FORM 10-K/A1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
MOOG INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 16-0757636 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| East Aurora, New York | 14052-0018 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (716) 652-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered |
| Class A Common Stock, $1.00 Par Value Class B Common Stock, $1.00 Par Value | American Stock Exchange American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of the Common Stock outstanding and held by non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of the registrant, based upon the closing sale price of the Common Stock on the American Stock Exchange on December 8, 2000 was approximately $190 million.
The number of shares of Common Stock outstanding as of the close of business on December 8, 2000 was: Class A 7,261,216; Class B 1,491,884.
The Documents listed below have been incorporated by reference into this Annual Report on Form 10-K:
(1) Specific sections of the Annual Report to Shareholders for the fiscal year ended September 30, 2000 (the “2000 Annual Report”)
(2) Specific sections of the January 2001 Proxy Statement to Shareholders (the “2001 Proxy”)
This amendment to the registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 is filed to amend Item 14 to add the following exhibits:
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
3. EXHIBITS
Exhibit No. Exhibit Name
23 Consent of Accountants
99 Information, Financial Statements and Exhibits
required by Form 11-K for the Moog Inc. Savings
and Stock Ownership Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunder duly authorized.
MOOG INC. |
Dated: March 22, 2000
Exhibit No. Exhibit Name
23 Consent of Accountants
99 Information, Financial Statements and Exhibits
required by Form 11-K for the Moog Inc. Savings
and Stock Ownership Plan
The Board of Directors
Moog Inc.:
We consent to the incorporation by reference in the Registration Statements (Nos. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721, 33-57131, 333-73439 and 333-85657) on Form S-8 of Moog Inc. of our report dated March 1, 2001 relating to the statements of net assets available for benefits of Moog Inc. Savings and Stock Ownership Plan as of September 30, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended which report appears in Amendment No. 1 to the Form 10-K of Moog Inc. for the year ended September 30, 2000.
/s/KPMG LLP |
March 22, 2001
Buffalo, New York
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits
as of September 30, 2000 and 1999 2
Statement of Changes in Net Assets Available for
Benefits for the years ended September 30, 2000 and 1999 3
Notes to Financial Statements 4
Schedules
1. Item 4i - Schedule of Assets Held for Investment Purposes-
September 30, 2000 8
2. Item 4j - Schedule of Reportable Transactions -
Year ended September 30, 2000 9
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the financial statements of Moog Inc. Savings and Stock Ownership Plan as of September 30, 2000 and 1999 and for the years then ended as listed in the accompanying index. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Moog Inc. Savings and Stock Ownership Plan as of September 30, 2000 and 1999, and the changes in the net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United Sates of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Supplemental schedules 1 and 2 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/KPMG LLP |
March 1, 2001
September 30,
2000 1999
Assets:
Investments $ 159,712,960 $ 149,177,552
Participant loans receivable 2,186,780 2,133,326
Cash and equivalents 912,813 1,712,193
Contributions receivable:
Participants 310,707 131,158
Moog Inc. 16,221 10,568
Accrued investment income 164,988 138,679
-------------- -------------
Net assets available for benefits $ 163,304,469 $ 153,303,476
============== =============
See accompanying notes to financial statements
Years Ended September 30,
2000 1999
Investment income:
Net appreciation in
fair value of investments $ 4,342,735 $ 23,757,084
Interest 2,092,905 1,689,474
Dividends 1,173,261 1,319,295
------------- ---------------
Total investment income 7,608,901 26,765,853
------------- ---------------
Contributions:
Participant contributions 11,463,957 11,770,625
Employer contributions 625,909 646,503
Rollovers 327,999 13,008,739
------------- ---------------
Total contributions 12,417,865 25,425,867
------------- ---------------
Distributions (10,000,182) (8,766,109)
Administrative expenses (25,591) (12,388)
------------- ---------------
Net increase 10,000,993 43,413,223
Net assets available for benefits:
Beginning of year 153,303,476 109,890,253
------------- ---------------
End of year $ 163,304,469 $ 153,303,476
============= ===============
See accompanying notes to financial statements
(1) Description of Plan
The following is a brief description of the Moog Inc. Savings and Stock Ownership Plan (the Plan) and is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
(a) General
| The Plan is a defined contribution plan sponsored by Moog Inc. (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has separate savings and stock ownership components. |
| On November 30, 1998, the Company acquired the net assets of Raytheon Montek Aircraft Company (Montek). Pursuant to the terms of the acquisition agreement, the employees of Montek became eligible to participate in the Plan as of that date and were given credit for their past service for the purpose of Plan eligibility. |
(b) Eligibility
| All domestic employees of the Company with six months of service, as defined, are eligible to participate in the Plan. |
(c) Contributions and Investments
| Each eligible employee may make voluntary pre-tax contributions to the Plan in the form of a 1% to 20% salary reduction subject to Internal Revenue Code (IRC) limits. Contributions are directed by the participant among the available investment options. The Plan currently offers five mutual funds, a fixed interest fund comprised of guaranteed investment contracts, and Company stock as investment options for participants. In 1994, certain assets of the AlliedSignal Savings Plan (including shares of AlliedSignal common stock) were transferred to the Plan as a result of the Company’s acquisition of certain product lines of AlliedSignal Corporation. In December 1999, the AlliedSignal common stock was exchanged for Honeywell International, Inc. (“Honeywell”) common stock due to the merger of the two companies. Honeywell common stock is not an ongoing investment option for Plan participants. |
| The Company matches 25% of employee contributions (the Company Match) allocated towards the purchase of Company common stock. The Company Match may be paid in cash or shares of Company common stock, at the Company's discretion. Rollovers represent accounts rolled into the Plan by participants from prior employer plans. The increase in 1999 is primarily due to the acquisition of Montek. |
(d) Participant Accounts
| A separate account is maintained for each Plan participant. Participant accounts are maintained in units and the change in participant account value is based on the daily fluctuation of unit value of the underlying investment funds. Dividend and interest income is allocated based on the number of units each participant owns on the entitlement date. Participant accounts are fully and immediately vested. Participants may transfer all or part of their accounts among investment options on a daily basis except for certain restrictions on funds transferred from Company stock and transfers to Honeywell common stock. |
(e) Distributions
| Subject to certain limitations, a participant may withdraw all or part of his or her account balance upon attainment of age 59 ½. Distribution of a participant’s account balance is also permitted in the event of death, disability, termination of employment or immediate financial hardship, as defined. Distributions are required to begin at age 70 ½. Distributions are made in cash except for the Company Match and Honeywell common stock which can be distributed in cash or shares. |
(f) Participant Loans
| Loans are limited to the lesser of $50,000 or one-half of the participant’s account balance with a minimum loan of $1,000, payable over a term not to exceed five years. Interest is charged at a rate established by the Plan and is normally prime plus one percent. |
(g) Administrative Expenses
| Participants are required to pay an origination fee with respect to loans from the Plan. Costs of administering the Plan are borne by the Company. |
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
| The financial statements are presented on the accrual basis of accounting. |
(b) Cash and Cash Equivalents
| All highly liquid investments with an original maturity of three months or less are considered cash equivalents. |
(c) Investments
| Investments in mutual funds, Honeywell and Company stock are reported at fair value determined by reference to quoted market prices. Purchases and sales of securities are reported on a "trade date" basis. |
| The guaranteed insurance contracts of the fixed interest fund are fully benefit-responsive and are, therefore, reported at contract value which approximates fair value and which represents the cost of the underlying investment contracts plus interest. |
(d) Use of Estimates
| In preparing the financial statements, the Plan administrator is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates. |
(3) Investments
Plan investments consist of the following:
September 30,
2000 1999
---------------------- ------------------
Mutual Funds
Vanguard Windsor Fund 1,378,633 and 1,548,753 $ 22,154,626 * $ 25,224,483 *
shares, respectively
Vanguard Institutional Index Fund 132,741 shares 17,431,553 * --
Vanguard 500 Index Fund 158,334 shares -- 18,770,450 *
Fidelity Puritan Fund 492,704 and 635,640 9,297,333 * 11,829,255 *
shares, respectively
Janus Worldwide Fund 278,047 and 196,250 20,508,735 * 10,750,562 *
shares, respectively
Putnam New Opportunities Fund 173,796 and 16,359,372 * 5,499,950
83,232 shares, respectively
---------------- -----------------
85,751,619 72,074,700
---------------- -----------------
Guaranteed Investment Contracts
CNA Life Insurance Co., 6.3% guaranteed 8,768,490 * 9,116,147 *
investment contract maturing in December 2000
Principal Life Group Annuity Contract, 5.5% 5,997,753 8,100,671 *
guaranteed investment contract maturing in
December 2001
Metropolitan Life Group Annuity Contract, 6.3% -- 6,921,091
guaranteed investment contract matured in
December 1999
Travelers Insurance, 6.2% guaranteed investment 3,476,253 3,621,187
contract maturing in December 2000
Metropolitan Life Group Annuity Contract, 6,401,138 --
7.2% guaranteed investment contract maturing in
December 2002
New York Life Group Annuity Contract, 7.1% 6,395,185 --
guaranteed investment contract maturing in
December 2002
---------------- -----------------
31,038,819 27,759,096
---------------- -----------------
Moog Inc. Common Stock
Class A - 373,154 and 289,660 shares, 11,241,264 * 8,361,750 *
respectively
Class B - 489,418 and 499,623 shares, 19,699,074 * 20,117,141 *
respectively
---------------- -----------------
30,940,338 28,478,891
---------------- -----------------
Honeywell International Inc. Common Stock 11,982,184 * --
336,342 shares
AlliedSignal Inc. Common Stock 348,093 shares -- 20,864,865 *
---------------- -----------------
Total Investments $159,712,960 $149,177,552
================ =================
*Represents 5% or more of the Plan's net assets available for benefits
(4) Federal Income Taxes
| The Plan has received a favorable determination letter dated June 14, 1999 from the Internal Revenue Service stating that the Plan qualifies under Section 401(a) and 501(a) of the IRC. |
| The Plan sponsor believes that the Plan has been and continues to operate in conformity with its terms and with applicable laws and regulations to maintain its tax qualified status. Accordingly, no federal income tax provision has been made in the accompanying financial statements. |
(5) Plan Termination
| Although it has not expressed an intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. |
| Upon termination, the Company will instruct the trustee to either continue the management of the trust’s assets or liquidate the trust and distribute the assets to the participants in accordance with the Plan document. |
Identity of Issue Description # of Shares Cost Fair or
- ----------------- ----------- ------------ ---- -------
Contract Value
--------------
Principal Life Group Annuity 5.5 % Guaranteed investment contract $5,997,753 $5,997,753
Contract maturing in December 2001.
Metropolitan Life Group Annuity 7.2 % Guaranteed investment 6,401,138 6,401,138
Contract contract maturing in December 2002.
New York Life Group Annuity 7.1 % Guaranteed investment 6,395,185 6,395,185
Contract contract maturing in December 2002.
CNA Insurance Co. Guaranteed 6.3 % Guaranteed investment contract 8,768,490 8,768,490
Investment Contract maturing in December 2000.
Travelers Insurance Guaranteed 6.2 % Guaranteed insurance contract 3,476,253 3,476,253
Investment Contract maturing in December 2000.
Vanguard Windsor Fund Mutual Fund 1,378,633 21,188,678 22,154,626
Fidelity Puritan Fund Mutual Fund 492,704 8,999,916 9,297,333
Vanguard Institutional Index Fund Mutual Fund 132,741 18,169,508 17,431,553
Putnam New Opportunities Fund Mutual Fund 173,796 13,928,094 16,359,372
Janus Worldwide Fund Mutual Fund 278,047 17,049,507 20,508,735
Moog Inc. * Moog Inc. Class A common stock 373,154 9,283,263 11,241,264
Moog Inc. * Moog Inc. Class B common stock 489,418 6,655,155 19,699,074
Honeywell International, Inc. Honeywell common stock 336,342 7,114,039 11,982,184
---------------------------
Total investments $133,426,979 $159,712,960
===========================
* Party named is a party in interest
Identity of party Description of asset Purchase Selling Expense Cost of Current value
- ------------------ -------------------- -------- ------- -------- -------- --------------
Involved Price Price incurred asset of assets on Net Gain
-------- ----- ----- --------- ----- ------------- --------
with transaction
----- -----------
transaction date
----------- ----
HSBC* S-T-I-F Directed $ 28,587,857 - - $ 28,587,857 $28,587,857 -
- 29,216,253 - 29,216,253 29,216,253 -
HSBC* Cash Management Fund 43,246,818 - - 43,246,818 43,246,818 -
- 43,248,331 - 43,248,331 43,248,331 -
* Party named is a party in interest