRST CITY TWR CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132098400 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. 6) 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 --------------------------------------------------------ized (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 1999 -------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] 2 SCHEDULE 13D CUSIP No. 983085 10 1 - ------------------------------------------------------------------------------ (1) NAMES OF REPORTING PERSONS 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) [ ] (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 Ohio - ------------------------------------------------------------------------------ (7) SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ---------------------------------------------- OWNED BY (8) SHARED VOTING POWER EACH REPORTING ---------------------------------------------- PERSON (9) SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------- (10) SHARED DISPOSITIVE POWER - ------------------------------------------------------------------------------ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 N/A - ------------------------------------------------------------------------------ (14) TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ 2 3 Cooper Industries, Inc. ("Cooper") hereby amends the Schedule 13D, dated June 1, 1994, originally filed by Cooper, Coopind, Inc. ("Coopind") and CS Holdings International Inc. ("CS International") as amended by Amendment No. 1 thereto, dated February 3, 1995, Amendment No. 2 thereto, dated October 17, 1995, Amendment No. 3 thereto, dated November 24, 1995, Amendment No. 4 thereto, dated August 27, 1997 and Amendment No. 5 thereto, dated July 14, 1998 (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: Effective October 9, 1998, Cooper sold its Automotive Products segment to Federal Mogul Corporation for $1.9 billion. As a result of this transaction, Cooper is no longer engaged in the automotive products business. 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 December 21, 1998, Cooper purchased 345,000 Shares from CS International for $10 1/8 per Share (the closing sales price of a Share on the New York Stock Exchange Composite Tape on December 21, 1998), or an aggregate purchase price of $3,493,125. Cooper paid the purchase price by delivering to CS International a 6.0% promissory note maturing February 26, 1999. On January 1, 1999, the DECS matured and were mandatorily exchanged by the holders thereof, at the election of Cooper, for 14,000,000 Shares held by Cooper on such date. On January 4, 1999, Cooper delivered the Shares to the DECS holders. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended by adding the following: Cooper reacquired 345,000 Shares from CS International on December 21, 1998, as described in Item 3, so as to enable it to deliver 14,000,000 Shares upon the maturity of the DECS. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended to read as follows: (a) As a result of the transaction described in Item 3, as of the date hereof Cooper, Coopind and CS International beneficially own no Shares. 3 4 (b) Not applicable. (c) On December 21, 1998, Cooper purchased 345,000 Shares from CS International for $10 1/8 per Share in a private transaction. (d) Not applicable. (e) Not applicable. 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 99.100 through 99.101 is 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 99.100 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International Inc. dated December 21, 1998 confirming agreement for the purchase of 345,000 Shares of the Common Stock of Wyman-Gordon Company. Exhibit 99.101 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 345,000 Shares of the Common Stock of Wyman-Gordon Company. 4 5 Signature After reasonable inquiry and to the best of my knowledge and belief, the information set forth in this Statement is true, complete and correct. Date: January 6, 1999 COOPER INDUSTRIES, INC. /s/ DIANE K. SCHUMACHER ------------------------------------- Diane K. Schumacher Title: Senior Vice President, General Counsel and Secretary 5 6 Amendment to Schedule A Directors and Executive Officers of Group Members The list of directors and executive officers of Cooper Industries, Inc. attached to this Schedule 13D is amended to reflect the following changes: Name, Business Address and Citizenship Present Principal Occupation - ---------------------- ----------------------------- Additions - --------- Richard J. Bajenski Vice President, Investor Relations Dan F. Smith* President and Chief Executive Officer of 1221 McKinney, Ste. 1600 Lyondell Chemical Company Houston, TX 77010 Gordon A. Ulsh and Phyllis J. Piano are deleted from the list of executive officers. If no address is given for a director or officer, the director's or officer's business address is that of Cooper. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Cooper and each individual is a citizen of the United States of America. Directors are indicated by an asterisk. 7 EXHIBIT INDEX Exhibit 99.100 Copy of Letter Agreement between Cooper Industries, Inc. and CS Holdings International Inc. dated December 21, 1998, confirming agreement for the purchase of 345,000 Shares of the Common Stock of Wyman-Gordon Company. Exhibit 99.101 Copy of Promissory Note issued by Cooper Industries, Inc. to CS Holdings International Inc. in connection with the purchase of 345,000 Shares of the Common Stock of Wyman-Gordon Company. EX-99.100 2 COPY OF LETTER AGREEMENT - 345,000 SHARES 1 EXHIBIT 99.100 December 21, 1998 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 345,000 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 December 21, 1998, with the closing to take place at 5:00 p.m., Central time, on December 21, 1998. Payment shall be in the form of a note maturing on February 26, 1999, with the interest being computed at 6% 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 21st day of December 1998. CS HOLDINGS INTERNATIONAL INC. By: /s/ E. Daniel Leightman ----------------------------- Name: E. Daniel Leightman Title: President EX-99.101 3 COPY OF PROMISSORY NOTE ISSUED BY COOPER IND. 1 EXHIBIT 99.101 NOTE USD3,493,125 December 21, 1998 Cooper Industries, Inc. an Ohio corporation ("Borrower"), promises to pay to CS Holdings International Inc., a Cayman Islands corporation ("Lender"), USD3,493,125 together with interest on the outstanding principal at the rate of 6.00% per annum. Interest shall be computed on the basis of a year of 365 days. The principal amount of this note and the accrued interest thereon shall be due and payable on February 26, 1999. The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this note. The interest paid hereon shall not exceed the maximum rate permitted by law. This note shall be governed by and construed in accordance with the laws of the State of Texas. COOPER INDUSTRIES, INC. By: /s/ Alan J. Hill -------------------------------- Title: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----