UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

_______________________________________

 )

In the Matter of )

 )

Precision Castparts Corp., )

a corporation; )

 ) File No. 991-0240

and )

 )

Wyman-Gordon Company, )

a corporation. )

_______________________________________)

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation of the

acquisition of 100% of the voting stock of Wyman-Gordon Company (“Wyman-Gordon”) by

Precision Castparts Corp. (“PCC”), and it now appearing that PCC and Wyman-Gordon,

hereinafter sometimes referred to as “Respondents,” are willing to enter into this Agreement

Containing Consent Orders (“Consent Agreement”) to divest certain assets and providing for

other relief:

IT IS HEREBY AGREED by and between Respondents, by their duly authorized

officers and their attorneys, and counsel for the Commission that:

1. Respondent PCC is a corporation organized, existing and doing business under and by

virtue of the laws of the State of Oregon, with its office and principal place of business

located at 4650 S.W. Macadam Avenue, Suite 440, Portland, Oregon 97201-4254.

2. Respondent Wyman-Gordon is a corporation organized, existing and doing business under

and by virtue of the laws of the Commonwealth of Massachusetts, with its office and

principal place of business located at 244 Worcester Street, Grafton, Massachusetts

01536-8001.

3. Respondents admit all the jurisdictional facts set forth in the draft of Complaint here

attached.
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4. Respondents waive:

a. any further procedural steps;

b. the requirement that the Commission’s Order to Hold Separate and Decision &

Order, here attached and made a part hereof, contain a statement of findings of

fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of

the Order to Hold Separate or Decision & Order entered pursuant to this Consent

Agreement; and 

d. any claims under the Equal Access to Justice Act.

5. Respondents shall submit within thirty (30) days of the date this Consent Agreement is

signed by Respondents an initial report, pursuant to Commission Rule 2.33, 16 C.F.R.

§ 2.33, signed by Respondents, setting forth in detail the manner in which Respondents

have complied and will comply with the Order to Hold Separate and with Paragraphs II.

through V. of the Decision & Order. Such report will not become part of the public

record unless and until the accompanying Consent Agreement and Decision & Order are

accepted by the Commission for public comment. 

6. This Consent Agreement shall not become part of the public record of the proceeding

unless and until it is accepted by the Commission. If this Consent Agreement is accepted

by the Commission, it, together with the Complaint contemplated thereby, will be placed

on the public record for a period of thirty (30) days and information in respect thereto

publicly released. The Commission thereafter may either withdraw its acceptance of this

Consent Agreement and so notify Respondents, in which event it will take such action as it

may consider appropriate, or amend its Complaint as the circumstances may require and

issue its Decision & Order in disposition of the proceeding. 

7. This Consent Agreement is for settlement purposes only and does not constitute an

admission by Respondents that the law has been violated as alleged in the draft Complaint

here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional

facts, are true.

8. Because there may be interim competitive harm, and divestiture or other relief resulting

from a proceeding challenging the legality of the proposed acquisition might not be

possible, or might be less than an effective remedy, the Commission may issue an Order to

Hold Separate in this matter. 

9. Respondents have read the Order to Hold Separate contemplated hereby. Respondents

agree to comply with the terms of the attached Order to Hold Separate from the date the
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Order to Hold Separate is served on Respondents. The Order to Hold Separate shall

become final upon service. Delivery of this Order to Hold Separate by any means

specified in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service. The

Respondents waive any right they might have to any other manner of service. When final,

the Order to Hold Separate shall have the same force and effect and may be altered,

modified or set aside in the same manner and within the same time provided by statute for

other orders. Respondents may be liable for civil penalties in the amount provided by law

for each violation of the Order to Hold Separate after it becomes final.

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the

Commission may (1) issue its Complaint corresponding in form and substance with the

draft Complaint here attached, and its Order to Hold Separate, and (2) make information

public with respect thereto. If such acceptance is not subsequently withdrawn by the

Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34, the

Commission may, without further notice to Respondents, issue the attached Decision &

Order containing an order to divest in disposition of the proceeding. When so entered, the

Decision & Order shall have the same force and effect, and may be altered, modified, or

set aside in the same manner and within the same time provided by statute for other

orders. The Decision & Order shall become final upon service. Delivery of the Complaint

and the Decision & Order by any means specified in Commission Rule 4.4(a), 16 C.F.R.

§ 4.4(a), shall constitute service. Respondents waive any right they may have to any other

manner of service. The Complaint may be used in construing the terms of the Decision &

Order, and no agreement, understanding, representation, or interpretation not contained in

the Decision & Order or the Consent Agreement may be used to vary or contradict the

terms of the Decision & Order. 

11. By signing this Consent Agreement, Respondents represent that they can accomplish the

full relief contemplated by the attached Order to Hold Separate and Decision & Order. 

12. Respondents have read the Complaint and the Decision & Order contemplated hereby. 

Respondents understand that once the Decision & Order has been issued, they will be

required to file one or more compliance reports showing they have fully complied with the

Decision & Order and with the Order to Hold Separate. Respondents agree to comply

with the terms of the Decision & Order from the date they sign this Consent Agreement. 

Proposed Respondents agree that if they consummate the divestitures pursuant to

Paragraphs II.A. or IV.A. of the Decision & Order prior to the time the Decision & Order

becomes final, they will include and enforce a provision in the divestiture agreements with

the Acquirer-Albany and the Acquirer-Groton requiring the transaction(s) to be rescinded,

and the divested assets returned to Respondents, should the Commission not make the

Decision & Order final or should the Commission notify Respondents that the AcquirerAlbany and/or the Acquirer-Groton are not acceptable acquirers, or that the divestiture

agreements are not acceptable manners of divestiture. Respondents further understand

that they may be liable for civil penalties in the amount provided by law for each violation
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of the Decision & Order after it becomes final. 

Signed this _______ day of October, 1999.

PRECISION CASTPARTS CORP. FEDERAL TRADE COMMISSION,

BUREAU OF COMPETITION

Nicholas R. Koberstein

_____________________________ Matthew J. Reilly

Mark Donegan Rodney B. Choo

Executive Vice President Attorneys

Precision Castparts Corp.

By: _______________________

_____________________________ Rodney B. Choo

Jeffrey W. Brennan, Esq.

Collier, Shannon, Rill & Scott, PLLC

Counsel for Precision Castparts Corp.

APPROVED:

WYMAN-GORDON COMPANY _____________________________

Casey R. Triggs

Deputy Assistant Director

_____________________________

David P. Gruber

Chairman & CEO _____________________________

Wyman-Gordon Company Molly S. Boast

Senior Deputy Director

_____________________________

J. Anthony Downs, Esq. _____________________________

Goodwin, Procter & Hoar, LLP Richard G. Parker

Counsel for Wyman-Gordon Company Bureau Director
UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Robert Pitofsky, Chairman

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

_______________________________________

 )

In the Matter of )

 )

Precision Castparts Corp., )

a corporation; )

 ) Docket No. _________

and ) DECISION AND ORDER

 )

Wyman-Gordon Company, )

a corporation. )

_______________________________________)

The Federal Trade Commission (“Commission”) having initiated an investigation of the

proposed acquisition by Respondent Precision Castparts Corp. (“PCC”) of all of the outstanding

shares of Respondent Wyman-Gordon Company (“Wyman-Gordon”), and Respondents having

been furnished thereafter with a copy of a draft of Complaint which the Bureau of Competition

presented to the Commission for its consideration and which, if issued by the Commission, would

charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18,

and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed

an Agreement Containing Consent Orders (“Consent Agreement”), containing an admission by

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement

that the signing of said Consent Agreement is for settlement purposes only and does not

constitute an admission by Respondents that the law has been violated as alleged in such

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true,

and waivers and other provisions as required by the Commission’s Rules; and 

The Commission having thereafter considered the matter and having determined that it had

reason to believe that Respondents have violated the said Acts, and that a Complaint should issue

stating its charges in that respect, and having thereupon issued its Complaint and an Order to

Hold Separate, and having accepted the executed Consent Agreement and placed such Consent

Agreement on the public record for a period of thirty (30) days for the receipt and consideration

of public comments, now in further conformity with the procedure described in Commission Rule
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2.34, 16 C.F.R. § 2.34, the Commission hereby makes the following jurisdictional findings and

issues the following Order:

1. Respondent PCC is a corporation organized, existing, and doing business under

and by virtue of the laws of the State of Oregon, with its office and principal place

of business located at 4650 S.W. Macadam Avenue, Suite 440, Portland, Oregon

97201-4254.

2. Respondent Wyman-Gordon is a corporation organized, existing, and doing

business under and by virtue of the laws of the Commonwealth of Massachusetts,

with its office and principal place of business located at 244 Worcester Street,

Grafton, Massachusetts 01536-8001.

3. The Federal Trade Commission has jurisdiction of the subject matter of this

proceeding and of Respondents, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

A. “PCC” means Precision Castparts Corp., its directors, officers, employees, agents

and representatives, predecessors, successors, and assigns; its subsidiaries,

including Wyman-Gordon after the Acquisition, divisions, groups and affiliates

controlled by PCC, and the respective directors, officers, employees, agents and

representatives, successors, and assigns of each. 

B. “Wyman-Gordon” means Wyman-Gordon Company, its directors, officers,

employees, agents and representatives, predecessors, successors, and assigns; its

subsidiaries, divisions, groups and affiliates controlled by Wyman-Gordon, and the

respective directors, officers, employees, agents and representatives, successors,

and assigns of each; “Wyman-Gordon” includes Wyman-Gordon Titanium

Castings, LLC, the joint venture with Titanium Metals Corporation through which

Wyman-Gordon conducts its Titanium Aerospace Investment Cast Components

business. 

C. “Respondents” means PCC and Wyman-Gordon, individually and collectively. 

D. “Commission” means the Federal Trade Commission.

E. “Doncasters” means Doncasters plc, a corporation organized, existing, and doing
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business under and by virtue of the laws of the United Kingdom, with its office and

principal place of business located at 28-30 Derby Road, Melbourne, Derbyshire,

United Kingdom.

F. “Acquisition” means the proposed acquisition by PCC of all the voting securities

of Wyman-Gordon.

G. “Investment Casting” means a method of manufacturing metal components,

whereby a wax model of the metal component is dipped into a ceramic slurry

which dries to form a ceramic shell. The wax is then removed using a special

furnace, leaving a cavity within the ceramic shell into which molten metal is

poured. Once the metal cools, the ceramic shell is removed producing

dimensionally precise metal components.

H. “Aerospace Investment Cast Components” means dimensionally precise metal

components manufactured using the Investment Casting process that are used

primarily in aerospace jet engine and aerospace airframe applications.

I. “Titanium Aerospace Investment Cast Components” means Aerospace Investment

Cast Components manufactured using titanium alloy.

J. “Stainless Steel and/or Nickel-based Superalloy Aerospace Investment Cast

Components” means Aerospace Investment Cast Components of a diameter or

length of twelve (12) inches or greater manufactured using stainless steel and/or

nickel-based superalloys.

K. “Tooling” means the metal die or tool necessary to produce the wax model of the

component in the Investment Casting process. 

L. “Manufacturing Know-How” means gating schemes, temperature controls, and

other fixed process documentation, and all information, data and notes relating

thereto, used in the development, manufacture and sale of Aerospace Investment

Cast Components.

M. “Albany Facility” means Wyman-Gordon’s Investment Casting manufacturing

plant located at 150 Queen Avenue SW, Albany, Oregon 97321, and all assets

used in the production of Titanium Aerospace Investment Cast Components at the

Albany Facility. 

N. “Groton Large Parts Facility” means Wyman-Gordon’s Investment Casting

manufacturing plant located at 839 Poquonnock Road, Groton, Connecticut

06340, identified by Wyman-Gordon for internal accounting purposes as Plant 08,

and all assets used in the production of Titanium Aerospace Investment Cast
-4-

Components and Stainless Steel and/or Nickel-based Superalloy Aerospace

Investment Cast Components at the Groton Large Parts Facility included in the

Groton Divestiture Agreement.

O. “Groton Facility” means Wyman-Gordon’s Investment Casting manufacturing

plants, referred to internally by Wyman-Gordon as Plant 08 and Plant 02, located

at 839 Poquonnock Road, Groton, Connecticut 06340, and all assets used in the

production of Titanium Aerospace Investment Cast Components and Stainless

Steel and/or Nickel-based Superalloy Aerospace Investment Cast Components at

the Groton Facility. 

P. “Albany Facility Assets” means all assets, properties, businesses and goodwill,

tangible and intangible, of Wyman-Gordon used in the development, manufacture

and sale of Titanium Aerospace Investment Cast Components at the Albany

Facility, including, without limitation, the following:

1. all owned or leased real property and improvements, buildings, plants,

manufacturing operations, machinery, fixtures, equipment, furniture, tools

and other tangible personal property located in Wyman-Gordon’s Albany

Facility; 

2. all intellectual property, inventions, technology, trademarks, trade names,

trade secrets, copyrights, Manufacturing Know-How, research material,

technical information, management information systems, software

specifications, designs, drawings, processes and quality control data;

provided, however, that this does not include any rights in the name

“Wyman-Gordon”;

3. all customer lists, vendor lists, catalogs, sales promotion literature and

advertising materials; inventory and storage capacity; rights, titles and

interests in and to owned or leased real property, together with

appurtenances, licenses and permits; 

4. all rights, titles and interests in and to contracts relating to the

development, manufacture and sale of any Titanium Aerospace Investment

Cast Component; all rights, titles and interests in and to the contracts

entered into in the ordinary course of business with customers (together

with associated bid and performance bonds), suppliers, sales

representatives, distributors, agents, 
-5-

personal property lessors, personal property lessees, licensors, licensees,

consignors, consignees; 

5. all rights under warranties and guarantees, express or implied; 

6. all books, records and files, and all items of prepaid expense; and

7. all Sales and Service Operations. 

Q. “Groton Large Parts Facility Assets” means all assets, properties, businesses and

goodwill, tangible and intangible, of Wyman-Gordon used in the development,

manufacture and sale of Titanium Aerospace Investment Cast Components or

Stainless Steel and/or Nickel-based Superalloy Aerospace Investment Cast

Components at the Groton Large Parts Facility, including, without limitation, the

following:

1. all owned or leased real property and improvements, buildings, plants,

manufacturing operations, machinery, fixtures, equipment, furniture, tools

and other tangible personal property located in Wyman-Gordon’s Groton

Large Parts Facility; 

2. all intellectual property, inventions, technology, trademarks, trade names,

trade secrets, copyrights, Manufacturing Know-How, research material,

technical information, management information systems, software

specifications, designs, drawings, processes and quality control data;

provided, however, that this does not include any rights in the name

“Wyman-Gordon”; 

3. all customer lists, vendor lists, catalogs, sales promotion literature and

advertising materials; inventory and storage capacity; rights, titles and

interests in and to owned or leased real property, together with

appurtenances, licenses and permits; 

4. all rights, titles and interests in and to contracts relating to the

development, manufacture and sale of any Aerospace Investment Cast

Component; all rights, titles and interests in and to the contracts entered

into in the ordinary course of business with customers (together with

associated bid and performance bonds), suppliers, sales representatives,

distributors, agents, personal property lessors, personal property lessees,

licensors, licensees, consignors, consignees; 

5. all rights under warranties and guarantees, express or implied; 
-6-

6. all books, records and files, and all items of prepaid expense; and 

7. all Sales and Service Operations.

R. “Groton Facility Assets” means all assets, properties, businesses and goodwill,

tangible and intangible, used in the development, manufacture and sale of Titanium

Aerospace Investment Cast Components or Stainless Steel and/or Nickel-based

Superalloy Aerospace Investment Cast Components at the Groton Facility,

including, without limitation, the following:

1. all owned or leased real property and improvements, buildings, plants,

manufacturing operations, machinery, fixtures, equipment, furniture, tools

and other tangible personal property located at the Groton Facility; 

2. all intellectual property, inventions, technology, trademarks, trade names,

trade secrets, copyrights, Manufacturing Know-How, research material,

technical information, management information systems, software

specifications, designs, drawings, processes and quality control data;

provided, however, that this does not include any rights in the name

“Wyman-Gordon”;

3. all customer lists, vendor lists, catalogs, sales promotion literature and

advertising materials; inventory and storage capacity; rights, titles and

interests in and to owned or leased real property, together with

appurtenances, licenses and permits; 

4. all rights, titles and interests in and to contracts relating to the

development, manufacture and sale of any Aerospace Investment Cast

Component; all rights, titles and interests in and to the contracts entered

into in the ordinary course of business with customers (together with

associated bid and performance bonds), suppliers, sales representatives,

distributors, agents, personal property lessors, personal property lessees,

licensors, licensees, consignors, consignees; 

5. all rights under warranties and guarantees, express or implied; 

6. all books, records and files, and all items of prepaid expense; and 

7. all Sales and Service Operations.

S. “Acquirer-Albany” means the entity that acquires the Albany Facility Assets

pursuant to Paragraphs II.A. or III.A. of this Order, as applicable. 
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T. “Acquirer-Groton” means Doncasters, or the entity that acquires the Groton

Facility Assets pursuant to Paragraphs IV.A.2. or V.A. of this Order, as applicable.

U. “Groton Divestiture Agreement” means all agreements between Respondents and

any Acquirer-Groton, and all exhibits thereof.

V. “Albany Divestiture Agreement” means all agreements between Respondents and

any Acquirer-Albany, and all exhibits thereof.

W. “Non-Public Acquirer Information” means any information not in the public

domain obtained by Respondents directly or indirectly from the Acquirer-Albany

or the Acquirer-Groton, prior to the effective date, or during the term, of the

provision of assistance to the acquirer as required by Paragraphs II.E. and IV.C. of

this Order. Non-Public Acquirer Information shall not include information that

subsequently falls within the public domain through no violation of this Order by

Respondents.

X. “Cost” means direct cash cost of raw materials and labor.

Y. “Sales and Services Operations” means all of Wyman-Gordon’s assets, properties,

business and goodwill, tangible and intangible, used in the sale or service of

Wyman-Gordon’s Aerospace Investment Cast Components business at either the

Albany Facility, the Groton Large Parts Facility, or the Groton Facility, as

applicable.

Z. “Material Confidential Information” means competitively sensitive or proprietary

information not independently known to an entity from sources other than the

entity to which the information pertains, and includes, but is not limited to, all

customer lists, price lists, marketing methods, patents, technologies, processes,

Manufacturing Know-How, or other trade secrets.

AA. “Key Employees” means the employees listed in Appendix A to this Order.

II.

IT IS FURTHER ORDERED that:

A. Respondents shall divest the Albany Facility Assets, at no minimum price,

absolutely and in good faith, within six (6) months from the date the Consent

Agreement is signed by Respondents. 
-8-

Provided that, if the Acquirer-Albany expresses a preference not to acquire any

portion of the Albany Facility Assets, and if the Commission approves the

Acquirer-Albany and the Albany Divestiture Agreement, then Respondents shall

not be required to divest that portion of such assets. 

B. Respondents shall divest the Albany Facility Assets only to an acquirer that

receives the prior approval of the Commission and only in a manner that receives

the prior approval of the Commission. The purpose of the divestiture of the

Albany Facility Assets is to ensure that the Albany Facility Assets continue to be

used in the development, manufacture and sale of Titanium Aerospace Investment

Cast Components in substantially the same manner and quality currently employed

or achieved by Wyman-Gordon and to remedy the lessening of competition

resulting from the Acquisition as alleged in the Commission’s complaint. 

C. Pending divestiture of the Albany Facility Assets, Respondents shall take such

actions as are necessary to maintain the viability and marketability of the Albany

Facility Assets and to prevent the destruction, removal, wasting, deterioration, or

impairment of any of the Albany Facility Assets except for ordinary wear and tear. 

Prior to divestiture, Respondents shall not transfer any of the individuals identified

pursuant to Paragraph II.I. of this Order to any other position outside the Albany

Facility.

D. Respondents will ensure that at the time of the divestiture required under

Paragraph II.A., the Albany Facility Assets shall be unencumbered and free of

current and future claims of ownership or any equity interest, including, but not

limited to, any claims of right of first refusal, by any third-party entity or entities,

including, but not limited to, Titanium Metals Corporation. Provided, however,

that if the Acquirer-Albany determines to allow Titanium Metals Corporation to

retain all or a part of its interest in the Albany Facility Assets after the divestiture,

and if the Commission approves such retention, then the Respondents shall be

deemed to have complied with this Paragraph II.D. 

E. With respect to Titanium Aerospace Investment Cast Components, the applicable

Tooling for which existed at the Albany Facility at the time of the divestiture,

Respondents shall provide, at cost, upon reasonable notice and request by

Acquirer-Albany, for a period not to exceed twelve (12) months from the date the

divestiture is completed: (a) such assistance and training as are reasonably

necessary to enable the Acquirer-Albany to develop, manufacture and sell Titanium

Aerospace Investment Cast Components in substantially the same manner and

quality, and using the same Manufacturing Know-How, as employed or achieved

by Wyman-Gordon; and (b) such assistance and training as are reasonably

necessary to enable the Acquirer-Albany to obtain any customer-required

approvals and/or certifications.
-9-

F. Respondents shall not provide, disclose or otherwise make available to any of their

employees not involved in providing assistance to the Acquirer-Albany, any NonPublic Acquirer Information, nor shall Respondents use any Non-Public Acquirer

Information obtained or derived by Respondents in their capacity as a provider of

assistance pursuant to Paragraph II.E., except for the sole purpose of providing

assistance pursuant to Paragraph II.E. 

G. Respondents shall comply with the terms of the Albany Divestiture Agreement for

the Albany Facility Assets, which will be incorporated by reference into this Order,

and made a part thereof. Any failure by Respondents to comply with the terms of

the Albany Divestiture Agreement shall constitute a failure to comply with this

Order.

H. For a period of twelve (12) months from the date the divestiture occurs,

Respondents shall, upon reasonable notice and request by a customer of any

Titanium Aerospace Investment Cast Component(s):

1. transfer to the Albany Facility all Tooling and Manufacturing Know-How

located in any other Wyman-Gordon manufacturing facility at any time

prior to the date the Acquisition is completed, used in the development,

manufacture and sale of the Titanium Aerospace Investment Cast

Component(s) identified by the customer; 

2. pay all costs reasonably incurred in the delivery of such Tooling and

Manufacturing Know-How to the Albany Facility; 

3. pay fifty (50) percent of the costs, if any, that are reasonably and

necessarily incurred by the Acquirer-Albany in conforming such Tooling so

as to enable the manufacture of Titanium Aerospace Investment Cast

Component(s) to substantially the same quality employed or achieved by

Wyman-Gordon; and

4. with respect to such Tooling, pay fifty (50) percent of the costs, if any, that

are reasonably and necessarily incurred by the Acquirer-Albany in obtaining

customer-required certification or approval for Titanium Aerospace

Investment Cast Component(s) produced from the same Manufacturing

Know-How and having substantially the same quality employed or

achieved by Wyman-Gordon. 

I. No later than the time of the execution of the Albany Divestiture Agreement,

Respondents shall provide the Acquirer-Albany with a complete list of all nonclerical, salaried employees of Wyman-Gordon who have been involved in the
-10-

development, manufacture or sale of any Titanium Aerospace Investment Cast

Component at the Albany Facility at any time during the period from January 1,

1999 until the date of the Albany Divestiture Agreement. The list shall state each

individual’s name, position or positions held from January 1, 1999 until the date of

the Albany Divestiture Agreement, address, telephone number, and a description

of the duties and work performed by the individual in connection with any

Titanium Aerospace Investment Cast Component developed, manufactured or sold

by Wyman-Gordon’s Albany Facility. Respondents shall provide the AcquirerAlbany the opportunity to enter into employment contracts with such individuals,

provided that such contracts are contingent upon the Commission’s approval of

the Albany Divestiture Agreement.

J. Respondents shall provide the Acquirer-Albany with an opportunity to inspect the

personnel files and other documentation relating to the individuals identified

pursuant to Paragraph II.I. of this Order to the extent permissible under applicable

laws, at the request of the Acquirer-Albany any time after the execution of the

Albany Divestiture Agreement.

K. Respondents shall not enforce any confidentiality or non-compete restrictions

relating to the Albany Facility Assets that apply to any employee identified

pursuant to Paragraph II.I. who accepts employment with the Acquirer-Albany. In

addition, Respondents shall provide all Key Employees of the Albany Facility with

reasonable financial incentives to continue in their employment positions during the

period covered by the Order to Hold Separate, hereto attached, in order that such

employees may be in a position to accept employment with the Acquirer-Albany at

the time of the divestiture. Such incentives shall include:

1. continuation of all employee benefits offered by Wyman-Gordon until the

date of the divestiture, including regularly scheduled raises and bonuses;

and 

2. a bonus, based on the schedule identified in Appendix A, of an employee’s

annual salary (including any other bonuses) as of the date this Order

becomes final for any individual who agrees to accept an offer of

employment from the Acquirer-Albany, payable by Respondents as of the

date the divestiture is accomplished. 

L. For a period of one (1) year commencing on the date of the individual’s

employment by the Commission-approved Acquirer-Albany, Respondents shall not

employ any of the Key Employees who have been offered employment with the

Commission-approved Acquirer-Albany, unless the individual’s employment has

been terminated by the Acquirer-Albany.
-11-

III.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested, absolutely and in good faith and with the

Commission’s prior approval, the Albany Facility Assets within the time required

by Paragraph II.A. of this Order, the Commission may appoint a trustee to divest

the Albany Facility Assets. In the event that the Commission or the Attorney

General brings an action pursuant to § 5(l) of the Federal Trade Commission Act,

15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents

shall consent to the appointment of a trustee in such action. Neither the

appointment of a trustee nor a decision not to appoint a trustee under this

Paragraph shall preclude the Commission or the Attorney General from seeking

civil penalties or any other relief available to it, including a court-appointed trustee,

pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute

enforced by the Commission, for any failure by the Respondents to comply with

this Order. 

B. If a trustee is appointed by the Commission or a court pursuant to Paragraph III.A.

of this Order, Respondents shall consent to the following terms and conditions

regarding the trustee’s powers, duties, authority and responsibilities:

1. The Commission shall select the trustee, subject to the consent of the

Respondents, which consent shall not be unreasonably withheld. The

trustee shall be a person with experience and expertise in acquisitions and

divestitures. If Respondents have not opposed, in writing, including the

reasons for opposing, the selection of any proposed trustee within ten (10)

days after notice by the staff of the Commission to Respondents of the

identify of the proposed trustee, Respondents shall be deemed to have

consented to the selection of the proposed trustee.

2. Subject to the prior approval of the Commission, the trustee shall have the

exclusive power and authority to divest the Albany Facility Assets.

3. Within ten (10) days after appointment of the trustee, Respondents shall

execute a trust agreement that, subject to the prior approval of the

Commission and, in the case of a court-appointed trustee, of the court,

transfers to the trustee all rights and powers necessary to permit the trustee

to effect the divestiture required by this Order.

4. The trustee shall have twelve (12) months from the date the Commission 

approves the trust agreement described in Paragraph III.B.3. to accomplish
-12-

the divestiture, which shall be subject to the prior approval of the

Commission. If, however, at the end of the twelve-month period, the

trustee has submitted a plan of divestiture or believes that divestiture can

be achieved within a reasonable time, the divestiture period may be

extended by the Commission or, in the case of a court-appointed trustee,

by the court; provided, however, the Commission may extend this period

only two (2) times.

5. The trustee shall have full and complete access to the personnel, books, 

records and facilities related to the Albany Facility Assets or to any other

relevant information, as the trustee may request. Respondents shall

develop such financial or other information as such trustee may request and

shall cooperate with the trustee. Respondents shall take no action to

interfere with or impede the trustee’s accomplishment of the divestiture. 

Any delays in divestiture caused by Respondents shall extend the time for

divestiture under this Paragraph in an amount equal to the delay, as

determined by the Commission or, for a court-appointed trustee, by the

court.

6. The trustee shall use his or her best efforts to negotiate the most favorable 

price and terms available in each contract that is submitted to the

Commission, subject to Respondents’ absolute and unconditional

obligation to divest expeditiously at no minimum price. The divestiture

shall be made in the manner and to an acquirer as set out in Paragraph II.A.

of this Order; provided, however, if the trustee receives bona fide offers

from more than one such acquiring entity, and if the Commission

determines to approve more than one such acquiring entity, the trustee

shall divest to the acquiring entity selected by Respondents from among

those approved by the Commission; provided further, however, that

Respondents shall select such entity within five (5) business days of

receiving notification of the Commission’s approval. 

7. The trustee shall serve, without bond or other security, at the cost and 

expense of Respondents, on such reasonable and customary terms and

conditions as the Commission or a court may set. The trustee shall have

the authority to employ, at the cost and expense of Respondents, such

consultants, accountants, attorneys, investment bankers, business brokers,

appraisers, and other representatives and assistants as are necessary to

carry out the trustee’s duties and responsibilities. The trustee shall account

for all monies derived from the divestiture and all expenses incurred. After

approval by the Commission and, in the case of a court-appointed trustee,

by the court, of the account of the trustee, including fees for his or her

services, all remaining monies shall be paid at the direction of Respondents,
-13-

and the trustee’s power shall be terminated. The trustee’s compensation

shall be based at least in significant part on a commission arrangement

contingent on the trustee’s divesting the Albany Facility Assets.

8. Respondents shall indemnify the trustee and hold the trustee harmless 

against any losses, claims, damages, liabilities, or expenses arising out of,

or in connection with, the performance of the trustee’s duties, including all

reasonable fees of counsel and other expenses incurred in connection with

the preparation for or defense of any claim, whether or not resulting in any

liability, except to the extent that such losses, claims, damages, liabilities or

expenses result from misfeasance, gross negligence, willful or wanton acts,

or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall

be appointed in the same manner as provided in Paragraph III.A. of this

Order.

10. The Commission or, in the case of a court-appointed trustee, the court, 

may on its own initiative or at the request of the trustee issue such

additional orders or directions as may be necessary or appropriate to

accomplish the divestiture required by this Order. 

11. In the event the trustee reasonably determines that he or she is unable to

divest the Albany Facility Assets in a manner consistent with the

Commission’s purpose as described in Paragraph II.B., the trustee may also

divest such additional ancillary assets and business and effect such

arrangements as are necessary to maintain the marketability, viability and

competitiveness of the Albany Facility Assets.

12. The trustee shall have no obligation or authority to operate or maintain the 

Albany Facility Assets.

13. The trustee shall report in writing to Respondents and the Commission 

every sixty (60) days concerning the trustee’s efforts to accomplish the

divestiture. 
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IV.

 IT IS FURTHER ORDERED that:

A. Respondents shall divest, absolutely and in good faith: 

1. the Groton Large Parts Facility Assets as a competitive, viable, on-going

business to Doncasters, in accordance with the Asset Purchase Agreement

between Wyman-Gordon Investment Castings, Inc. and Doncasters dated

October 8, 1999 within sixteen (16) business days of the date the

Commission accepts the Consent Agreement for public comment; or 

2. the Groton Facility Assets, at no minimum price, to an Acquirer-Groton

within six (6) months after the date the Respondents sign the Consent

Agreement. Respondents shall divest the Groton Facility Assets pursuant

to Paragraph IV.A.2. of this Order only to an Acquirer-Groton that

receives the prior approval of the Commission and only in a manner that

receives the prior approval of the Commission. 

Provided that, if the Acquirer-Groton expresses a preference not to acquire any

portion of the Groton Large Parts Facility Assets or the Groton Facility Assets, as

applicable, and if the Commission approves the Acquirer-Groton and the Groton

Divestiture Agreement, then Respondents shall not be required to divest that

portion of such assets. 

B. The purpose of the divestiture of the Groton Large Parts Facility Assets or the

Groton Facility Assets is to ensure that these assets continue to be used in the

development, manufacture and sale of Aerospace Investment Cast Components in

substantially the same manner and quality currently employed or achieved by

Wyman-Gordon and to remedy the lessening of competition resulting from the

acquisition as alleged in the Commission’s complaint. 

C. With respect to Aerospace Investment Cast Components, the applicable Tooling

for which existed at the Groton Large Parts Facility or, if applicable, the Groton

Facility, at the time of the divestiture, Respondents shall provide, at cost, upon

reasonable notice and request by the Acquirer-Groton, for a period not to exceed

twelve (12) months from the date the divestiture is completed: (a) such assistance

and training as are reasonably necessary to enable the Acquirer-Groton to develop,

manufacture and sell Aerospace Investment Cast Components in substantially the

same manner and quality, and using the same Manufacturing Know-How, as

employed or achieved by Wyman-Gordon; and (b) such assistance and training as

are reasonably necessary to enable the Acquirer-Groton to obtain any customerrequired approvals and/or certifications. 
-15-

D. Respondents shall not provide, disclose or otherwise make available to any of their

employees not involved in providing assistance to the Acquirer-Groton, any NonPublic Acquirer Information, nor shall Respondents use any Non-Public Acquirer

Information obtained or derived by Respondents in their capacity as a provider of

assistance pursuant to Paragraph IV.C., except for the sole purpose of providing

assistance pursuant to Paragraph IV.C. 

E. Pending either the divestiture of the Groton Large Parts Facility Assets to

Doncasters pursuant to Paragraph IV.A.1. of this Order or the divestiture of the

Groton Facility Assets pursuant to Paragraphs IV.A.2. or V.A. of this Order, if

applicable, Respondents shall take such actions as are necessary to maintain the

viability and marketability of the Groton Facility Assets and to prevent the

destruction, removal, wasting, deterioration, or impairment of any of the Groton

Facility Assets except for ordinary wear and tear. Prior to divestiture, Respondents

shall not transfer, without the consent of the Acquirer-Groton, any of the

individuals identified pursuant to Paragraph IV.H. of this Order to any other

position. 

F. For a period of twelve (12) months from the date the divestiture occurs, upon

reasonable notice and request by a customer of any Aerospace Investment Cast

Component(s) of a diameter or length twelve (12) inches or greater, Respondents

shall:

1. transfer to the Groton Large Parts Facility or the Groton Facility, as

applicable, all Tooling and Manufacturing Know-How located in any other

Wyman-Gordon manufacturing facility, other than the Albany Facility, at

any time prior to the date the Acquisition is completed, used in the

development, manufacture and sale of the Aerospace Investment Cast

Component(s) identified by the customer; 

2. pay all costs reasonably incurred in the delivery of such Tooling and

Manufacturing Know-How to the Groton Large Parts Facility or the

Groton Facility, as applicable; 

3. pay fifty (50) percent of the costs, if any, that are reasonably and

necessarily incurred by the Acquirer-Groton in conforming such Tooling so

as to enable the manufacture of Aerospace Investment Cast Component(s)

to substantially the same quality employed or achieved by Wyman-Gordon;

and

4. with respect to such Tooling, pay fifty (50) percent of the costs, if any, that

reasonably and necessarily are incurred by the Acquirer-Groton in
-16-

obtaining customer-required certification or approval for Aerospace

Investment Cast Component(s) having substantially the same quality and

using the same Manufacturing Know-How, as employed or achieved by

Wyman-Gordon.

G. Respondents shall comply with the terms of the Groton Divestiture Agreement,

which is incorporated by reference into this Order, and made a part thereof. Any

failure by Respondents to comply with the terms of the Groton Divestiture

Agreement shall constitute a failure to comply with this Order.

H. No later than the time of the execution the Groton Divestiture Agreement,

Respondents shall provide the Acquirer-Groton with a complete list of all nonclerical, salaried employees of Wyman-Gordon’s Groton Facility who have been

involved in the development, manufacture or sale of any Aerospace Investment

Cast Component at the Groton Facility, at any time during the period from January

1, 1999 until the date of the Groton Divestiture Agreement. The list shall state

each individual’s name, position or positions held from January 1, 1999 until the

date of the Groton Divestiture Agreement, address, telephone number, and a

description of the duties and work performed by the individual in connection with

any Aerospace Investment Cast Component developed, manufactured or sold by

Wyman-Gordon’s Groton Facility. Respondents shall provide the AcquirerGroton the opportunity to enter into employment contracts with such individuals,

provided that such contracts are contingent upon the Commission’s approval of

the Groton Divestiture Agreement.

I. Respondents shall provide the Acquirer-Groton with an opportunity to inspect the

personnel files and other documentation relating to the individuals identified

pursuant to Paragraph IV.H. of this Order to the extent permissible under

applicable laws, at the request of the Acquirer-Groton any time after the execution

of the Groton Divestiture Agreement.

J. Respondents shall not enforce any confidentiality or non-compete restrictions

relating to the Groton Large Parts Facility or the Groton Facility, as applicable,

that apply to any employee identified pursuant to Paragraph IV.H. who accepts

employment with the Acquirer-Groton. In addition, Respondents shall provide all

Key Employees of the Groton Facility with reasonable financial incentives to

continue in their employment positions, either (1) pending divestiture of the

Groton Large Parts Facility Assets, or (2) during the period covered by the Order

to Hold Separate, hereto attached, as applicable, in order that such employees may

be in a position to accept employment with the Acquirer-Groton at the time of the

divestiture. Such incentives shall include:

1. continuation of all employee benefits offered by Wyman-Gordon until the
-17-

date of the divestiture, including regularly scheduled raises and bonuses;

and 

2. a bonus, based on the schedule identified in Appendix A, of an employee’s

annual salary (including any other bonuses) as of the date this Order

becomes final, payable by Respondents six (6) months from the date the

divestiture is accomplished, for any individual who is employed at that time

by the Acquirer-Groton. 

K. For a period of one (1) year commencing on the date of the individual’s

employment by the Commission-approved Acquirer-Groton, Respondents shall not

employ any of the Key Employees of the Groton Facility who have been offered

employment with the Commission-approved Acquirer-Groton, unless the

individual’s employment has been terminated by the Acquirer-Groton.

V.

IT IS FURTHER ORDERED that

A. If Respondents have not divested, absolutely and in good faith, and with the

Commission’s prior approval, the Groton Large Parts Facility Assets or Groton

Facility Assets within the time required by Paragraph IV.A. of this Order, then the

Commission may appoint a trustee to divest the Groton Facility Assets. The

trustee may be the same person as the trustee appointed in Paragraph III.A. of this

Order. In the event that the Commission or the Attorney General brings an action

pursuant to § 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any

other statute enforced by the Commission, Respondents shall consent to the

appointment of a trustee in such action. Neither the appointment of a trustee nor a

decision not to appoint a trustee under this Paragraph shall preclude the

Commission or the Attorney General from seeking civil penalties or any other

relief available to it, including a court-appointed trustee, pursuant to § 5(l) of the

Federal Trade Commission Act, or any other statute enforced by the Commission,

for any failure by the Respondents to comply with this Order.

B. If a trustee is appointed by the Commission or a court pursuant to Paragraph V.A.

of this Order, Respondents shall consent to the following terms and conditions

regarding the trustee’s powers, duties, authority and responsibilities:

1. The Commission shall select the trustee, subject to the consent of the

Respondents, which consent shall not be unreasonably withheld. The

trustee shall be a person with experience and expertise in acquisitions and

divestitures. If Respondents have not opposed, in writing, including the
-18-

reasons for opposing, the selection of any proposed trustee within ten (10)

days after notice by the staff of the Commission to Respondents of the

identify of the proposed trustee, Respondents shall be deemed to have

consented to the selection of the proposed trustee.

2. Subject to the prior approval of the Commission, the trustee shall have the 

exclusive power and authority to divest the Groton Facility Assets.

3. Within ten (10) days after appointment of the trustee, Respondents shall 

execute a trust agreement that, subject to the prior approval of the

Commission and, in the case of a court-appointed trustee, of the court,

transfers to the trustee all rights and powers necessary to permit the trustee

to effect the divestiture required by this Order.

4. The trustee shall have twelve (12) months from the date the Commission 

approves the trust agreement described in Paragraph V.B.3. to accomplish

the divestiture, which shall be subject to the prior approval of the

Commission. If, however, at the end of the twelve-month period, the

trustee has submitted a plan of divestiture or believes that divestiture can

be achieved within a reasonable time, the divestiture period may be

extended by the Commission or, in the case of a court-appointed trustee,

by the court; provided, however, the Commission may extend this period

only two (2) times.

5. The trustee shall have full and complete access to the personnel, books, 

records and facilities related to the Groton Facility Assets or to any other

relevant information, as the trustee may request. Respondents shall

develop such financial or other information as such trustee may request and

shall cooperate with the trustee. Respondents shall take no action to

interfere with or impede the trustee’s accomplishment of the divestiture. 

Any delays in divestiture caused by Respondents shall extend the time for

divestiture under this Paragraph in an amount equal to the delay, as

determined by the Commission or, for a court-appointed trustee, by the

court.

6. The trustee shall use his or her best efforts to negotiate the most favorable 

price and terms available in each contract that is submitted to the

Commission, subject to Respondents’ absolute and unconditional

obligation to divest expeditiously at no minimum price. The divestiture

shall be made in the manner and to an acquirer as set out in Paragraph

IV.A.2. of this Order; provided, however, if the trustee receives bona fide

offers from more than one such acquiring entity, and if the Commission

determines to approve more than one such acquiring entity, the trustee
-19-

shall divest to the acquiring entity selected by Respondents from among

those approved by the Commission; provided further, however, that

Respondents shall select such entity within five (5) business days of

receiving notification of the Commission’s approval. 

7. The trustee shall serve, without bond or other security, at the cost and

expense of Respondents, on such reasonable and customary terms and

conditions as the Commission or a court may set. The trustee shall have

the authority to employ, at the cost and expense of Respondents, such

consultants, accountants, attorneys, investment bankers, business brokers,

appraisers, and other representatives and assistants as are necessary to

carry out the trustee’s duties and responsibilities. The trustee shall account

for all monies derived from the divestiture and all expenses incurred. After

approval by the Commission and, in the case of a court-appointed trustee,

by the court, of the account of the trustee, including fees for his or her

services, all remaining monies shall be paid at the direction of Respondents,

and the trustee’s power shall be terminated. The trustee’s compensation

shall be based at least in significant part on a commission arrangement

contingent on the trustee’s divesting the Groton Facility Assets.

8. Respondents shall indemnify the trustee and hold the trustee harmless

against any losses, claims, damages, liabilities, or expenses arising out of,

or in connection with, the performance of the trustee’s duties, including all

reasonable fees of counsel and other expenses incurred in connection with

the preparation for or defense of any claim, whether or not resulting in any

liability, except to the extent that such losses, claims, damages, liabilities,

or expenses result from misfeasance, gross negligence, willful or wanton

acts, or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall

be appointed in the same manner as provided in Paragraph V.A. of this

Order.

10. The Commission or, in the case of a court-appointed trustee, the court,

may on its own initiative or at the request of the trustee issue such

additional orders or directions as may be necessary or appropriate to

accomplish the divestiture required by this Order. 

11. In the event the trustee reasonably determines that he or she is unable to

divest the Groton Facility Assets in a manner consistent with the

Commission’s purpose as described in Paragraph IV.B., the trustee may

also divest such additional ancillary assets and business and effect such

arrangements as are necessary to maintain the marketability, viability and
-20-

competitiveness of the Groton Facility Assets.

12. The trustee shall have no obligation or authority to operate or maintain the 

Groton Facility Assets.

13. The trustee shall report in writing to Respondents and the Commission

every sixty (60) days concerning the trustee’s efforts to accomplish the

divestiture. 

VI.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date this order becomes final and every thirty (30)

days thereafter until Respondents have fully complied with the provisions of

Paragraphs II. through V. of this Order, Respondents shall submit to the

Commission a verified written report setting forth in detail the manner and form in

which they intend to comply, are complying, and have complied with Paragraphs

II. through V. of this Order and with the Order to Hold Separate. Respondents

shall include in their compliance reports, among other things that are required from

time to time, a full description of the efforts being made to comply with

Paragraphs II. through V. of the Order, including a description of all substantive

contacts or negotiations for the divestitures and the identities of all parties

contacted. Respondents shall include in their compliance reports copies, other

than of privileged materials, of all written communications to and from such

parties, all internal memoranda, and all reports and recommendations concerning

divestiture. The final compliance report required by this Paragraph VI.A. shall

include a statement that the divestitures have been accomplished in the manner

approved by the Commission and shall include the dates the divestitures were

accomplished. 

B. One year from the date of divestiture of the Albany Facility Assets and annually

thereafter until the Order terminates, Respondents shall file a verified written

report to the Commission setting forth in detail the manner in which they have

complied and are complying with this Order.

C. One year from the date of divestiture of the Groton Large Parts Facility Assets or

the Groton Facility Assets, as applicable, and annually thereafter until the Order

terminates, Respondents shall file a verified written report to the Commission

setting forth in detail the manner in which they have complied and are complying

with this Order.

VII.
-21-

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least

thirty (30) days prior to any proposed change in the corporate Respondents such as dissolution,

assignment, sale resulting in the emergence of a successor corporation, or the creation or

dissolution of subsidiaries or any other change in the corporation that may affect compliance

obligations arising out the Order.

VIII.

IT IS FURTHER ORDERED that, for the purpose of determining or securing

compliance with this Order, and subject to any legally recognized privilege, and upon written

request with reasonable notice to Respondents, Respondents shall permit any duly authorized

representative of the Commission:

A. Access, during office hours and in the presence of counsel, to all facilities and

access to inspect and copy all non-privileged books, ledgers, accounts,

correspondence, memoranda and other records and documents in the possession or

under the control of Respondents relating to any matter contained in this Order;

and

B. Upon five (5) days’ notice to Respondents and without restraint or interference

from them, to interview officers, directors, or employees of Respondents, who may

have counsel present, regarding any such matters.

IX.

IT IS FURTHER ORDERED that this Order shall terminate one (1) year after the

divestitures required in Paragraphs II.A. and IV.A. of this Order are accomplished.

By the Commission.

Donald S. Clark

Secretary

SEAL

ISSUED: