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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 21, 1998
COMMISSION FILE NUMBER 0-3085
WYMAN-GORDON COMPANY
(Exact name of registrant as specified in its charter)
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 and zip code)
Registrant's telephone number, including area code 508-839-4441
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ITEM 5. OTHER EVENTS
On October 21, 1998, the Board of Directors of Wyman-Gordon
Company (the "Company") adopted (i) certain amendments to the
Company's By-laws (the "By-law Amendments") and (ii) a
Shareholder Rights Agreement (the "Rights Agreement"). The
following description of the terms of the By-law Amendments and
Rights Agreement does not purport to be complete and is qualified
in its entirety by reference to the By-law Amendments and the
Rights Agreement which are attached hereto as exhibits and are
incorporated herein by reference.
BY-LAW AMENDMENTS
The By-law Amendments provide, among other things, that: (i)
in order to have a director nomination or stockholder proposal
considered at a meeting of stockholders, a stockholder generally
must provide certain information concerning such matter to the
Company not less than 90 nor more than 120 days prior to the date
of the Annual Meeting of Stockholders (the "Annual Meeting")
immediately preceding the Annual Meeting at which such matter is
to be considered; (ii) Special Meetings of Stockholders may be
called only by stockholders owning 66 2/3% or more of the
outstanding shares of the Company's Common Stock; and (iii) the
Board of Directors of the Company may adjourn or postpone a
meeting of stockholders under certain circumstances.
THE RIGHTS AGREEMENT
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Preferred Stock
Purchase Right (a "Right") for each outstanding share of Common
Stock of the Company (the "Common Stock") to stockholders of
record as of the close of business on November 30, 1998 (the
"Record Date"). In addition, one Right will automatically attach
to each share of Common Stock issued between the Record Date and
the Distribution Date (as hereinafter defined). Each Right
entitles the registered holder thereof to purchase from the
Company a unit consisting of one ten-thousandth of a share of
Series B Junior Participating Cumulative Preferred Stock, par
value $1.00 per share, at a cash exercise price of $75.00 per
Unit, subject to adjustment.
Initially, the Rights are not exercisable and are attached
to and trade with all shares of Common Stock outstanding as of,
and issued subsequent to, the Record Date. The Rights will
separate from the Common Stock and will become exercisable upon
the earliest of (i) the close of business on the tenth calendar
day following the first public announcement that a person or
group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding shares of Common
Stock (an "Acquiring Person"), (ii) the close of business on the
tenth business day (or such later day as the Board of Directors
may determine) following the commencement of a tender offer or
exchange offer that would result upon its consummation in a
person or group becoming the beneficial owner of 15% or more of
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ITEM 5. OTHER EVENTS, Continued
the outstanding shares of Common Stock or (iii) the determination
by the Board of Directors that any person is an "Adverse Person"
(the earliest of such dates being herein referred to as the
"Distribution Date").
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on November 30, 2008
(the "Expiration Date"), unless previously redeemed or exchanged
by the Company as described below.
The Rights may be redeemed in whole, but not in part, at a
price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by
the Board of Directors only until the earliest of (i) the date on
which a person is declared to be an Adverse Person, (ii) the time
at which any person becomes an Acquiring Person, or (iii) the
expiration date of the Rights Agreement. Immediately upon the
action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right
of the holders of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of
Directors in its sole discretion until the earliest to occur of
(i) the time at which any person becomes an Acquiring Person or
(ii) the date on which a person is declared to be an Adverse
Person. After such time or date, as the case may be, the Board
of Directors may, subject to certain limitations set forth in the
Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any
time period, or to make changes that do not adversely affect the
interests of Rights holders (excluding the interests of an
Acquiring Person, an Adverse Person or their associates or
affiliates). In addition, the Board of Directors may at any time
prior to the earliest to occur of (i) the time at which any
person becomes an Acquiring Person or (ii) the date on which a
person is declared to be an Adverse Person, amend the Rights
Agreement to lower the threshold at which a person becomes an
Acquiring Person to not less than the greater of (i) the sum of
.001% and the largest percentage of the outstanding Common Stock
then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights
as a stockholder of the Company (beyond those as an existing
stockholder), including the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Units, other
securities of the Company, other consideration or for common
stock of an acquiring company.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
Exhibit 3.1 - Certificate of Vote of Directors Establishing
a Series of a Class of Stock of Wyman-Gordon
Company classifying and designating the
Series B Junior Participating Cumulative
Preferred Stock.
Exhibit 4.1 - Shareholder Rights Agreement, dated as of
October 21, 1998, between Wyman-Gordon
Company and State Street Bank and Trust
Company, as Rights Agent.
Exhibit 5.1 - Wyman-Gordon Company Bylaws, Amended and
Restated as of October 21, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
WYMAN-GORDON COMPANY
Date: 10/29/98 By: /S/WALLACE F. WHITNEY, JR.
Wallace F. Whitney, Jr.
Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
3.1 Certificate of Vote of Directors
Establishing a Series of a Class of
Stock of Wyman-Gordon Company classifying
and designating the Series B Junior
Participating Cumulative Preferred Stock. E-1
4.1 Shareholder Rights Agreement, dated as
of October 21, 1998, between Wyman-Gordon
Company and State Street Bank and Trust
Company, as Rights Agent. E-2
5.1 Wyman-Gordon Company Bylaws, Amended and
Restated as of October 21, 1998. E-3
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