SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 5 TO SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 WYMAN-GORDON COMPANY (Name of Subject Company) WYMAN-GORDON COMPANY (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 983085 10 1 ------------------------------------ (CUSIP Number of Class of Securities) DAVID P. GRUBER CHAIRMAN AND CHIEF EXECUTIVE OFFICER WYMAN-GORDON COMPANY 244 WORCESTER STREET P.O. BOX 8001 NORTH GRAFTON, MASSACHUSETTS 01536-8001 (508) 839-4441 (Name and Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) WITH COPIES TO: DAVID F. DIETZ, P.C. JOSEPH L. JOHNSON III, P.C. GOODWIN, PROCTER & HOAR LLP EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 (617) 570-1000 This Amendment No. 5 to Schedule 14D-9 amends the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed by Wyman-Gordon Company (the "Company") on May 21, 1999 relating to the tender offer by WGC Acquisition Corp., a Massachusetts corporation and wholly owned subsidiary of Precision Castparts Corp., an Oregon corporation ("Parent"), for all of the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of the Company, at a purchase price of $20.00 per Share, net to the seller in cash, without interest thereon, less applicable withholding taxes, if any, and upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 1999 and the related Letter of Transmittal (which together constitute the "Offer"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-9. Except as otherwise indicated herein, the information set forth in the Schedule 14D-9 remains unchanged and all capitalized terms used herein shall have the respective meanings ascribed to them in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following information: On August 20, 1999, Parent and the Company announced that Parent had agreed with the FTC to not consummate the Offer until ten calendar days after Parent has notified the FTC if its intent to complete the Offer. Parent has also agreed that it will not provide such notice until at least 3:00 p.m. Eastern Time on August 24, 1999. The agreement between Parent and the FTC is intended to provide Parent with additional time to negotiate with the FTC regarding the proposed acquisition. As a result, the expiration date of the Offer (which was scheduled to expire at midnight, New York City time, on Friday, August 27, 1999) has been extended until midnight, New York City time, on Friday, September 10, 1999; 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 August 31, 1999, the expiration date of the Offer will 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 press release of Parent and the Company, dated August 20, 1999, extending the Offer is incorporated herein by reference to Exhibit 11 to the Schedule 14D-9. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding thereto the following information: Exhibit 11 Joint Press Release issued by Wyman-Gordon Company and Precision Castparts Corp. dated August 20, 1999 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 23, 1999 WYMAN-GORDON COMPANY By: /s/ Wallace F. Whitney, Jr. ------------------------------ Name: Wallace F. Whitney, Jr. Title: Vice President