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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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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

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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is Wyman-Gordon Company, a Massachusetts
corporation (the "Company"), and the address of the principal executive offices
of the Company is 244 Worcester Street, P.O. Box 8001, North Grafton,
Massachusetts 01536-8001. The title of the class of equity securities to which
this statement relates is the common stock, par value $1.00 per share, of the
Company (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER.

This Solicitation/Recommendation Statement relates to the tender offer by
WGC Acquisition Corp., a Massachusetts corporation (the "Purchaser") and a
wholly-owned subsidiary of Precision Castparts Corp., an Oregon corporation
("Parent"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated May
21, 1999 (the "Schedule 14D-1"), to purchase all of the outstanding Shares at a
purchase price of $20.00 per Share, net to the seller in cash, without interest
thereon, less applicable withholding taxes (the "Offer Price"), if any, and upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated May 21, 1999 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitutes the
"Offer").

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of May 17, 1999 (the "Merger Agreement"), among Parent, the Purchaser and the
Company. The Merger Agreement provides, among other things, that as soon as
practicable after the consummation of the Offer and the satisfaction or waiver
of certain conditions, the Purchaser will be merged with and into the Company
(the "Merger"), with the Company as the surviving corporation (the "Surviving
Corporation"). Certain terms of the Merger Agreement are described below in Item
3(b)(2).

Parent has formed the Purchaser in connection with the Offer and the Merger
Agreement. The principal executive offices of each of Parent and the Purchaser
are located at 4650 S.W. Macadam Avenue, Suite 440, Portland, Oregon 97201.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and business address of the Company, which is the person filing
this statement, are set forth in Item 1 above.

(b)(1) The following describes material contracts, agreements, arrangements
and understandings and any actual or potential conflicts of interest between the
Company or its affiliates and the Company, its executive officers, directors or
affiliates:

EXECUTIVE SEVERANCE AGREEMENTS WITH OFFICERS

The Company has entered into executive severance agreements with the
following officers of the Company: David P. Gruber, J. Douglas Whelan, Sanjay N.
Shah, J. Stewart Smith, Colin Stead, Wallace F. Whitney, Jr., Frank J. Zugel,
David J. Sulzbach and William T. McGovern. Each severance agreement provides
that in the event of the qualifying termination (as defined in the agreement) of
the officer's employment within three years following a change in control (as
defined in the agreement) of the Company, the officer is entitled to the
following severance benefits: (i) a payment equal to a maximum of 250% of the
officer's total annual compensation (as defined in the agreement), (ii)
continuation of medical, accident, disability, life and any other insurance
coverages for up to 24 months following termination , (iii) accelerated vesting
of existing options and stock appreciation rights and (iv) two years of
additional accrual under the Company's Supplemental Retirement Plan for Senior
Executives. No benefits are payable under the severance agreements in the event
of the officer's termination for cause, in the event of retirement, disability
or death or in cases of voluntary termination in circumstances other than those
specified in the agreements that would entitle an officer to benefits. The
consummation of the transactions contemplated by the Merger Agreement will
constitute a change in control under each officer's severance agreement. The
following events, among others, are deemed "Qualifying Terminations" under each
officer's severance agreement that would entitle him to receive severance
benefits: (i) a change in the officer's status or position with the Company
that, in the officer's reasonable judgment, represents an

adverse change from his status or position in effect immediately before the
change of control; (ii) the assignment to the officer of any duties or
responsibilities that, in his reasonable judgment, are inconsistent with his
status or position in effect immediately before the change of control; (iii) the
layoff or involuntary termination of the officer's employment, except in
connection with the termination of the officer's employment for cause (as
defined in the agreement) or as a result of his death, retirement or disability
(as defined in the agreement); (iv) a reduction by the Company in the officer's
total compensation as in effect at the time of the change of control or as the
same may be increased from time to time; (v) the failure by the Company to
continue in effect any Plan (as defined in the agreement) in which the officer
is participating at the time of the change of control; (vi) any action or
inaction by the Company that would adversely affect the officer's continued
participation in any Plan (as defined in the agreement) on at least as favorable
a basis as was the case at the time of the change of control, or that would
materially reduce the officer's benefits in the future under the Plan (as
defined in the agreement) or deprive him of any material benefits that he
enjoyed at the time of the change of control, except to the extent that such
action or inaction by the Company is required by the terms of the Plan (as
defined in the agreement) as in effect immediately before the change of control,
or is necessary to comply with applicable law or to preserve the qualification
of the Plan under section 401(a) of the Internal Revenue Code, and except to the
extent that the Company provides the officer with substantially equivalent
benefits; (vii) the Company's failure to obtain the express assumption of the
agreement by any successor to the Company as provided in the agreement; (viii)
any material violation by the Company of any agreement between it and the
officer; and (ix) the failure by the Company, without the officer's consent, to
pay him any portion of his current compensation, or to pay him any portion of
any deferred compensation, within 30 days of the date the officer notifies the
Company that such compensation is due. The severance agreements also provide
that in the event the receipt of the severance payments causes the officer to
become subject to the 20 percent excise tax imposed by Section 280G of the
Internal Revenue Code, the severance payments will be reduced to a level at
which no excise tax will be imposed only if the officer's net after-tax benefit
is greater with the reduction. The officer's severance payments will not be
reduced if the officer's net after-tax benefit is greater without the reduction.
In this case, the Company's tax deductions with respect to the officer's
severance benefit will be limited to an amount that does not exceed the
officer's average taxable compensation in the last five years.

As a result of the consummation of the transactions contemplated by the
Merger, the performance shares and options set forth in the following table held
by the officers will become fully vested.

NUMBER OF NUMBER OF OPTION SHARES
NAME PERFORMANCE SHARES OPTION SHARES EXERCISE PRICE($)
- --------------------------------------------------------- ----------------------- ------------- -----------------

David P. Gruber.......................................... 5,700 29,250 16.625
J. Douglas Whelan........................................ 3,800 19,750 16.625
William T. McGovern...................................... -- 15,000 9.875
Sanjay N. Shah........................................... 2,800 14,625 16.625
J. Stewart Smith......................................... 1,820 11,539 16.75
Colin Stead.............................................. 1,820 11,539 16.75
David J. Sulzbach........................................ 1,820 11,539 16.75
Wallace F. Whitney, Jr................................... 2,800 14,625 16.625
Frank J. Zugel........................................... 3,800 19,750 16.625

A copy of the form of severance agreement entered into with each officer is
attached hereto as Exhibit 4 and a copy of the form of amendment to each
officer's severance agreement is attached hereto as Exhibit 5. Both the form of
severance agreement and the form of amendment thereto are incorporated herein by
reference.

(b)(2) The following describes material contracts, agreements, arrangements
and understandings and any actual or potential conflicts of interest between the
Company or its affiliates and the Purchaser and Parent and their respective
executive officers, directors or affiliates.

THE MERGER AGREEMENT

In connection with the Offer, the Company has entered into the Merger
Agreement with the Purchaser and Parent. A summary of the Merger Agreement is
set forth below. A copy of the Merger Agreement is attached hereto as Exhibit 3,
and the following summary is qualified in its entirety by reference to the text
of the Merger Agreement, which is incorporated herein by reference.

THE OFFER. The Merger Agreement provides for the commencement of the Offer
by the Purchaser as soon as practicable after the date of the Merger Agreement,
but in any event not later than five business days following the public
announcement of the Offer. The obligation of the Purchaser to accept for payment
and pay for any Shares tendered pursuant to the Offer is subject to the
satisfaction of certain conditions, which are described below in "--Conditions
to the Offer." Subject to the prior satisfaction or waiver of the conditions to
the Offer, the Purchaser shall accept for payment and pay for Shares validly
tendered and not withdrawn pursuant to the Offer as soon as legally permissible
under the Merger Agreement and applicable law. Unless it is extended on the
terms described below, the Offer will expire at 12:00 midnight, New York City
time, on June 18, 1999. The Merger Agreement provides that Parent will not,
without the prior written consent of the Company, amend, or permit to be
amended, the Offer to (i) decrease the Offer Price, (ii) change the
consideration into a form other than cash, (iii) add any conditions to the
obligation of Purchaser to accept for payment and pay for Shares tendered
pursuant to the Offer, (iv) amend (other than to waive) the Minimum Condition
(as hereinafter defined) or certain other conditions, which are described below
in "--Conditions to the Offer," or (v) reduce the maximum number of Shares to be
purchased in the Offer. In addition, if (i) on the initial scheduled expiration
date of the Offer (the "Initial Expiration Date"), which shall be 20 business
days after the date the Offer is commenced, all conditions to the Offer shall
not have been satisfied or waived, Purchaser may, from time to time, in its sole
discretion, extend the expiration date of the Offer (the "Expiration Date");
provided, however, that, the Expiration Date, as extended, shall be no later
than the date that is 60 business days immediately following the Initial
Expiration Date (the "Final Expiration Date"); and provided further that if on
the Initial Expiration Date, all conditions to the Offer shall have been
satisfied or waived other than the Minimum Condition, Purchaser shall be
required to extend the Expiration Date to the date that is ten business days
immediately following the Initial Expiration Date and (ii) on the Initial
Expiration Date, the applicable waiting period (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") in
respect of the Offer shall not have expired or been terminated and all other
conditions to the Offer shall have been satisfied or waived other than the
Minimum Condition and certain other conditions as set forth in the Merger
Agreement as they relate to compliance with the HSR Act or other applicable
antitrust laws, Purchaser shall be required to extend the Expiration Date for
such additional periods as may be necessary to permit the parties to seek to
obtain termination of the waiting period under the HSR Act up to the date that
is nine months after the date upon which Parent files a pre-merger notification
and report form under the HSR Act (the "HSR Expiration Date"); provided,
however, that if the applicable waiting period (and any extension thereof) under
the HSR Act in respect of the Offer expires or is terminated prior to the date
that is ten business days prior to the HSR Expiration Date, the Expiration Date
shall be the date which is ten business days immediately following public
disclosure of the expiration or termination of the waiting period under the HSR
Act.

THE MERGER. The Merger Agreement provides that, as promptly as practicable
following the Offer and the satisfaction or waiver of the conditions described
below in "--Conditions to the Merger," the Purchaser will be merged with and
into the Company, with the Company being the Surviving Corporation, and each
then outstanding Share (other than issued and outstanding Shares owned by
Parent, the Purchaser or any other direct or indirect subsidiary of Parent,
Shares held by the Company or any direct or indirect subsidiary of the Company
(including treasury shares) and Shares held by holders who perfect any appraisal
rights that they may have under the Massachusetts General Laws, as amended (the
"MGL")) will, by virtue of the Merger and without any further action on the part
of the holder thereof, be converted automatically into the right to receive
$20.00 in cash or such higher price, if any, as may be offered and

paid in the Offer (the "Merger Consideration"). All Shares owned by the Company
or any direct or indirect subsidiary of the Company (including treasury shares)
and all Shares owned by Parent, the Purchaser or any other direct or indirect
subsidiary of Parent will be canceled and retired and cease to exist without the
payment of any consideration. In addition, the Merger Agreement provides that,
as promptly as practicable after all of the conditions to the Merger as set
forth in the Merger Agreement shall have been satisfied or, if permissible,
waived by the party entitled to the benefit of the same, the Company shall duly
execute and file articles of merger (the "Articles of Merger") with the
Secretary of State of the Commonwealth of Massachusetts in accordance with the
MGL. The Merger shall become effective at such time as the Articles of Merger,
accompanied by payment of the filing fee (as provided in Chapter 156B of the
MGL), have been examined by and received the endorsed approval of the Secretary
of State of the Commonwealth of Massachusetts (the "Effective Time").

CONDITIONS TO THE OFFER. The Merger Agreement provides that, subject to any
applicable rules and regulations of the Securities and Exchange Commission (the
"Commission") (including Rule 14e-1(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), and in addition to the conditions that
(A) at least two-thirds of the Shares on a fully diluted basis are validly
tendered and not withdrawn immediately prior to the expiration date of the Offer
(the "Minimum Condition") and (B) any applicable waiting period and any
extension thereof under the HSR Act shall have expired or been terminated,
Parent and the Purchaser shall not be required to accept for payment or pay for
any Shares and may delay the acceptance for payment of and payment for any
Shares, if at any time on or after the date of the Merger Agreement, and prior
to the time of the expiration of the offer, any of the following conditions
exist or shall occur or remain in effect:

(i) any state or federal government or governmental authority or any United
States or state court of competent jurisdiction (collectively, a "Governmental
Entity") shall have issued an order, decree or ruling or taken any other action,
including instituting any legal proceeding, (which order, decree, ruling or
other action the parties agree to use their commercially reasonable best efforts
to lift), which seeks to restrain, enjoin or otherwise prohibit or significantly
delay the Merger Agreement and the transactions contemplated thereby, including
without limitation the Merger and the Offer (collectively, the "Transactions");

(ii) (A) any of the representations and warranties of the Company set forth
in the Merger Agreement which are qualified by materiality or a material adverse
effect on the Company or words of similar effect shall not have been, or cease
to be, true and correct (except to the extent such representations and
warranties expressly relate to a specific date, in which case such
representations and warranties shall not have been true and correct as of such
date) or (B) any of the representations and warranties of the Company set forth
in the Merger Agreement which are not so qualified shall not have been, or cease
to be, true and correct in all material respects (except to the extent such
representations and warranties expressly relate to a specific date, in which
case such representations and warranties shall not have been true and correct in
all material respects as of such date);

(iii) the Company shall not have performed all obligations required to be
performed by it under the Merger Agreement, including, without limitation,
certain covenants contained therein, except where any failure to perform would,
individually or in the aggregate, not reasonably be expected to have a material
adverse effect on the Company or materially impair or significantly delay the
ability of Purchaser to consummate the Offer;

(iv) there shall have occurred after the date of the Merger Agreement any
change or effect concerning the Company or a subsidiary of the Company which has
had or would reasonably be expected to have a material adverse effect on the
business, operations or condition (financial or otherwise) of the Company and
the subsidiaries of the Company taken as a whole (other than any changes that
are related to or result from the announcement or pendency of the Offer and/or
the Merger, including disruptions to the Company's business or the businesses of
subsidiaries of the Company, and their respective employees, customers and
suppliers);

(v) the Merger Agreement shall have been terminated in accordance with its
terms;

(vi) any consent, authorization, order or approval of (or filing or
registration with) any Governmental Entity or other third party required to be
made or obtained by the Company or any subsidiary of the Company or affiliates
in connection with the execution, delivery and performance of the Merger
Agreement and the consummation of the Transactions shall not have been obtained
or made, except where the failure to have obtained or made any such consent,
authorization, order, approval, filing or registration, would not have a
material adverse affect on the Company or would not reasonably be expected to
materially impair or significantly delay the ability of Purchaser to consummate
the offer; or

(vii) there shall have occurred (A) any general suspension of trading in, or
limitation on prices for securities on the New York Stock Exchange, the American
Stock Exchange or the Nasdaq Stock Market for a period in excess of 24 hours
(excluding suspension or limitations resulting solely from physical damage or
interference with such exchanges not related to market conditions), (B) a
declaration of a general banking moratorium or any general suspension of
payments in respect of banks in the United States (whether or not mandatory), or
(C) in the case of any of the foregoing existing at the time of the commencement
of the Offer, a material acceleration or worsening thereof.

Parent may, in its sole discretion, waive any of the foregoing conditions in
whole or in part, at any time and from time to time. If the Offer is terminated
due to the occurrence of any of the foregoing events, all tendered Shares not
theretofore accepted for payment shall promptly be returned to the tendering
stockholders.

CONDITIONS TO THE MERGER. The Merger Agreement provides that the
obligations of the Company, Parent and the Purchaser to effect the Merger are
subject to the fulfillment or waiver, at or prior to the closing of the Merger
(the "Closing Date"), of each of the following conditions: (i) if required by
applicable law, the Merger Agreement and the Transactions shall have been
approved and adopted by the affirmative vote of the stockholders of the Company
to the extent required by the MGL and the Articles of Organization of the
Company, (ii) any waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act shall have expired or been
terminated, (iii) all necessary approvals, authorizations and consents of any
governmental or regulatory entity required to consummate the Merger shall have
been obtained and remain in full force and effect, and all waiting periods
relating to such approvals, authorizations and consents shall have expired or
been terminated, except where such failure would not have a material adverse
effect on either the Company or Parent, as the case may be, or would not be
reasonably likely to affect adversely the ability of the Company or Purchaser,
as the case may be, to consummate the Merger, (iv) no preliminary or permanent
injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or
commission nor any statute, rule, regulation or executive order promulgated or
enacted by any governmental authority shall be in effect which would (A) make
the consummation of the Merger illegal, or (B) otherwise restrict, prevent or
prohibit the consummation of any of the Transactions, including the Merger and
(v) Parent, Purchaser or their affiliates shall have purchased Shares pursuant
to the Offer.

TREATMENT OF STOCK OPTIONS. The Merger Agreement provides that each stock
option and stock appreciation right under any of the Company's Executive
Long-Term Incentive Plan; 1991 Long-Term Incentive Plan, the 1995 Long-Term
Incentive Plan; the 1997 Long-Term Incentive Plan; or the Non-Employee Director
Stock Option Plan (collectively, the "Stock Option Plans"), which is outstanding
immediately prior to the date on which Purchaser accepts for payment Shares
pursuant to the Offer whether or not then exercisable, which has not been
exercised or canceled prior thereto shall be entitled to receive a cash payment
from Parent equal to the product of (x) the excess, if any, of the Offer Price
over the per Share exercise price of such stock option and (y) the number of
Shares subject to such stock option, which cash payment shall be treated as
compensation and shall be net of any applicable federal or state withholding
tax. In addition, the Company has agreed to take all actions necessary to ensure
that (i) all options and stock appreciation rights, to the extent not exercised
prior to the Acceptance Date (as defined

in the Merger Agreement), shall terminate and be canceled as of the Acceptance
Date and thereafter be of no further force or effect, (ii) no options or stock
appreciation rights are granted after the date of the Merger Agreement, and
(iii) as of the Acceptance Date, the Company Stock Option Plans and all options
and stock appreciation rights issued thereunder shall terminate.

TERMINATION OF EMPLOYEE STOCK PURCHASE PLAN. The Merger Agreement provides
that (i) the current offering period under the Company's Employee Stock Purchase
Plan (the "Stock Purchase Plan") was terminated as of May 17, 1999, (ii) each
participant in the Stock Purchase Plan on May 17, 1999 was deemed to have
exercised his or her Option (as defined in the Stock Purchase Plan) on such date
and acquired from the Company (A) such number of whole Shares as his or her
accumulated payroll deductions on such date could purchase at the Option Price
(as defined in the Stock Purchase Plan) (treating May 14, 1999 as the "Exercise
Date" for all purposes of the Stock Purchase Plan) and (B) cash in the amount of
any remaining balance in such participant's account, and (iii) the Stock
Purchase Plan was terminated as of May 17, 1999.

STOCKHOLDER APPROVAL OF THE MERGER. The Company, acting through its Board
of Directors and in accordance with applicable law, has agreed, if required by
applicable law in order to consummate the Merger, to duly call, give notice of,
convene and hold a special meeting of its stockholders as promptly as
practicable following the acceptance for payment and purchase of shares by
Purchaser pursuant to the Offer for the purpose of considering and taking action
upon the approval of the Merger and adoption of the Merger Agreement. Pursuant
to the Merger Agreement, the Board of Directors of the Company will recommend
that the Company's stockholders approve the Merger if such stockholder approval
is required.

PROHIBITION OF SOLICITATIONS. The Merger Agreement provides that the
Company will immediately cease any discussions or negotiations with any parties
that may be ongoing with respect to an Acquisition Proposal (as defined below in
"--Certain Definitions"). In addition, the Company has agreed that it shall not,
and shall not authorize or permit any of its officers, directors or employees or
any investment banker, financial advisor, attorney, accountant or other
representative, directly or indirectly, (i) solicit, initiate or encourage
(including by way of furnishing non-public information), or take any other
action to facilitate, any inquiries or the making of any proposal that
constitutes an Acquisition Proposal, or (ii) participate in any discussions or
negotiations regarding an Acquisition Proposal; provided, however, that if the
Company's Board of Directors determines in good faith, after consultation with
counsel, that such action is necessary to comply with its fiduciary duties to
the Company's stockholders under applicable law, the Company, in response to an
Acquisition Proposal and subject to certain other conditions as set forth in the
Merger Agreement, may (A) furnish non-public information with respect to the
Company to the person who made such Acquisition Proposal pursuant to a
confidentiality agreement on terms no more favorable to such person than the
Confidentiality Agreement (as defined in Merger Agreement); provided that such
confidentiality agreement need not include the same standstill provisions as
those contained in the Confidentiality Agreement, it being understood that if
there are no standstill provisions in such confidentiality agreement or if such
provisions are more favorable to the person who made such Acquisition Proposal
than those in the Confidentiality Agreement, the Confidentiality Agreement shall
be deemed amended to exclude the existing standstill provision or include such
more favorable provisions, as the case may be, and (B) participate in
negotiations regarding such Acquisition Proposal. In addition, the Company has
agreed that its Board of Directors shall not (i) withdraw or modify in a manner
adverse to Parent or Purchaser its approval or recommendation of the Merger
Agreement, the Offer or the Merger, (ii) approve or recommend an Acquisition
Proposal to its stockholders or (iii) cause the Company to enter into any
definitive acquisition agreement with respect to an Acquisition Proposal, unless
the Company's Board of Directors (A) shall have determined in good faith, after
consultation with counsel, that the Acquisition Proposal is a Superior Proposal
(as defined below in "--Certain Definitions") and such action is necessary to
comply with its fiduciary duties to the Company's stockholders under applicable
law and (B) in the case of clause (iii) above, complies with certain other
provisions of the Merger Agreement. In the event that before the Acceptance Date
the Company's Board of Directors determines in good faith, after consultation

with counsel, that it is necessary to do so in order to comply with its
fiduciary duties to the Company's stockholders under applicable law, the Company
may enter into an agreement with respect to a Superior Proposal, but only
forty-eight hours after Parent's receipt of written notice (i) advising Parent
that the Company Board has received a Superior Proposal and that the Company has
elected to terminate this Agreement pursuant to the applicable provisions of the
Merger Agreement and (ii) setting forth such other information required to be
included therein as provided the Merger Agreement; provided that nothing
contained in the Merger Agreement prohibits the Company from at any time
disclosing information to its stockholders as required by Rule 14e-2 promulgated
under the Exchange Act. The Merger Agreement further provides that the Company
will within 24 hours notify Parent of its receipt of an Acquisition Proposal;
provided that, subject to certain conditions as set forth in the Merger
Agreement, the Company has no duty to notify or update Parent or Purchaser on
the status of discussions or negotiations (including the status of such
Acquisition Proposal or any amendments or proposed amendments thereto) between
the Company and the person making the Acquisition Proposal.

INTERIM OPERATIONS OF THE COMPANY. The Merger Agreement provides that,
except as otherwise contemplated by the Merger Agreement, during the period from
the date of the Merger Agreement to the Effective Time, the Company shall use
its commercially reasonable best efforts to, and shall cause each of its
subsidiaries to use its reasonable best efforts to, carry on their respective
businesses in the usual, regular and ordinary course, consistent with the
requirements of law and past practice, and use their commercially reasonable
best efforts to preserve intact their present business organizations, keep
available the services of their present advisors, managers, officers and
employees and preserve their relationships with customers, suppliers, licensors
and others having business dealings with them and continue existing contracts as
in effect on the date of the Merger Agreement (for the term provided in such
contracts). The Merger Agreement further provides that neither the Company nor
any subsidiary of the Company will (except as expressly permitted by the Merger
Agreement or as contemplated by the Offer or the Transactions contemplated
thereby or to the extent that Parent shall otherwise consent in writing): (i)
(A) declare, set aside or pay any dividend or other distribution (whether in
cash, stock, or property or any combination thereof) in respect of any of its
capital stock (other than dividends or other distributions declared, set aside
or paid by any wholly-owned Company Subsidiary consistent with past practice),
(B) split, combine or reclassify any of its capital stock or (C) repurchase,
redeem or otherwise acquire any of its securities, except, for the acquisition
of Shares from holders of Options in full or partial payment of the exercise
price payable by such holders upon exercise of Options outstanding on the date
of the Merger Agreement; (ii) authorize for issuance, issue, sell, deliver or
agree or commit to issue, sell or deliver (whether through the issuance or
granting of options, warrants, commitments, subscriptions, rights to purchase or
otherwise) any stock of any class or any other securities (including
indebtedness having the right to vote) or equity equivalents (including, without
limitation, stock appreciation rights) (other than the issuance of Shares upon
the exercise of Options outstanding on the date of this Agreement in accordance
with their present terms); (iii) acquire, sell, lease, encumber, transfer or
dispose of any assets outside the ordinary course of business which are material
to the Company or any subsidiary of the Company (whether by asset acquisition,
stock acquisition or otherwise), except pursuant to obligations in effect on the
date of the Merger Agreement; (iv) (A) incur any amount of indebtedness for
borrowed money, guarantee any indebtedness, guarantee (or become liable for) any
debt of others, make any loans, advances or capital contributions, mortgage,
pledge or otherwise encumber any material assets, create or suffer any material
lien thereupon other than in the ordinary course of business consistent with
prior practice, (B) incur any short-term indebtedness for borrowed money or (C)
issue or sell debt securities or warrants or rights to acquire any debt
securities, except, in the case of clause (A) and (B) above, pursuant to credit
facilities in existence on the date of the Merger Agreement in accordance with
the current terms of such credit facilities; (v) pay, discharge or satisfy any
claims, liabilities or obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than any payment, discharge or satisfaction (A)
in the ordinary course of business consistent with past practice, or (B) as
contemplated by the Transactions; (vi) change any of the accounting principles
or practices used by it (except as required by generally accepted

accounting principles, in which case written notice shall be provided to Parent
and Purchaser prior to any such change); (vii) except as required by law, (A)
enter into, adopt, amend or terminate any Company Benefit Plan (as defined in
the Merger Agreement), (B) enter into, adopt, amend or terminate any agreement,
arrangement, plan or policy between the Company or any of the subsidiaries of
the Company and one or more of their directors or officers, or (C) except for
normal increases in the ordinary course of business consistent with past
practice, increase in any manner the compensation or fringe benefits of any
director, officer or employee or pay any benefit not required by any Company
Benefit Plan or arrangement as in effect as of the date of the Merger Agreement;
(viii) adopt any amendments to the Company's articles of organization, bylaws or
the Rights Agreement (as defined in the Merger Agreement), except as expressly
provided by the terms of the Merger Agreement; (ix) adopt a plan of complete or
partial liquidation or resolutions providing for or authorizing such a
liquidation or a dissolution, merger, consolidation, restructuring,
recapitalization or reorganization (other than plans of complete or partial
liquidation or dissolution of inactive subsidiaries of the Company); (x) settle
or compromise any litigation (whether or not commenced prior to the date of the
Merger Agreement) other than settlements or compromises of litigation where the
amount paid (after giving effect to insurance proceeds actually received) in
settlement or compromise does not exceed $250,000; or (xi) enter into an
agreement to take any of the foregoing actions.

DIRECTORS. The Merger Agreement provides that, promptly upon the purchase
of Shares pursuant to the Offer, Parent shall be entitled to designate such
number of directors, rounded up to the next whole number, on the Company's Board
of Directors as is equal to the product of (a) the total number of directors on
the Company's Board of Directors (after giving effect to the directors
designated by Parent pursuant to this sentence) and (b) the percentage that the
total votes represented by such number of Shares in the election of directors of
the Company so purchased bears to the total votes represented by the number of
Shares outstanding. In furtherance thereof, the Company has agreed, upon request
by Parent, to promptly increase the size of the Company's Board of Directors
and/or exercise its commercially reasonable best efforts to secure the
resignations of such number of its directors as is necessary to enable Parent's
designees to be elected to the Company's Board of Directors and shall take all
actions to cause Parent's designees to be so elected to the Company's Board of
Directors. At such time, the Company has also agreed to cause persons designated
by Parent to constitute at least the same percentage (rounded up to the next
whole number) as is on the Company's Board of Directors of (i) each committee of
the Company's Board of Directors, (ii) each board of directors (or similar body)
of each subsidiary of the Company and (iii) each committee (or similar body) of
each such board. The Company shall take, at its expense, all action required
pursuant to Section 14(f) and Rule 14f-1 of the Exchange Act in order to fulfill
its obligations under the Merger Agreement and shall include in the Schedule
14D-9 to its stockholders such information with respect to the Company and its
officers and directors as is required by such Section 14(f) and Rule 14f-1 in
order to fulfill its obligations under the Merger Agreement. Parent has agreed
to supply to the Company in writing and be solely responsible for any
information with respect to itself and its nominees, officers, directors and
affiliates required by such Section 14(f) and Rule 14f-1. The foregoing
provisions are in addition to and shall not limit any rights which Purchaser,
Parent or any of their affiliates may have as a holder or beneficial owner of
Shares as a matter of law with respect to the election of directors or
otherwise. In the event that Parent's designees are elected to the Company's
Board of Directors, until the Effective Time, the Company's Board of Directors
shall have at least two directors who are directors on the date of the Merger
Agreement (the "Independent Directors"); provided that, in such event, if the
number of Independent Directors shall be reduced below two for any reason
whatsoever, the remaining Independent Director shall be entitled to designate
the person to fill such vacancy who shall be deemed to be an Independent
Director for purposes of the Merger Agreement or, if no Independent Director
then remains, the other directors shall designate two persons to fill such
vacancies who shall not be stockholders, affiliates or associates of Parent or
Purchaser and such persons shall be deemed to be Independent Directors for
purposes of the Merger Agreement. In the event that Parent's designees are
elected to the Company Board, after the acceptance for payment of Shares
pursuant to the Offer and prior

to the Effective Time, the affirmative vote of a majority of the Independent
Directors shall be required in addition to any other applicable requirement to
(a) amend the Merger Agreement in any material respect in a manner adverse to
any stockholder of the Company or any intended third-party beneficiary of the
Merger Agreement, (b) terminate the Merger Agreement by the Company, (c)
exercise or waive any of the Company's material rights, benefits or remedies
under the Merger Agreement, or (d) extend the time for performance of Parent's
or Purchaser's respective obligations under the Merger Agreement.

INDEMNIFICATION. The Merger Agreement provides that (i) in the event of any
threatened or actual claim, action, suit, proceeding or investigation, whether
civil, criminal or administrative, including, without limitation, any such
claim, action, suit, proceeding or investigation in which any person who is now,
or has been at any time prior to the date hereof, or who becomes prior to the
Effective Time, a director, officer, employee, fiduciary or agent of the Company
or any of the Company's subsidiaries (the "Indemnified Parties") is, or is
threatened to be, made a party based in whole or in part on, or arising in whole
or in part out of, or pertaining to (A) the fact that he is or was a director,
officer, employee, fiduciary or agent of the Company or any of the Company's
subsidiaries, or is or was serving at the request of the Company or any of the
Company's subsidiaries as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
(B) the negotiation, execution or performance of the Merger Agreement or any of
the transactions contemplated thereby, whether in any case asserted or arising
before or after the Effective Time, the Company, Parent and Purchaser agree to
cooperate and use their commercially reasonable best efforts to defend against
and respond thereto. In addition, the Company agreed that it shall indemnify and
hold harmless, and after the Effective Time the Surviving Corporation (as
defined in the Merger Agreement) and Parent shall indemnify and hold harmless,
as and to the full extent permitted by applicable law, each Indemnified Party
against any losses, claims, damages, liabilities, costs, expenses (including
reasonable attorneys' fees and expenses), judgments, fines and amounts paid in
settlement in connection with any such threatened or actual claim, action, suit,
proceeding or investigation, and in the event of any such threatened or actual
claim, action, suit, proceeding or investigation (whether asserted or arising
before or after the Effective Time), (1) the Company, and the Surviving
Corporation and Parent after the Effective Time, shall promptly pay reasonable
expenses in advance of the final disposition of any claim, suit, proceeding or
investigation to each Indemnified Party to the full extent permitted by law, (2)
the Indemnified Parties may retain counsel satisfactory to them, and the
Company, and the Surviving Corporation and Parent after the Effective Time,
shall pay all reasonable fees and expenses of such counsel for the Indemnified
Parties within 30 days after statements therefor are received, and (3) the
Company, the Surviving Corporation and Parent will use their respective
commercially reasonable best efforts to assist in the vigorous defense of any
such matter; provided that none of the Company, the Surviving Corporation or
Parent shall be liable for any settlement effected without its prior written
consent (which consent shall not be unreasonably withheld); and provided further
that the Surviving Corporation and Parent shall have no obligation under the
Merger Agreement to any Indemnified Party when and if a court of competent
jurisdiction shall ultimately determine, and such determination shall have
become final and non-appealable, that indemnification of such Indemnified Party
in the manner contemplated by the Merger Agreement is prohibited by applicable
law (whereupon any advances received shall be repaid to Parent or the Surviving
Corporation); (ii) Parent and Purchaser agree that all rights to indemnification
existing in favor of, and all limitations on the personal liability of, the
directors, officers, employees and agents of the Company and the Company's
subsidiaries provided for in the articles of organization or bylaws of the
Company as in effect as of the date of the Merger Agreement with respect to
matters occurring prior to the Effective Time, and including the Offer and the
Merger, shall continue in full force and effect for a period of not less then
six years from the Effective Time; provided, however, that all rights to
indemnification in respect of any claims (each a "Claim") asserted or made
within such period shall continue until the disposition of such Claim. Prior to
the Effective Time, the Company has agreed to purchase an extended reporting
period endorsement under the Company's existing directors' and officers'
liability insurance coverage for the Company's directors and officers in a form
acceptable to the Company which shall provide such directors and officers with
coverage for six years following the Effective Time of

not less than the existing coverage under, and have other terms not materially
less favorable to, the insured persons than the directors' and officers'
liability insurance coverage presently maintained by the Company; and (iii) in
the event that the Surviving Corporation or any of its successors or assigns (A)
consolidates with or merges into any other person or entity and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or
(B) transfers or conveys all or substantially all of its properties and assets
to any person or entity, then, and in each such case, proper provision shall be
made so that the successors and assigns of the Surviving Corporation assume the
obligations related to indemnification in the Merger Agreement.

CERTAIN EMPLOYEE BENEFITS. The Merger Agreement provides that (i) after the
Closing, Parent shall cause the Surviving Corporation to honor all obligations
under (A) the existing terms of the employment and severance agreements to which
the Company or any subsidiary of the Company is presently a party, except as may
otherwise be agreed to by the parties thereto, and (B) the Company's and any
Company subsidiary's general severance policy. In addition, for a period of six
months following the Effective Time (the "Transition Period"), employees of the
Surviving Corporation will continue to participate in the Company benefit plans
(other than deferred compensation plans, stock option plans or employee stock
purchase plans or other employer stock match or other employer stock related
provisions) on substantially similar terms to those currently in effect and for
a period of 18 months following the expiration of the Transition Period, the
Surviving Corporation's employees will be entitled to participate in employee
benefit plans, the terms of which will be similar in material respects in the
aggregate to the Company benefit plans as in effect on the date of the Merger
Agreement (other than deferred compensation plans, stock option plans or
employee stock purchase plans or other employer stock match or other employer
stock related provisions); (ii) after the closing of the Merger, Parent shall
cause the Surviving Corporation to honor all obligations which accrued prior to
the Effective Time under the Company's deferred compensation plans. Except as is
otherwise required by the existing terms of employment and severance agreements
to which the Company is presently a party (A) future accruals may be (but are
not required to be) provided for under any such plan(s) or under any similar
plan(s) of the Surviving Corporation or Parent; (B) if future accruals are not
provided for with respect to any current employee participant in such plan as of
the Effective Time, and such person remains an employee of the Company or the
Surviving Corporation or Parent, the person's continuing employment in such
capacity shall be counted for purposes of vesting (but not for purposes of
benefit accrual) under such plan; and (C) transfer of employment from the
Company to the Surviving Corporation or to the Parent or to an affiliate of the
Parent shall not constitute a termination of employment for purposes of payment
of benefits under any such plan; and (iii) if any employee of the Company or any
subsidiary of the Company becomes a participant in any employee benefit plan,
practice or policy of Parent, any of its affiliates or the Surviving
Corporation, such employee shall be given credit under such plan for all service
prior to the Effective Time with the Company and the Company's subsidiaries and
prior to the time such employee becomes such a participant, for purposes of
eligibility (including, without limitation, waiting periods) and vesting but not
for any other purposes for which such service is either taken into account or
recognized (including, without limitation, benefit accrual); provided, however,
that such employees will be given credit for such service for purposes of any
vacation policy. In addition, if any employees of the Company or any subsidiary
of the Company employed as of the Closing Date become covered by a medical plan
of Parent, any of its affiliates or the Surviving Corporation, such medical plan
shall not impose any exclusion on coverage for preexisting medical conditions
with respect to these employees.

AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT. The Board of Directors of
the Company has amended the Company's Rights Agreement (as defined in the Merger
Agreement) prior to the execution of the Merger Agreement (i) so that neither
the execution nor the delivery of the Merger Agreement will trigger or otherwise
affect any rights or obligations under the Rights Agreement, including causing
the occurrence of a "Distribution Date" or a "Stock Acquisition Date," (both as
defined in the Rights Agreement) and (ii) to terminate the Rights Plan (as
defined in the Merger Agreement) immediately upon the Effective Time.

TERMINATION OF THE MERGER AGREEMENT. The Merger Agreement may be terminated
at any time prior to the Effective Time, whether before or after stockholder
approval thereof: (i) by the mutual written consent of Parent or Purchaser and
the Company; (ii) by either of the Company or Parent or Purchaser (A) if any
Governmental Entity shall have issued an order, decree or ruling or taken any
other action (which order, decree, ruling or other action the parties hereto
shall use their best efforts to lift), which permanently restrains, enjoins or
otherwise prohibits the acceptance for payment of, or payment for, Shares
pursuant to the Offer or the Merger; or (B) if, without any material breach by
the terminating party of its obligations under the Merger Agreement, Parent or
Purchaser shall not have purchased Shares pursuant to the Offer on or prior to
the later of (i) the Final Expiration Date; or (ii) the HSR Expiration Date (if
applicable); (iii) by the Company (A) if Parent or Purchaser shall have failed
to commence the Offer on or prior to five business days following the date of
the initial public announcement of the Offer; or (B) in connection with entering
into a definitive agreement to effect a Superior Proposal in accordance with the
provisions of the Merger Agreement; or (C) subject to certain conditions Parent
or Purchaser shall have breached in any material respect any of their respective
representations, warranties, covenants or other agreements contained in the
Merger Agreement; and (iv) by Parent or Purchaser if, prior to the purchase of
Shares pursuant to the Offer (A) the Company shall have breached any
representation or warranty or failed to have performed any covenant or other
agreement contained in the Merger Agreement which breach or failure to perform
(1) would give rise to the failure of a condition described in "--Conditions to
the Offer", and (2) cannot be or has not been cured within 15 days after the
giving of written notice to the Company; or (B) (1) the Company Board shall
withdraw, modify or change its recommendation or approval in respect of the
Merger Agreement or the Offer in a manner adverse to Parent, (2) the Company
Board shall recommend any proposal other than by Parent and Purchaser in respect
of an Acquisition Proposal or (3) the Company shall have exercised a right with
respect to an Acquisition Proposal and shall, directly or through its
representatives, continue discussions with any third party concerning such
Acquisition Proposal for more than 20 business days after the date of receipt of
such Acquisition Proposal. The Merger Agreement further provides that (i) in the
event of the termination of the Merger Agreement, the Merger Agreement shall
forthwith become null and void and have no effect, without any liability on the
part of any party hereto or its affiliates, trustees, directors, officers or
stockholders and all rights and obligations of Parent, Purchaser or the Company,
shall cease except for certain agreements as set forth in the Merger Agreement;
provided, however, that nothing in the Merger Agreement shall relieve any party
from liability for any fraud or willful breach of the Merger Agreement; (ii) if
the Company terminates the Merger Agreement under certain conditions, then the
Company shall concurrently pay to Parent an amount in cash equal to $25,000,000
(the "Liquidated Amount").

CERTAIN DEFINITIONS. For purposes of the preceding paragraphs, the Merger
Agreement provides the following definitions of the indicated terms:

"Acquisition Proposal" means any proposed or actual (i) acquisition,
merger, consolidation or similar transaction involving the Company, (ii)
sale, lease or other disposition, directly or indirectly, by merger,
consolidation, share exchange or otherwise, of any assets of the Company or
the Company's subsidiaries representing 15% or more of the consolidated
assets of the Company and the Company's subsidiaries, (iii) issue, sale or
other disposition of (including by way of merger, consolidation, share
exchange or any similar transaction) securities (or options, rights or
warrants to purchase, or securities convertible into, such securities)
representing 15% or more of the votes associated with the outstanding
securities of the Company, (iv) transaction in which any person shall
acquire beneficial ownership (as such term is defined in Rule 13d-3 under
the Exchange Act), or the right to acquire beneficial ownership, or any
"group" (as such term is defined under the Exchange Act) shall have been
formed which beneficially owns or has the right to acquire beneficial
ownership of, 15% or more of the outstanding Shares, (v) recapitalization,
restructuring, liquidation, dissolution, or other similar type of
transaction with respect to the Company or (vi) transaction which is similar
in form, substance or purpose to any of the foregoing transactions;
provided, however, that the term "Acquisition Proposal" shall not include
the Offer, the Merger and the Transactions.

"Superior Proposal" means a bona fide Acquisition Proposal to acquire
two thirds or more of the Shares then outstanding or all or substantially
all of the assets of the Company and the Company Subsidiaries on terms which
the Company's Board of Directors determines in its good faith judgement
(after consultation with Goldman, Sachs & Co. or another financial advisor
of nationally recognized reputation) to be more favorable to the Company's
stockholders than the Offer and the Merger.

MISCELLANEOUS. No appraisal rights are available in connection with the
Offer. However, if the Merger is consummated, stockholders of the Company may
have certain rights under Massachusetts law to demand appraisal of, and seek the
payment in cash of the fair value of, their Shares. Such rights, if the
statutory procedures are complied with, could lead to a judicial determination
of the fair value required to be paid in cash to such dissenting holders for
their Shares. Any such judicial determination of the fair value of Shares could
be based upon considerations other than or in addition to the price paid in the
Offer and the market value of the Shares. The value so determined could be more
or less than the purchase price per Share pursuant to the Offer or the
consideration per Share to be paid in the Merger. The foregoing summary of the
rights of dissenting stockholders does not purport to be a complete statement of
the procedures to be followed by stockholders desiring to exercise their
dissenters' rights. The preservation and exercise of appraisal rights are
conditioned on strict adherence to the applicable provisions of Massachusetts
law. A more complete description of appraisal rights under Massachusetts law
will be sent to stockholders if a proxy solicitation is required to effect the
Merger.

The Merger will have to comply with any federal law applicable at the time.
In the event that the Merger is consummated more than one year after termination
of the Offer and the Purchaser has become an affiliate of the Company as a
result of the Offer, or the Merger provides for the payment of consideration
less than that paid pursuant to the Offer, and in certain other circumstances,
the Purchaser may be required to comply with Rule 13e-3 under the Exchange Act.
If applicable, Rule 13e-3 would require, among other things, that certain
financial information concerning the Company and certain information relating to
the fairness of such transaction and the consideration offered to minority
stockholders be filed with the Commission and distributed to minority
stockholders prior to the consummation of such transaction. The Purchaser does
not believe that Rule 13e-3 will be applicable to the Merger.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting of the
Company's Board of Directors held on May 15, 1999, the Company's Board of
Directors, by a unanimous vote, determined that the Offer and the Merger were
fair to and in the best interests of the Company and its stockholders,
unanimously approved and declared the advisability of the Merger Agreement and
the transactions contemplated thereby and voted to recommend that all holders of
Shares tender their Shares pursuant to the Offer.

(b) BACKGROUND; REASONS FOR THE RECOMMENDATION. The Company's stock price
has recently been adversely affected by several factors. In the fiscal year
ended May 31, 1998 ("Fiscal 1998"), the Company's 29,000-ton press was taken out
of service for six months to repair structural cracking. The impact of this
downtime was to reduce net income by $11.1 million in Fiscal 1998 and the
negative impact continued into the fiscal year ending May 31, 1999. In late
1998, the Boeing Company, a major customer of the Company, announced it would
reduce its projected aircraft build rate on account of softening demand for its
products. These announcements had a negative impact on most aerospace stocks
including the Company's. As a result of the foregoing and an announcement in
February 1999 that the Company was taking an $11 million restructuring charge,
on February 17, 1999 the Company's stock price closed at $7 3/8, a four-year
low, down from a high of $30.00 on September 18, 1997.

In addition to the weakness of its stock price, the Company has been
concerned about the evolving competitive dynamics of the aerospace markets it
serves. In recent years there has been a continuing consolidation of both the
company's customers and its suppliers. This consolidation will put increasing
pressure on the Company's operating margins, particularly as the commercial
aerospace industry enters the down phase of its cycle.

In light of these factors, the Company has, from time to time, considered
various strategic transactions with a view to enhancing shareholder value. In
this regard, the Company entered into preliminary discussions with another
company ("Company X") in March 1998 concerning a potential business combination,
which were eventually abandoned. In connection with these negotiations, the
Company engaged Goldman, Sachs & Co. ("Goldman Sachs") to act as its financial
advisor. In January 1999 the Company began to consider more actively its
strategic alternatives, including a potential sale of the Company.

On January 13, 1999, PCC's financial advisor, Schroder & Co. Inc., met with
representatives of the Company to express PCC's interest in discussing the
possibility of a business combination with the Company and to request a
face-to-face meeting between PCC's and the Company's executives. On January 29,
1999, William C. McCormick, Chairman and Chief Executive Officer of PCC and
William D. Larsson, Chief Financial Officer of PCC, met with David P. Gruber,
the Chairman and Chief Executive Officer of the Company, and Edward J. Davis,
the Chief Financial Officer of the Company at that time, and discussed the
possibility of a business combination between the two companies. PCC did not
receive non-public information with respect to the Company at that time, and no
specific terms were discussed at this meeting.

On February 4, 1999, PCC sent a letter to the Company indicating PCC's
continued interest in pursuing a possible business combination with the Company.
In this letter, PCC proposed acquiring the Company at a price per share within
the range of $16.00 to $18.00 in cash, subject to due diligence and a number of
other conditions. PCC also proposed entering into a 45 day exclusivity/due
diligence period during which the parties could negotiate the definitive terms
of a transaction.

Following the receipt of this letter from PCC, the Company accelerated its
review of its various strategic alternatives. In connection with the foregoing,
the Company requested that Goldman Sachs make a presentation concerning these
alternatives at the Company's next Board Meeting which was scheduled for March
17, 1999. At the March 17, 1999 meeting, the Board considered several potential
strategic alternatives, including: (i) maintaining its existing business
strategy, either alone or in conjunction with a

large stock repurchase program, (ii) a leveraged buy-out or a leveraged
recapitalization transaction, (iii) pursuing a large acquisition which would,
among other things, reduce the Company's reliance on the aerospace industry and
increase its presence in Europe, and (iv) a sale of the Company in either a
stock or cash transaction. Goldman Sachs' presentation described the advantages
of each of these alternatives and the issues which the Board should consider in
connection with these transactions. Following this discussion, the Board
concluded that, given the current environment in the commercial aerospace
industry, the Company would have difficulty in enhancing shareholder value if it
maintained its STATUS QUO operations, even if this strategy was combined with a
large stock repurchase program. Therefore, the Board authorized management to
pursue two alternatives: (i) a potential acquisition of a company ("Target")
with whom the Company had engaged in acquisition discussions during the past
year and (ii) a potential sale of the Company.

With respect to the potential sale of the Company, the Board authorized
Goldman Sachs to solicit potential bids to acquire the Company. Following the
Board meeting, Goldman Sachs contacted six potential bidders, including PCC and
Company X. Of these six parties, four (including PCC and Company X) entered into
confidentiality agreements with the Company. During April 1999, these companies
conducted due diligence and attended presentations by the Company's management
concerning its business and operations. On April 28, 1999, on behalf of the
Company, Goldman Sachs invited three of the bidders to submit final binding
proposals to acquire the Company. These proposals were required to include all
material terms including all proposed revisions to the form of merger agreement
prepared by the Company's counsel.

On May 10, 1999, the Company received responses from two bidders. In its
bid, PCC proposed to acquire all of the outstanding Shares at a price of $18.75
per share in cash subject to a number of conditions. The other bid indicated an
interest in acquiring all of the outstanding Shares at a price per share in cash
below PCC's bid. This bid did not identify the source of financing for the
transaction and was viewed by the Company as preliminary in nature. Following
receipt of the bids, the Company's and PCC's legal and financial advisors
engaged in negotiations which focused on, among other things, the scope of the
representations, warranties and covenants contained in the Merger Agreement,
issues relating to PCC's financing arrangements, the obligations of the parties
with respect to obtaining antitrust approval, the conditions under which PCC
would be obligated to close the tender offer, the ability of the Company to
terminate the Merger Agreement and to enter into an agreement with a party who
made a Superior Proposal, and the amount of the termination fee to be paid to
PCC in such circumstances. As a result of these negotiations, PCC agreed to
increase its proposed purchase price to $20.00 per share in cash.

As regards the potential acquisition, following the March 17, 1999 Board
Meeting, the Company's management, together with another financial advisor,
intensified negotiations with Target and its management and financial advisor
concerning a potential transaction between the parties. After extensive
negotiations, the parties agreed on the basic parameters of a transaction
between the two parties. The parties agreed that they would continue
negotiations with a view to entering into a definitive agreement during the
second calendar quarter of 1999.

On May 13, 1999 the Company's Board of Directors held a meeting to consider
the Company's two potential alternatives. At that meeting, Goldman Sachs
provided the Board with a financial analysis of the proposed transaction with
PCC. The other financial advisor provided the Board with a financial analysis of
the potential transaction with Target, including the potential benefits of the
transaction to the Company and its stockholders. The Board then engaged in
extensive discussions concerning the potential benefits of these two
transactions to the Company and its stockholders. After these discussions, for
the reasons described below, the Board decided to pursue the potential
transaction with PCC provided that the outstanding issues concerning the Merger
Agreement could be resolved in a manner satisfactory to the Board. Following the
Board meeting, the legal and financial advisors for the two parties engaged in
extensive negotiations concerning the unresolved issues in the Merger Agreement.

On May 15, 1999, the Company's Board met to approve the Merger Agreement and
the transactions contemplated thereby. At that meeting, Goldman Sachs indicated
that, if requested, it was prepared to render an opinion on the fairness of the
transaction. The Company's Board of Directors then determined that the Offer and
the Merger were fair to and in the best interests of the Company and its
stockholders, unanimously approved and declared the advisability of the Merger
Agreement and the transactions contemplated thereby, and unanimously voted to
recommend that all holders of shares tender their Shares pursuant to the Offer.
On May 17, 1999, PCC, the Purchaser and the Company then executed the Merger
Agreement, pursuant to which the Purchaser agreed to make the Offer. On that
date, Goldman Sachs delivered its written opinion to the effect that the
consideration to be received by the Company's stockholders in the Offer and the
Merger was fair from a financial point of view to the Company's stockholders.
The parties then publicly announced the transaction.

In reaching its determination regarding the transaction, the Company's Board
of Directors considered a number of factors, including, without limitation, the
following:

(i) The Company's business, assets, management, strategic objectives,
competitive position and prospects.

(ii) The Company's historical financial information and projected
financial results, including those set forth in the strategic plans
developed annually by the Company and management's most recent projections.

(iii) Historical market prices and trading information with respect to
the Shares and a comparison of these market prices and trading information
with those of selected publicly-held companies of similar sizes operating in
industries similar to that of the Company and the various price to earning
multiples at which the Shares and the securities of these other companies
trade.

(iv) A financial analysis of the valuation of the Company under various
methodologies, including a discounted cash flow analysis, a leveraged buy
out analysis, and pro forma merger analysis.

(v) The current ownership of the Shares.

(vi) The prices and forms of consideration paid in selected recent
comparable acquisition transactions, and the fact that the price to be paid
under the Merger Agreement to holders of the Shares compares favorably to
the prices paid in other recent acquisition transactions of sizes comparable
to those of the Merger.

(vii) The fact that the $20.00 per Share price to be paid in the Offer
and the Merger represents (A) a premium of 50.9% over $13.25, the closing
price of the Shares on the New York Stock Exchange on May 14, 1999, (B) a
premium of 102.6% over $9.875, the sixty day average of the closing price of
the Shares as of May 14, 1999, and (C) a premium of 127.0% over $8.8125, the
closing price of the Shares on March 16, 1999, the date prior to the meeting
of the Board of Directors at which pursuit of strategic alternatives was
authorized, and the fact that these premiums compare favorably to premiums
paid in other recent acquisition transactions of sizes comparable to those
of the Merger.

(viii) The terms and conditions of the Merger Agreement, including the
"all cash" nature of the transaction and the facts that (A) the Offer and
Merger are not subject to a financing condition, (B) Parent and the
Purchaser have agreed that Shares not purchased in the Offer will receive
pursuant to the Merger the same form and amount of consideration as the
Shares purchased in the Offer, and (C) the Company, under certain
circumstances and subject to certain conditions (including the payment of
the Liquidated Amount) may terminate the Merger Agreement in order to
execute an agreement with a third party providing for the acquisition of the
Company on terms more favorable to the Company's stockholders than the Offer
and the Merger.

(ix) The strategic alternatives to the Merger and the Offer that might
be available to the Company including (i) maintaining its existing business
strategy, either alone or in conjunction with a

large stock repurchase program, (ii) a leveraged buy-out or a leveraged
recapitalization transaction and (iii) pursuing a large acquisition which
would, among other things, reduce the Company's reliance on the aerospace
industry and increase its presence in Europe.

(x) The opinion of Goldman Sachs, delivered to the Company's Board of
Directors on May 17, 1999, that as of such date, and based upon and subject
to various considerations set forth therein, the consideration to be
received by the Company's stockholders in the Offer and the Merger was fair
from a financial point of view to such stockholders (a copy of such opinion
is attached hereto as Exhibit 6 and is incorporated herein by reference).

In view of the wide variety of factors considered by the Company's Board of
Directors, the Board did not find it practicable to, and did not assign relative
weights to the factors set forth above. Rather, the Company's Board of Directors
reached its determination based on the totality of the circumstances and the
advice presented to it by its financial and legal advisors.

In analyzing the Offer and the Merger, the Company's management and Board of
Directors were assisted and advised by representatives of Goldman Sachs and the
Company's counsel, who reviewed various financial, legal and other
considerations in addition to the terms of the Merger Agreement. The full text
of the written opinion of Goldman Sachs, setting forth the procedures followed,
the matters considered, the scope of the review undertaken and the assumptions
made by Goldman Sachs in arriving at its opinion, is attached hereto as Exhibit
6 and is incorporated herein by reference. Stockholders are urged to, and
should, read such opinion carefully and in its entirety. The opinion was
provided for the information and assistance of the Company's Board of Directors
in connection with its consideration of the Offer and the Merger. Such opinion
addresses only the fairness from a financial point of view of the consideration
to be received by the stockholders of the Company in the Offer and the Merger
and does not constitute a recommendation to any stockholder as to whether to
tender shares in the Offer or to vote in favor of the Merger.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Goldman Sachs is acting as the Company's financial advisor in connection
with the Offer and the Merger. The Company entered into an engagement letter
with Goldman Sachs, dated May 15, 1998, as amended from time to time by the
Company and Goldman Sachs (collectively, the "Engagement Letter"), pursuant to
which the Company engaged Goldman Sachs as a financial advisor in connection
with the possible sale of all or a portion of the Company. Pursuant to the terms
of the Engagement Letter, the Company paid Goldman Sachs a retainer fee of
$150,000 and will pay Goldman Sachs a fee equal to approximately $8.75 million
upon completion of the Offer. In addition, the Company has agreed to reimburse
Goldman Sachs for its reasonable expenses incurred during its engagement and to
indemnify Goldman Sachs against certain liabilities incurred in connection with
its engagement, including liabilities under federal securities laws.

Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. In the ordinary course
of business Goldman Sachs and its affiliates may actively trade or hold the
securities of the Company and Parent for their own account or for the accounts
of customers and, accordingly, may at any time hold a long or short position in
such securities.

Except as set forth above, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to stockholders on its behalf with respect
to the Offer.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) No transaction in the Shares has been effected during the past sixty
(60) days by the Company, or to the best of the Company's knowledge, by any
executive officer, director, affiliate or subsidiary of the Company.

(b) To the best of the Company's knowledge, each executive officer,
director, affiliate and subsidiary of the Company currently intends to tender
all Shares which he or she owns beneficially or of record to the Purchaser.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

(a) Except as set forth in Items 3(b) and 4 above, the Company is not
engaged in any negotiation in response to the Offer which relates to or would
result in (i) an extraordinary transaction such as a merger or reorganization
involving the Company or any subsidiary of the Company; (ii) a purchase, sale or
transfer of a material amount of assets by the Company or any subsidiary of the
Company; (iii) a tender offer for or other acquisition of securities by or of
the Company; or (iv) any material change in the present capitalization or
dividend policy of the Company.

(b) Except as set forth in Items 3(b) and 4 above, there are no
transactions, board resolutions, agreements in principle or signed contracts in
response to the Offer which relate to or would result in one or more of the
events referred to in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

(a) STATE TAKEOVER LAWS. Massachusetts has enacted three takeover laws,
Chapters 110C, 110D and 110F of the MGL. Chapter 110D of the MGL (the "Control
Share Act") regulates "control share acquisitions," defined as the acquisition
of stock in certain "issuing public corporations" organized in Massachusetts
which increases the voting power of the acquiror above certain specified levels
(i.e., 20%, 33 1/3% and 50%). The Control Share Act disqualifies the voting
rights of Shares acquired in a "control share acquisition" unless, among other
things, such acquisition is pursuant to a merger agreement to which the issuing
public corporation is a party. In accordance with the provisions of Chapter
110D, on May 15, 1999, the Board of Directors of the Company consented to and
approved the Merger Agreement, the Offer, and the Merger and the Purchaser's and
Parent's acquisition of Shares pursuant to the offer and the Merger, and
accordingly, the Control Share Act is inapplicable to the offer and the Merger.

Chapter 110C of the MGL (the "Take-Over Bid Statute") imposes procedural
requirements in connection with certain take-over bids. A take-over bid
("Take-Over Bid") is the acquisition or offer to acquire stock which would
result in the acquiror possessing more than 10% of the voting power of any class
of an issuer's stock. A Take-Over Bid does not include, among other things, any
offer which the board of directors of the issuer has consented to and approved
and has recommended its stockholders accept, if the terms of such bid, including
any inducements to officers or directors which are not made available to all
stockholders, have been furnished to the stockholders. In accordance with the
provisions of Chapter 110C, on May 15, 1999, the Board of Directors of the
Company consented to and approved the Merger Agreement, the Offer and the Merger
and the Purchaser's and Parent's acquisition of Shares pursuant to the Offer and
the Merger and complied with all applicable disclosure requirements, therefore,
the Take-Over Bid Statute is inapplicable to the Offer and the Merger.

Chapter 110F of the MGL (the "Business Combination Statute") limits the
ability of a Massachusetts corporation to engage in business combinations with
"interested stockholders" (defined as any beneficial owner of 5% or more of the
outstanding voting stock of the corporation) unless, among other things, the
corporation's board of directors has given its prior approval to either the
business combination or the transaction which resulted in the stockholder
becoming an "interested stockholder". On May 15, 1999 Board of Directors of the
Company consented to and approved the Merger Agreement, the Offer and the

Merger and the Purchaser's and Parent's acquisition of Shares pursuant to the
Offer and the Merger and, therefore, the Business Combination Statute is
inapplicable to the Offer and the Merger.

(b) ANTITRUST. The Offer and Merger are subject to the HSR Act, which
provides that certain acquisition transactions may not be consummated unless
certain information has been furnished to the Federal Trade Commission ("FTC")
and the Antitrust Division of the Department of Justice ("Antitrust Division")
and certain waiting period requirements have been satisfied. Each of Parent and
the Company intends to file a Notification and Report Form under the HSR Act
with respect to the Offer as soon as practicable.

The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as the Purchaser's acquisition of Shares
pursuant to the Offer. At any time before or after the Purchaser's acceptance
for payment of Shares, the FTC or the Antitrust Division could take such action
under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the acquisition of Shares pursuant to the
Offer or otherwise or seeking divestiture of Shares acquired by Purchaser or
divestiture of substantial assets of Purchaser or its subsidiaries. Private
parties and state attorney generals may also bring legal action under the
antitrust laws under certain circumstances. Based upon the Purchaser's
discussions with the Company and its examination of publicly available
information with respect to the Company, Purchaser believes that the acquisition
by Purchaser of the Shares will not violate the antitrust laws. Nevertheless,
there can be no assurance that a challenge to the Offer on antitrust grounds
will not be made, or, if such a challenge is made, of the result.

(c) INFORMATION STATEMENT. The Information Statement attached as Schedule
I hereto is being furnished in connection with the possible designation by the
Purchaser and Parent pursuant to the Merger Agreement, of certain persons to be
appointed to the Company's Board of Directors other than at a meeting of the
Company's stockholders.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1* Letter to Stockholders of Wyman-Gordon Company, dated May 21, 1999, from David
P. Gruber, Chairman and Chief Executive Officer of Wyman-Gordon Company*

Exhibit 2 Joint Press Release issued by Wyman-Gordon Company and Precision Castparts
Corp., dated May 17, 1999

Exhibit 3 Agreement and Plan of Merger dated May 17, 1999 among Precision Castparts
Corp., WGC Acquisition Corp. and Wyman-Gordon Company

Exhibit 4 Form of Executive Severance Agreement. Wyman-Gordon Company has entered into
such agreements with the following of its officers: David P. Gruber, J. Douglas
Whelan, Sanjay N. Shah, J. Stewart Smith, Colin Stead, Wallace F. Whitney, Jr.,
Frank J. Zugel, William T. McGovern and David J. Sulzbach

Exhibit 5 Form of Amendment to Severance Agreement. Wyman-Gordon Company has entered into
such amendments with the following of its officers: David P. Gruber, J. Douglas
Whelan, Sanjay N. Shah, J. Stewart Smith, Colin Stead, Wallace F. Whitney, Jr.,
Frank J. Zugel and William T. McGovern

Exhibit 6* Opinion dated May 17, 1999 of Goldman, Sachs & Co.*

- ------------------------

* Included in copies mailed to stockholders by Wyman-Gordon Company and
Precision Castparts Corp.

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.

Dated: May 21, 1999 WYMAN-GORDON COMPANY

BY: /S/ DAVID P. GRUBER
-----------------------------------------
David P. Gruber
Chairman and Chief Executive Officer

SCHEDULE I

WYMAN-GORDON COMPANY
244 WORCESTER STREET, P.O. BOX 8001
NORTH GRAFTON, MASSACHUSETTS 01536-8001

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER
------------------------

This Information Statement is being mailed on or about May 21, 1999 as part
of the Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") of Wyman-Gordon Company, a Massachusetts corporation (the "Company"), to
the holders of shares of common stock, par value $1.00 per share, of the Company
(the "Shares"). You are receiving this Information Statement in connection with
the possible election of the Purchaser Designees (as hereinafter defined) to
seats on the Board of Directors of the Company (the "Company Board").

The Company, Precision Castparts Corp., an Oregon corporation ("Parent"),
and WGC Acquisition Corp., a Massachusetts corporation and a wholly-owned
subsidiary of Parent ("Purchaser"), entered into an Agreement and Plan of Merger
dated as of May 17, 1999 (the "Merger Agreement"), pursuant to which (i) Parent
has caused the Purchaser to commence a tender offer (the "Offer") for all
outstanding Shares at a price of $20.00 per Share, net to the seller in cash,
without interest, and (ii) the Purchaser will be merged with and into the
Company (the "Merger"). As a result of the Offer and the Merger, the Company
will become a wholly-owned subsidiary of Parent.

The Merger Agreement requires the Company to take action to cause the
Purchaser Designees to be elected to the Company Board under the circumstances
described therein. See "Right to Designate Directors; Purchaser Designees"
below.

You are urged to read this Information Statement carefully. You are not,
however, required to take any action.

Pursuant to the Merger Agreement, the Purchaser commenced the Offer on May
21, 1999. The Offer is scheduled to expire at 12:00 midnight, New York City
time, on June 18, 1999. In certain circumstances, the Offer may be extended.

The information contained in this Information Statement concerning Parent,
the Purchaser and the Purchaser Designees has been furnished to the Company by
Parent, and the Company assumes no responsibility for the accuracy or
completeness of such information.

RIGHT TO DESIGNATE DIRECTORS; PURCHASER DESIGNEES

The Merger Agreement provides that, promptly upon the purchase of Shares
pursuant to the Offer, Parent shall be entitled to designate such number of
directors, rounded up to the next whole number, on the Company Board as is equal
to the product of (a) the total number of directors on the Company Board (after
giving effect to the directors designated by Parent pursuant to this sentence)
and (b) the percentage that the total votes represented by such number of Shares
in the election of directors of the Company so purchased bears to the total
votes represented by the number of Shares outstanding. In order to effect the
foregoing, the Company has agreed that it shall, upon request by Parent,
promptly increase the size of the Company Board and/or exercise its commercially
reasonable best efforts to secure the resignations of such number of its
directors as is necessary to enable Parent's designees (the "Purchaser
Designees") to be elected to the Company Board and shall take all actions to
cause Purchaser Designees to be so elected to the Company Board. In the event
that Purchaser Designees are elected to the Company Board, until the effective
time of the Merger (the "Effective Time"), the Company Board shall have at least
two directors who are directors on the date of the Merger Agreement (the
"Independent Directors"); provided that, in such event, if the number of
Independent Directors shall be reduced below two for any reason whatsoever,

the remaining Independent Director shall be entitled to designate the person to
fill such vacancy who shall be deemed to be an Independent Director for purposes
of the Merger Agreement or, if no Independent Director then remains, the other
directors shall designate two persons to fill such vacancies who shall not be
stockholders, affiliates or associates of Parent or Purchaser and such persons
shall be deemed to be Independent Directors for purposes of the Merger
Agreement. In addition, in the event that Purchaser Designees are elected to the
Company Board, after the acceptance for payment of Shares pursuant to the Offer
and prior to the Effective Time, the affirmative vote of a majority of the
Independent Directors shall be required in addition to any other applicable
requirement to (a) amend this Agreement in any material respect in a manner
adverse to any stockholder of the Company or any intended third-party
beneficiary of the Merger Agreement, (b) terminate the Merger Agreement by the
Company, (c) exercise or waive any of the Company's material rights, benefits or
remedies hereunder, or (d) extend the time for performance of Parent's or
Purchaser's respective obligations under the Merger Agreement.

As of the date of this Information Statement, Parent has not determined the
identity of the Purchaser Designees. However, the Purchaser Designees are
expected to be selected from among the directors and executive officers of
Parent. Certain information regarding the directors and executive officers of
Parent is contained in Annex I hereto. The Company also has not yet determined
the identity of the Independent Directors, although the Independent Directors
will be selected from among the current directors of the Company. Certain
information regarding the Company's directors is set forth below in "Information
Regarding Directors and Executive Officers of the Company."

None of the Purchaser Designees (i) is currently a director of, or holds any
position with, the Company, (ii) has a familial relationship with any directors
or executive officers of the Company or (iii) to the best knowledge of Parent,
beneficially owns any securities (or rights to acquire securities) of the
Company. The Company has been advised by Parent that, to the best of Parent's
knowledge, none of the Purchaser Designees has been involved in any transactions
with the Company or any of its directors, executive officers or affiliates which
are required to be disclosed pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"), except as may be
disclosed herein or in the Schedule 14D-9.

It is expected that the Purchaser Designees may assume office promptly
following the purchase by the Purchaser of such number of shares which satisfies
the Minimum Condition (as defined in the Merger Agreement) and the satisfaction
or waiver of certain other conditions set forth in the Merger Agreement, and
that, upon assuming office, the Purchaser Designees will thereafter constitute
at least two-thirds of the Company Board.

SHARE INFORMATION

The Shares are the only class of voting securities of the Company
outstanding. Each Share is entitled to one vote on each matter properly brought
before an annual or special meeting of stockholders of the Company. As of May
17, 1999, there were 35,538,733 Shares outstanding.

INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

BOARD OF DIRECTORS OF THE COMPANY AND COMMITTEES THEREOF

The Company Board currently consists of ten members who serve for staggered
three-year terms. The Company Board is composed of Messrs. David P. Gruber, J.
Douglas Whelan, E. Paul Casey, Warner S. Fletcher, Robert G. Foster, Charles W.
Grigg, M Howard Jacobson, Robert L. Leibensperger, Andrew E. Lietz, and David A.
White, Jr. Three individuals who served as directors during the fiscal year
ended May 31, 1998 ("Fiscal 1998") discontinued their affiliation with the
Company Board after the Company's last annual meeting held on October 21, 1998
(the "Annual Meeting"). Russell E. Fuller, had been a Director of the Company
since 1988. His term expired at the Annual Meeting and since Mr. Fuller had
reached the Company's mandatory retirement age for Directors, he did not stand
for re-election. H. John

S-2

Riley, Jr., who had been a Director since 1994 and whose term expired at the
Annual Meeting, decided not to stand for re-election. Judith S. King who had
been a Director since 1990, decided to retire from the Company Board.

During Fiscal 1998, the Company Board met 5 times. During Fiscal 1998,
except for Mr. Foster (who attended five out of seven meetings) and Mr.
Leibensperger (who served as a director for only a portion of Fiscal 1998 and
attended one out of two meetings) each director attended at least 75% of the
aggregate of (i) the total number of meetings of the Company Board (held during
the period for which such director served on the Company Board) and (ii) the
total number of meetings of all committees of the Company Board on which such
director served (during the periods for which such director served on such
committee or committees).

FINANCE AND AUDIT COMMITTEE. The Company Board has established a Finance
and Audit Committee currently consisting of Mr. Fletcher (Chairman), Mr.
Jacobson, Mr. Foster and Mr. White (the "Finance and Audit Committee"). The
principal functions of this committee are to monitor the overall financial
condition of the Company, to provide oversight of pension and employee savings
plan investments, to review the systems of internal control, to recommend the
engaging or discharging of independent auditors, to consider the scope of the
annual audit, and to review the audit. The Finance and Audit Committee and its
predecessor Audit Committee each met once during Fiscal 1998.

COMPENSATION COMMITTEE. The Company Board also has a Compensation Committee
currently consisting of Messrs. Casey (Chairman), Lietz and Grigg. Its principal
functions are to review and determine remuneration arrangements for senior
management and to administer awards under the Company's long-term incentive
programs. This committee held four meetings during the Fiscal 1998.

DIRECTORS COMMITTEE. The members of the Directors Committee are Mr.
Jacobson (Chairman), Mr. Casey, Mr. Gruber and Mr. Leibensperger. Its principal
functions are to assist in the identification of nominees for positions on the
Company Board and to advise on the structure and operation of the Company Board.
This committee met once during the Fiscal 1998.

BIOGRAPHICAL INFORMATION REGARDING DIRECTORS

The following biographical descriptions set forth certain information with
respect to the members of the Company Board, based on information furnished to
the Company by each director.

DAVID P. GRUBER, age 57, was elected Chairman and Chief Executive Officer of
the Company on October 15, 1997, having previously served as President and Chief
Executive Officer since May 1994 and as President and Chief Operating Officer
since he joined the Company in October 1991. Prior to joining the Company, Mr.
Gruber served as Vice President, Advanced Ceramics, of Compagnie de Saint Gobain
(which acquired Norton Company in 1990), a position he held with Norton Company
since 1987. Mr. Gruber previously held various executive and technical positions
with Norton Company since 1978. He is a Director of State Street Corporation, a
Trustee of the Manufacturers' Alliance for Productivity and Innovation, and a
member of the Mechanical Engineering Advisory Committee of Worcester Polytechnic
Institute.

J. DOUGLAS WHELAN, age 60, was elected President and Chief Operating Officer
of the Company on October 15, 1997, having previously served as President,
Forgings since he joined the Company in March 1994. He joined the Company's
Board of Directors in 1998. Prior to joining the Company, he had served for a
short time as the President of Latish Co., Inc., a forging company in Cudahy,
Wisconsin, and prior thereto, had been Vice President, Operations of Cameron,
with which company and its predecessors he had been employed since 1965 in
various executive capacities. Mr. Whelan is a Director of Sifco Industries, Inc.
and a member of the President's Council of the Manufacturers' Alliance for
Productivity and Innovation.

S-3

E. PAUL CASEY, age 69, Chairman and General Partner, Metapoint Partners,
Peabody, Massachusetts (an investment partnership which he established in 1988),
has been a Director of the Company since 1993. He served as Vice Chairman of
Textron, Inc. from 1986 to 1987 and as Chief Executive Officer and President of
Ex-Cell-O Corporation during 1978 to 1986. Mr. Casey is a Director of Comerica,
Inc. and Hood Enterprises, Inc., a Trustee of Henry Ford Health Care System and
President of the Hobe Sound, Florida Community Chest.

WARNER S. FLETCHER, age 54, Attorney and Director of the law firm of
Fletcher, Tilton & Whipple, P.C., Worcester, Massachusetts, has been a Director
of the Company since 1987. Mr. Fletcher is an Advisory Director of Bank of
Boston, Worcester. He is also Chairman of The Stoddard Charitable Trust, a
Trustee of The Fletcher Foundation, the George I. Alden Trust, Worcester
Polytechnic Institute, Worcester Foundation for Experimental Biology, Bancroft
School and the Worcester Art Museum.

ROBERT G. FOSTER, age 60, President, Chief Executive Officer and Chairman of
the Board of Commonwealth BioVentures, Inc., Portland, Maine (a venture capital
company engaged in biotechnology) since 1987. Director of the Company since
1989. Term expires in 2000. Mr. Foster is also a founding partner of Masthead
Venture Partners LLC, a venture capital company focused on early stage
technology companies. He is a director of Epic Pharmaceuticals, Phytera, Inc.,
Intellicare America, Capricorn, Meridan Medical Technologies and the Small
Enterprise Growth Fund for the State of Maine.

CHARLES W. GRIGG, age 59, Chairman and Chief Executive Officer of SPS
Technologies, Inc. (a manufacturer of high technology products in the field of
fastening, precision components and materials handling), was elected a Director
in 1996. Prior to joining SPS Technologies in 1993, Mr. Grigg spent ten years at
Watts Industries, Inc. (a Massachusetts manufacturer of valves for industrial
applications), the last nine of which as President and Chief Operating Officer.

M HOWARD JACOBSON, age 66, Senior Advisor, Bankers Trust, New York, has been
a Director of the Company since 1993. Mr. Jacobson was for many years President
and Treasurer and a Director of Idle Wild Foods, Inc. until that company was
sold in 1986. Mr. Jacobson is a Director of Allmerica Financial Corporation, and
Stonyfield Farm, Inc. He is a Trustee of WGBH Public Broadcasting, the Worcester
Foundation for Biomedical Research, the Worcester Polytechnic Institute, and the
University of Massachusetts Memorial Healthcare and a member of the Harvard
University Overseers' Committee on University Resources. He is also a member of
the Commonwealth of Massachusetts Board of Higher Education.

ROBERT L. LEIBENSPERGER, age 61, Executive Vice President, Chief Operating
Officer and President -- Bearings of The Timken Company, Canton, Ohio (a
manufacturer of precision bearings.) Mr. Leibensperger joined the Company's
Board of Directors in January 1998. Mr. Leibensperger has been employed by The
Timken Company since 1960, where he held various research, engineering, sales
and marketing, and executive positions. Mr. Leibensperger is a member of the
American Bearing Manufacturers Association Executive Committee, the Council on
Competitiveness Global R&D Committee, the Stark County (Ohio) Capital Campaigns
Committee, the Cultural Center for the Arts (Canton, Ohio) House & Grounds
Committee and the Goodwill Industries (Canton, Ohio) Transportation Services
Committee.

ANDREW E. LIETZ, age 60, President and Chief Executive Officer and Director
of HADCO Corporation, Salem, New Hampshire. (Manufacturer of electronic
interconnect products.) Mr. Lietz joined the Company's Board of Directors in
January 1998. Mr. Lietz has held various executive positions with HADCO
Corporation since 1984. He is director of EnergyNorth, Inc., Business and
Industry Association and National Electronics Manufacturing Initiative, as well
as a member of the advisory Board of New Hampshire Whittemore School of Business
and the Executive Committee of New Hampshire Industrial Research Center.

DAVID A. WHITE, JR., age 57, Senior Vice President of Strategic Planning for
Cooper, was elected a Director in 1996. Since joining Cooper as a Planning
Analyst in 1971, Mr. White has served in various planning and finance
capacities. In 1980, he was named Vice President and General Manager of the

S-4

Cooper Power Tools Division and in 1988 he became Vice President, Corporate
Planning and Development. He assumed his present position in 1996. Mr. White
serves as Vice Chairman of the Strategic Planning and Development Council of the
Manufacturers' Alliance for Productivity and Innovation.

BIOGRAPHICAL INFORMATION REGARDING EXECUTIVE OFFICERS OF THE COMPANY

The following biographical descriptions set forth certain information with
respect to the executive officers of the Company, based on information furnished
to the Company by each executive officer.

DAVID P. GRUBER is the Company's Chairman and Chief Executive Officer. For
biographical information regarding Mr. Gruber, see "--Biographical Information
Regarding Directors" above.

J. DOUGLAS WHELAN is the Company's President and Chief Operating Officer.
For biographical information regarding Mr. Whelan, see "--Biographical
Information Regarding Directors" above.

SANJAY N. SHAH , age 49, was elected Vice President, Corporate Strategy
Planning and Business Development in May 1994, having previously served as Vice
President and Assistant General Manager of the Company's Aerospace Forgings
Division. He has held a number of executive, research, engineering and
manufacturing positions at the Company since joining the Company in 1975.

J. STEWART SMITH , age 56, was elected President, Manufacturing of the
Company on October 15, 1997, having previously served as Vice President,
Manufacturing and Engineering of the Forgings Division since 1994. Prior to that
time, Mr. Smith had held various technical and manufacturing positions with
Cameron and its predecessors since 1978.

COLIN STEAD, age 59, was elected Senior Vice President, Quality and
Technology of the Company on October 15, 1997, having previously served as Vice
President, Quality and Metallurgy of the Forgings Division since 1994. Prior
thereto, he had served in various technical and quality positions with Cameron
and its predecessors since 1984.

WALLACE F. WHITNEY, JR., age 56, joined the Company in 1991. Prior to that
time, he had been Vice President, General Counsel and Secretary of Norton
Company since 1988, where he had been employed in various legal capacities since
1973.

FRANK J. ZUGEL , age 53, was elected President, Marketing of the Company on
October 15, 1997, having previously served as President, Investment Castings,
since he joined the Company in 1993. Prior to that time, he had served as
President of Stainless Steel Products, Inc., a metal fabricator for aerospace
applications, since 1992.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS. Directors of the Company who are also employees receive no
additional compensation for their services as a director. Non-employee directors
are entitled to receive $15,000 per year for their services as a director plus a
fee of $1,000 for each Board and Committee meeting attended. Committee chairmen
receive an additional annual retainer of $2,000. Non-employee directors also
receive an additional annual retainer of $5,000 paid in shares of restricted
stock valued as of the date of each Annual Meeting of the Stockholders of the
Company. All directors of the Company are reimbursed for travel expenses
incurred in attending meetings of the Company Board and its committees.

EXECUTIVE OFFICERS. The following table sets forth the remuneration of the
Company's Chief Executive Officer and each of the four most highly compensated
executive officers at May 31, 1998 for services rendered to the Company during
its fiscal year then ended and the Company's prior two fiscal years ended May
31, 1997 and 1996.

S-5

SUMMARY COMPENSATION TABLE

LONG TERM
AWARDS
ANNUAL ------------------------
FISCAL COMPENSATION PERFORMANCE NUMBER
YEAR ---------------------- SHARE OF ALL OTHER
NAME AND PRINCIPAL POSITION ENDED SALARY BONUS AWARDS OPTIONS COMPENSATION (1)
- -------------------------------------- ----------- ---------- ---------- ------------- --------- ----------------

David P. Gruber (4)................... 1998 $ 458,340 $ 85,000 -- -- $ 24,738
Chairman and Chief Executive Officer 1997 400,004 286,875 -- -- 16,001
1996 333,336 262,500 28,500(2) 165,000 10,577

J. Douglas Whelan (4)................. 1998 295,833 45,000 -- -- 18,144
President and Chief Operating 1997 242,333 123,750 -- -- 14,677
Officer 1996 204,000 428,400 19,000(2) 104,500 6,916

Edward J. Davis (3)................... 1998 64,169 30,000 -- 75,000 880
Vice President, Chief Financial 1997 -- -- -- -- --
Officer 1996 -- -- -- -- --

Wallace F. Whitney, Jr. (4)........... 1998 184,168 20,460 -- -- 9,744
Vice President, General Counsel and 1997 173,340 78,000 -- -- 6,872
Clerk 1996 161,500 82,500 14,000(2) 78,000 6,222

Frank J. Zugel(4)..................... 1998 215,004 28,600 -- -- 13,110
President, Marketing 1997 198,335 76,200 -- -- 9,569
1996 184,015 30,400 19,000(2) 104,500 6,886

- ------------------------

(1) Consists of group term life insurance premiums, the value of the Shares
allocated to the executive's account under the Company's Savings/Investment
Plan and Deferred Compensation Plan as a matching contribution, in the case
of Mr. Whelan and moving expense reimbursement and related income tax
gross-up in 1998, and in the case of Mr. Zugel, automobile allowance.

(2) These Shares were issued to Messrs. Gruber, Whelan, Whitney, and Zugel
pursuant to the Company's Long-term Incentive Plan. Such Shares are subject
to restrictions and risk of forfeiture. At May 31, 1998 these Shares issued
to Messrs. Gruber, Whelan, Whitney, and Zugel had market values of $565,013,
$376,675, $277,550, and $376,675, respectively. The holders of such Shares
are entitled to receive dividends, if any, paid by the Company with respect
to such Shares.

(3) Mr. Davis joined the Company in February 1998 and accordingly, the
information presented in the Summary Compensation Table reflects
compensation from February through the May 31 fiscal year end. Upon joining
the Company in February 1998, Mr. Davis received options to purchase 75,000
Shares. Effective March 26, 1999, Mr. Davis resigned from his positions with
the Company.

(4) During the Company's fiscal year ended May 31, 1998 Messrs. Gruber, Whelan,
Whitney and Zugel were not granted any stock options because such officers
participate in the Company's Executive Long-Term Incentive Plan.

S-6

OPTION EXERCISES AND YEAR-END HOLDINGS. The following table sets forth the
aggregate number of options and stock appreciation rights ("SAR's") exercised in
Fiscal 1998 and the value of options/SAR's held at the end of Fiscal 1998 by the
Company's Chief Executive Officer and each of the four (4) other most highly
compensated executive officers of the Company. Options granted prior to 1992 had
SAR's attached. No SAR's are attached to the options granted since 1991.

AGGREGATE OPTION/SAR EXERCISES IN THE COMPANY'S 1998 FISCAL YEAR
AND MAY 31, 1998 OPTION/SAR VALUES

VALUE OF
UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S AT OPTIONS/SAR'S
FISCAL AT FISCAL
SHARES YEAR-END(#) YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE EXERCISABLE
NAME EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------- ------------ --------------------- -------------------

David P. Gruber.......................... 94,000 $ 2,125,747 134,167/43,833 641,750/175,789
J. Douglas Whelan........................ 38,750 427,501 46,417/27,333 262,523/102,164
Edward J. Davis.......................... -- -- 0/75,000 0/0
Wallace F. Whitney, Jr................... 14,000 299,250 121,583/20,417 1,175,476/77,023
Frank J. Zugel........................... 22,873 247,281 74,126/27,333 417,001/102,164

- ------------------------

(1) The value of an SAR attached to an option granted prior to 1992 is equal to
80% of the excess of the fair market value of Shares of the Company's common
stock on the date of exercise over the exercise price of such option.

AGREEMENTS WITH MANAGEMENT

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

At the time of his election as President and Chief Executive Officer in
1994, Mr. Gruber and the Company entered into an agreement that provides for a
two year rolling term of employment and for continuation of employee benefits in
the event of termination of his employment under specified conditions. Mr.
Gruber and the Company have also entered into a severance agreement, a
performance share agreement and irrevocable trust arrangement, as well as the
agreements pursuant to the LTIP (as defined below). In addition, when Mr. Gruber
became Chief Executive Officer the Compensation Committee of the Company Board
granted him 150,000 Shares under a performance share agreement at which time the
Company's stock price was $5.125 per Share. The Shares granted to Mr. Gruber
pursuant to this agreement are subject to restrictions. Under the performance
share agreement, the Shares vested in Mr. Gruber only if he remained in the
employ of the Company for a period of five years and if the Company's stock
reached target price levels of at least $10 per Share with full vesting at $12
per Share. The $12 target has been achieved, and consequently the Compensation
Committee of the Company Board has approved an arrangement whereby the 150,000
Shares were transferred to an irrevocable trust that will hold the Shares until
May 24, 1999 when they will be distributed to Mr. Gruber or his estate. Mr.
Gruber now beneficially owns 193,530 Shares, including the 150,000 Shares issued
to him in accordance with his performance share agreement and the 28,500 Shares
granted to him under the LTIP (as defined below). In addition, Mr. Gruber has
been granted options to purchase a total of 178,000 Shares.

SEVERANCE AGREEMENTS

The Company has entered into severance agreements with each of its executive
officers, that would provide such officers with specified benefits in the event
of termination of employment within three years following a change of control of
the Company when both employment termination and such change in control occur
under conditions defined in the agreements. Such benefits include a payment
equal to a maximum of 250% of the executive officer's annual compensation,
continuation of insurance coverages for up to twenty-four months following
termination and accelerated vesting of existing options and stock

S-7

appreciation rights and certain benefits under the Company's deferred
compensation plan. No benefits are payable under the severance agreements in the
event of an executive officer's termination for cause, in the event of
retirement, disability or death or in cases of voluntary termination in
circumstances other than those specified in the agreements that would entitle an
executive officer to benefits.

EXECUTIVE LONG-TERM INCENTIVE PLAN

In 1996 the Committee developed an Executive Long-Term Incentive Plan
("LTIP") which results in significant payouts to the participants if significant
price appreciation in the Company's stock is achieved. Under the LTIP the
Company's executive officers (including Messrs. Gruber, Whelan, Whitney and
Zugel) and other key executives will not participate in the annual grant of
stock options for the five year term of the LTIP. The LTIP provides for a
one-time grant of stock options which are the normal options under the Company's
stock option plan except that they vest in equal installments over four years
rather than three. The second element of the plan consists of performance stock
options that are ten year options that vest upon the achievement of certain
stock prices. For example, 10% of the performance stock options vest if the
stock reaches $21.00 per Share, and at $30.00 per Share the performance stock
options become fully vested. In any event, the options vest seven years after
the date of grant. The third element of the LTIP consists of performance shares
which are subject to risk of loss and forfeiture if the price of the Shares does
not achieve certain price levels. The price levels are the same as under the
performance stock options, and if the stock reaches a price of $21.00 per Share,
10% of the performance shares vest and are not subject to forfeiture. Similarly
if the price reaches $30.00 per Share, the performance shares vest in their
entirety. If the stock fails to reach the target levels during the five year
term of the LTIP, then the performance shares are forfeited to the extent the
target levels have not been attained. At the time of the grants to executive
officers under the LTIP on April 17, 1996, the price of the Company's stock was
$16 5/8 per Share. As of September 15, 1997 the price of the Company's stock had
reached the $27 per Share level and therefore 80% of the performance stock
options have vested and restrictions on 80% of the performance shares have
lapsed. Under the terms of the LTIP, the Committee has granted 202,125 stock
options, 928,375 performance stock options, and 226,800 performance shares,
including the grant to Mr. Gruber of 25,000 stock options, 115,000 performance
stock options and 28,500 performance shares. In the event of a change of control
of the Company, any remaining stock options, performance stock options and
performance shares immediately vest and any and all restrictions lapse.

TOTAL STOCKHOLDER RETURN

The graph presented below compares the yearly percentage change in the
Company's cumulative total stockholder return, assuming dividend reinvestment,
with the cumulative total return of the Dow Jones Equity Market Index, a broad
market index, and the Dow Jones Aerospace & Defense Sector index, which includes
several of the Company's most significant customers and other aerospace industry
companies, for the five-year period ending May 31, 1998.

The Stock Performance Graph assumes an investment of $100 in each of the
Company and the two indices, and the reinvestment of any dividends. The
historical information set forth below is not necessarily indicative of future
performance.

S-8

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

AEROSPACE & DEFENSE EQUITY MKT. INDEX WYMAN-GORDON CO.

5/28/93 $100.00 $100.00 $100.00
5/27/94 $125.50 $104.20 $125.10
6/2/95 $175.10 $124.40 $219.90
5/31/96 $259.80 $160.20 $342.60
5/30/97 $314.10 $206.10 $446.60
5/29/98 $334.70 $270.50 $390.20

5/28/93 5/27/94 6/2/95 5/31/96 5/30/97
----------- ----------- --------- ----------- -----------

Aerospace & Defense......................................... 100 125.5 175.1 259.8 314.1
Equity Mkt. Index........................................... 100 104.2 124.4 160.2 206.1
Wyman-Gordon Co............................................. 100 125.1 219.9 342.6 446.6

5/29/98
-----------

Aerospace & Defense......................................... 334.7
Equity Mkt. Index........................................... 270.5
Wyman-Gordon Co............................................. 390.2

COMPENSATION COMMITTEE REPORT

OVERALL POLICY

The Compensation Committee (the "Committee") of the Board of Directors is
composed entirely of non-employee directors. The Committee is responsible for
setting and administering the policies that govern the Company's executive
compensation and stock ownership programs.

The Company's executive compensation program is designed to be closely
linked to corporate performance and return to stockholders. To this end, the
Company maintains an overall compensation policy and specific compensation plans
that tie a significant portion of executive compensation to the Company's
success in meeting specified annual performance goals and to appreciation in the
Company's stock price. The overall objectives of this strategy are to attract
and retain talented executives, to motivate these executives to achieve the
goals inherent in the Company's business strategy, to link executive and
stockholder interests through equity based incentive plans and finally to
provide a compensation package that recognizes individual contributions as well
as overall business results.

The Committee approves the compensation of David P. Gruber, Chairman and
Chief Executive Officer, and other corporate executives, including Messrs.
Davis, Whelan, Whitney and Zugel. The Committee also sets policies in order to
ensure consistency throughout the executive compensation program. In reviewing
the individual performance of the executives whose compensation is determined by
the Committee (other than Mr. Gruber), the Committee takes into account Mr.
Gruber's evaluation of their performance.

There are three principal elements of the Company's executive compensation
program: base salary, annual bonus and long-term stock-based incentives
consisting of stock options and performance share grants. The Committee's
policies with respect to each of these elements, including the bases for the
compensation awarded to Mr. Gruber, are discussed below. In addition, while the
elements of compensation described below are considered separately, the
Committee takes into account the full compensation package provided by the
Company to the individual, including pension benefits, supplemental retirement

S-9

benefits, savings plans, severance plans, insurance and other benefits, as well
as the programs described below. In carrying out its responsibilities the
Committee has in recent years obtained advice from William M. Mercer & Co. and
Towers Perrin, compensation consulting firms.

BASE SALARIES

Base salaries for new executive officers are initially determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace, including a
comparison to base salaries for comparable positions at other companies.

Annual salary adjustments are determined by evaluating the performance of
the Company and of each executive officer, and also take into account changed
responsibilities. The Committee also uses industry surveys to assist in ensuring
that executive salaries are consistent with industry practice.

Mr. Gruber serves as Chairman and Chief Executive Officer of the Company
pursuant to a May 16, 1994 Employment Agreement. Mr. Gruber's Employment
Agreement calls for the payment of an annual base salary of $300,000 during his
service as the Company's Chief Executive Officer or such higher amount as the
Board may determine. The Committee and the Board have set Mr. Gruber's annual
salary at $475,000 and have voted to increase such annual salary to $510,000
effective October 1998.

ANNUAL BONUS

The Company maintains a Management Incentive Plan ("MIP") under which
executive officers are eligible for an annual cash bonus. The Committee approves
individual employee's participation in, and awards under, the MIP based on
recommendations of Mr. Gruber. The Committee established goals for earnings per
share and return on investment as the basis of MIP payouts for Fiscal Year 1998.
In addition, the Committee retained a 20% discretionary factor in determining
annual incentive compensation. Under the MIP, Mr. Gruber can receive an
incentive payment up to 90% of his base salary. For other participants in the
MIP, the maximum bonus opportunities range from 55% to 75% of base salary. Due
in large measure to the unexpected problems with the Company's 29,000 ton press
in Houston, the Company did not meet its goals for earnings per share and return
on investment for Fiscal Year 1998. Recognizing, however, the efforts by
management in overcoming the problems created by the press outage, the Committee
authorized bonus payments equal to the 20% discretionary factor. As a result,
Mr. Gruber earned a bonus of $85,500 for Fiscal Year 1998 while other executive
officers earned bonuses ranging from 11% to 15% of base salary.

STOCK BASED COMPENSATION

Under the Company's 1997 Long-Term Incentive Plan, which was approved by
stockholders at the 1997 Annual Meeting of Stockholders, and under predecessor
plans, options with respect to the Company's common stock may be granted to the
Company's key employees. In addition, the Committee may grant other stock-based
awards such as restricted shares, performance shares, phantom shares,
performance units and bonus awards. The Committee sets guidelines for the size
of awards based on similar factors, including industry surveys, as those used to
determine base salaries and annual bonus.

Stock-based compensation is designed to align the interests of executives
with those of the stockholders. The approach is designed to provide an incentive
for the creation of stockholder value since the benefit of the compensation
package cannot be realized unless stock price appreciates. In the past the
Committee has made annual grants of stock options, and during the Company's 1998
Fiscal Year the Committee granted options to a total of 124 key employees. The
Committee believes that broad dissemination of options within the Company
enhances the benefits to the Company of stock-based incentives. The Committee
also believes that significant equity interests in the Company held by the
Company's management align the interests of stockholders and management and
foster an emphasis on the creation of stockholder value.

In order to focus on the creation of long-term stockholder value, and with
the advice of Towers Perrin, in 1996 the Committee developed an Executive
Long-Term Incentive Plan ("LTIP") which results in

S-10

significant payouts to the participants if significant price appreciation in the
Company's stock is achieved. Under the LTIP the Company's executive officers
(including Messrs. Gruber, Whelan, Whitney and Zugel) and other key executives
will not participate in the annual grant of stock options for the five year term
of the LTIP. The LTIP provides for a one-time grant of stock options which are
the normal options under the Company's stock option plan except that they vest
in equal installments over four years rather than three. The second element of
the plan consists of performance stock options that are ten year options that
vest upon the achievement of certain stock prices. For example, 10% of the
performance stock options vest if the stock reaches $21.00 per Share, and at
$30.00 per Share the performance stock options become fully vested. In any
event, the options vest seven years after the date of grant. The third element
of the LTIP consists of performance shares which are subject to risk of loss and
forfeiture if the price of the Shares does not achieve certain price levels. The
price levels are the same as under the performance stock options, and if the
stock reaches a price of $21.00 per Share, 10% of the performance shares vest
and are not subject to forfeiture. Similarly if the price reaches $30.00 per
Share, the performance shares vest in their entirety. If the stock fails to
reach the target levels during the five year term of the LTIP, then the
performance shares are forfeited to the extent the target levels have not been
attained. At the time of the grants to executive officers under the LTIP on
April 17, 1996, the price of the Company's stock was $16 5/8 per Share. As of
September 15, 1997 the price of the Company's stock had reached the $27 per
Share level and therefore 80% of the performance stock options have vested and
restrictions on 80% of the performance shares have lapsed. Under the terms of
the LTIP, the Committee has granted 202,125 stock options, 928,375 performance
stock options, and 226,800 performance shares, including the grant to Mr. Gruber
of 25,000 stock options, 115,000 performance stock options and 28,500
performance shares.

When Mr. Gruber became Chief Executive Officer on May 24, 1994 the Committee
granted him 150,000 Shares under a Performance Share Agreement at which time the
Company's stock price was $5.125 per Share. The Shares granted to Mr. Gruber
pursuant to this Agreement are subject to restrictions. Under the Performance
Share Agreement, the Shares vested in Mr. Gruber only if he remained in the
employ of the Company for a period of five years and if the Company's stock
reached target price levels of at least $10 per Share with full vesting at $12
per Share. The $12 target has been achieved, and consequently the Committee has
approved an arrangement whereby the 150,000 Shares were transferred to an
irrevocable trust that will hold the Shares until May 24, 1999 when they will be
distributed to Mr. Gruber or his estate. Mr. Gruber now beneficially owns
185,852 Shares, including the 150,000 Shares issued to him in accordance with
the Performance Share Agreement and the 28,500 Shares granted to him under the
LTIP. In addition, Mr. Gruber has been granted options to purchase a total of
372,000 Shares.

TAX MATTERS

The Omnibus Budget Reconciliation Act of 1993 imposes a limit, with certain
exceptions, on the amount that a publicly held corporation may deduct in any
year for the compensation paid or accrued with respect to its five most highly
compensated officers. The Committee intends to try to preserve the tax
deductibility of all executive compensation while maintaining the Company's
compensation program as described in this report. Towards this end the Company's
1997 Long-Term Incentive Plan approved by the shareholders at the 1997 Annual
Meeting of Shareholders has been designed in such a manner so that awards
thereunder to the Company's executive officers, including LTIP awards, will
qualify as performance-based compensation and, therefore, deductible by the
Company.

CONCLUSION

Through the incentive and stock-based option programs described above, a
significant portion of the Company's executive compensation is linked directly
to individual and corporate performance and stock price appreciation. The
Committee intends to continue the policy of linking executive compensation to
corporate performance and return to stockholders.

E. PAUL CASEY, CHAIRMAN
CHARLES W. GRIGG
JUDITH S. KING
H. JOHN RILEY, JR.

S-11

SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS

The following table sets forth as of May 17, 1999 (except as otherwise
indicated) certain information regarding the beneficial ownership of the Shares
of the Company's common stock by (i) each person or "group" (as that term is
defined in Section 13(d)(3) of the Exchange Act) known by the Company to be the
beneficial owner of 5% or more of the outstanding Shares, (ii) each of the
Company's directors, nominees for director and executive officers and (iii) all
directors and executive officers as a group. Except as otherwise indicated, each
person listed below has sole voting and investment power over the shares of
Common Stock shown as beneficially owned.

NUMBER OF SHARES OPTIONS
BENEFICIALLY OWNED EXCERCISABLE PERCENT OF
NAME (1) WITHIN 60 DAYS CLASS (2)
- ----------------------------------------------------------- -------------------- ------------------ -------------

ICM Asset Management, Inc. (3)............................. 3,649,523 10.3%
601 W. Main Ave., Suite 600
Spokane, WA 99201

Scudder Kemper Investments, Inc.(4)........................ 2,130,500 6.0%
345 Park Ave.
New York, NY 10154

Directors and Officers:
E. Paul Casey............................................ 25,372 3,999
Warner S. Fletcher (5)(6)................................ 2,684,349 3,999 7.6%
Robert G. Foster......................................... 1,072 3,999
Charles W. Grigg......................................... 3,372 1,666
David P. Gruber.......................................... 193,530 148,750
M Howard Jacobson........................................ 1,372 3,999
Robert L. Leibensperger.................................. 1,372 666
Andrew E. Lietz.......................................... 5,372 666
William T. McGovern...................................... -- --
Sanjay N. Shah........................................... 14,247 151,340
J. Stewart Smith......................................... 10,010 9,395
Colin Stead.............................................. 15,040 25,792
J. Douglas Whelan........................................ 24,491 54,000
David A. White, Jr....................................... 1,500 1,666
Wallace F. Whitney, Jr................................... 12,507 122,375
Frank J. Zugel........................................... 24,463 75,709
All directors and executive officers as a
group (5)(6)........................................... 815,456 608,021 4.0%

- ------------------------

(1) The address of all directors and executive officers is Wyman-Gordon Company,
244 Worcester Street, North Grafton, MA 01536

(2) Unless otherwise indicated, less than one percent. Includes exercisable
options.

(3) Based on information contained in a Schedule 13G filed by ICM Asset
Management, Inc. with the Securities and Exchange Commission on March 10,
1999.

(4) Based on information contained in a Schedule 13G filed by Scudder Kemper
Investments, Inc. with the Securities and Exchange Commission on February
16, 1999.

(5) Warner S. Fletcher is one of the five trustees of The Stoddard Charitable
Trust (the "Stoddard Trust"), a charitable trust which owns 1,458,000
Shares. The Shares owned by the Stoddard Trust are

S-12

therefore reported in the above table. Mr. Fletcher disclaims any beneficial
interest in the Shares owned by the Stoddard Trust.

(6) Mr. Fletcher is a trustee of the Fletcher Foundation, which holds 311,000
Shares and of other trusts that hold 119,880 Shares for the benefit of
Judith S. King, a former director of the Company, and her sister, who are
his cousins, and 313,733 Shares for the benefit of his sister. Although the
Shares owned by the Fletcher Foundation and by such trusts are therefore
reported in the above table, Mr. Fletcher disclaims beneficial ownership of
such Shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange. Officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on a review of
the copies of such reports and amendments thereto furnished to the Company and
written representations that no other reports were required during, or with
respect to, Fiscal 1998, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners were
satisfied except for the Securities and Exchange Commission filings on Form 4
for a former director of the Company which were not timely filed. Such filings
have been subsequently corrected.

S-13

ANNEX I

DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER AND PARENT

Set forth in the table below are the names and present principal occupations
or employments, and the material occupations, positions, offices, and
employments during the past five years, for the directors and corporate officers
of WGC Acquisition Corp. and Precision Castparts Corp., and the name, principal
business and address for any corporation or other organization in which such
employment is carried on. Each person listed below is of United States
citizenship (except for Mr. Waite, who is a British citizen) and, unless
otherwise indicated, positions have been held for the past five years. Directors
are identified by an asterisk (*) and the year in which such person became a
director is indicated in parentheses.

PRECISION CASTPARTS CORP.

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND RESIDENCE (AND PRINCIPAL BUSINESS); MATERIAL POSITIONS
OR BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
- ------------------------------------- --------------------------------------------------------------------------

William C. McCormick* (1986)......... Chairman of PCC since October 1994; Chief Executive Officer of PCC since
Precision Castparts Corp. August 1991
4650 SW Macadam, Suite 440
Portland, OR 97201

Vernon E. Oechsle* (1996)............ President and Chief Executive Officer of Quanex Corporation, a
Precision Castparts Corp.+ manufacturer of steel bars, aluminum shapes and steel tubes and pipes,
since 1995; formerly Chief Operating Officer of Quanex Corporation

Peter R. Bridenbaugh* (1995)......... Retired; through December 1997, Executive Vice President -- Automotive,
Precision Castparts Corp.+ Aluminum Co. of America, an integrated producer of aluminum and other
products for the packaging, aerospace, automotive, building and
construction, and commercial and industrial markets; from 1994-1996,
Executive Vice President and Chief Technical Officer, Aluminum Co. of
America

Steven G. Rothmeier* (1994).......... Chairman and Chief Executive Officer of Great Northern Capital, a private
Precision Castparts Corp.+ investment and merchant banking firm

Dean T. DuCray* (1996)............... Retired; until April 1998, Vice President and Chief Financial Officer of
Precision Castparts Corp.+ York International Corporation, a manufacturer of heating, air
conditioning, ventilation and refrigeration equipment

Don R. Graber* (1995)................ President and Chief Executive Officer of Huffy Corporation, a manufacturer
Precision Castparts Corp.+ of outdoor leisure equipment and provider of retail services, since
December 1997; from 1996 to 1997, President and Chief Operating Officer of
Huffy Corporation; previously, President of Worldwide Household Products
Group, The Black & Decker Corporation; from 1992 to 1994, President of
Black & Decker International Group

Roy M. Marvin* (1967)................ Retired; Through May 1996, Vice President-Administration and Secretary of
Precision Castparts Corp.+ PCC

William D. Larsson................... Vice President and Chief Financial Officer of PCC
Precision Castparts Corp.+

S-14

Peter G. Waite....................... Executive Vice President of PCC and President of PCC Airfoils, Inc.
Precision Castparts Corp.+

Mark Donegan......................... Executive Vice President of PCC and President of PCC Structurals, Inc.
Precision Castparts Corp.+

David W. Norris...................... Executive Vice President of PCC and President of PCC Flow Technologies,
Precision Castparts Corp.+ Inc. since 1996; from 1991-1996, President of Keystone Controls (North
America) Division of Keystone International, Inc.

Gregory M. Delaney................... Executive Vice President of PCC and President of PCC Specialty Products,
Precision Castparts Corp.+ Inc. since 1998; from 1997-1998, President of Wygand Industrial Division
of Emerson Electric Company; from 1996-1997, Executive Vice President of
Sales, Marketing and Engineering, Wygand Industrial Division of Emerson
Electric Company; from 1995-1996, Vice President of Marketing,
Refrigerator Division of Copeland Corporation, a subsidiary of Emerson
Electric Company

James A. Johnson..................... Treasurer of PCC
Precision Castparts Corp.+

Shawn R. Hagel....................... Corporate Controller of PCC since 1997; from 1995-1997, Manager of
Precision Castparts Corp.+ Financial Reporting of PCC; from 1993-1995, Manager, Deloitte & Touche LLP

Mark R. Roskopf...................... Director of Taxes of PCC since 1999; from 1997-1999, Director of
Precision Castparts Corp.+ International Tax, Case Corporation; from 1993-1997, Manager of Tax
Reporting, Case Corporation

WGC ACQUISITION CORP.

William C. McCormick*................ Chairman of PCC since October 1994; Chief Executive Officer of PCC since
WGC Acquisition Corp.+ August 1991; Chief Executive Officer of the Purchaser
4650 SW Macadam, Suite 440
Portland, OR 97201

William D. Larsson*.................. Vice President and Chief Financial Officer of PCC; Vice President of the
WGC Acquisition Corp.+ Purchser

- ------------------------

+ The principal business address of the corporation or other organization for
which the listed individual's principal occupation is conducted is set forth
at the first place at which the name of such corporation or other
organization appears in this Annex I.

S-15