1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) { } QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended OR { X } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from January 1, 1994 to May 28, 1994 COMMISSION FILE NUMBER 0-3085 WYMAN-GORDON COMPANY (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 MASSACHUSETTS 04-1992780 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 244 WORCESTER STREET, BOX 8001, NO. GRAFTON, MASSACHUSETTS 01536-8001 (Address of principal executive offices) Registrant's telephone number, including area code 508-839-4441 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 28, 1994 Common Stock, $1 Par Value 34,548,180 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITION (Continued) Liquidity and Capital Resources (Continued) Cash Non-Cash Total (Millions) Cameron Acquisition Direct Costs (Note F): Integration costs: Cost of relocating Cameron's machinery and equipment and tooling dies 4.4 - 4.4 Severance of Cameron personnel 4.9 - 4.9 Other Direct Costs: Environmental .7 - .7 Other 2.2 - 2.2 Subtotal Cameron Acquisition Direct Costs 12.2 - 12.2 Total significant charges and Cameron Acquisition Direct Costs $33.7 $28.5 $62.2 As of May 28, 1994, of the total cash items of $33.7 million above, the Company expects to spend approximately $20.0 million in fiscal 1995 and $13.7 million thereafter. The Company projects the potential cost savings that may be achieved by the Company and Cameron on a combined basis as a result of such measures to be approximately $25.0 million to $30.0 million annually following an initial period of consolidation. These projections are based upon a variety of estimates and assumptions which, though considered reasonable by the Company, might not be realized, and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control. The Company cautions that no assurances can be made as to the accuracy of these projections or as to the Company's ability to achieve the projected cost savings. While these projections represent the best judgment of the Company, such estimates and the circumstances and conditions affecting the Company and Cameron are likely to change substantially with the passage of time. As of May 28, 1994, the Company expects to spend $1.2 million in fiscal 1995 and $13.4 million thereafter on environmental activities. The Company has completed all environmental projects within established timetables and is continuing to do so at the present time. -22-