SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 27, 1996
Moog Inc.
(Exact Name of Registrant as Specified in Charter)
New York 1-5129 16-0757636
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
East Aurora, NY 14052
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (716) 652-2000
NONE
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 27, 1996, Moog Inc. issued the attached press
release.
Item 7. Exhibits.
(i) Press release.
(ii) Second Amendment to Revolving and Term Loan
Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
MOOG INC.
MOOG INC.
(Registrant)
Date: April 8, 1996 By: /s/ RICHARD A. AUBRECHT
Richard A. Aubrecht,
Vice Chairman of the Board
Moog Inc. - East Aurora, New York 14052-0018
Telephone: 716/652-2000 - Fax: 716/687-4457
MOOG
MOOG CALLS CONVERTIBLE DEBENTURES AND ANNOUNCES NEW $100 MILLION
SUBORDINATED NOTE OFFERING
EAST AURORA, N.Y., March 27 /PRNewswire/ -- Moog Inc.
announced today that it has elected to redeem on April 26, 1996
all $18 million of its outstanding 9 7/8% Convertible
Subordinated Debentures at par. On that date the redemption
price shall be payable, together with accrued but unpaid interest
up to April 26th. Interest shall cease to accrue on that date.
The Company also announced that it was planning an offer of
up to $100 million of ten-year subordinated notes in May, the
proceeds of which would be used to finance a proposed
recapitalization of the Company. The recapitalization is
expected to include the execution of an amended Revolving Credit
and Term Loan Agreement and the repayment under the Revolver of
up to $49 million of borrowings under those facilities, the
redemption of $16.4 million of the Company's outstanding 10.25%
Senior Notes, and the repurchase of 714,600 Class A common shares
from the Seneca Foods Corporation at $18.00 per share. These
shares represent 9.3% of the Company's outstanding common stock.
The proposed recapitalization and stock repurchase are
contingent on the note offering, which is expected to be made
under Rule 144A and Regulation S of the Securities Act of 1933.
Accordingly, the new subordinated notes will not be registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements. The note offering is subject to
various conditions, some of which are beyond the Company's
control;, so there can be no assurance that the note offering
will occur, or as to the size of the offering, the terms of the
notes or the impact on the Company.
Moog Inc. is a worldwide manufacturer of high performance
controls used in commercial, industrial, aerospace and defense
applications.
3/27/96
/CONTACT: Susan Johnson of Moog Inc., 716-687-4425/
CONSENT AND SECOND AMENDMENT TO REVOLVING AND TERM LOAN AGREEMENT
THIS AGREEMENT is made as of the 22nd day of March,
1996 among the banks identified in Exhibit A attached to and made
a part of this Agreement (collectively, the "Banks") and
individually a "Bank"), Marine Midland Bank, a New York banking
corporation having its chief executive office at One Marine
Midland Center, Buffalo, New York 14203, ("Marine"), as agent for
the Banks, and Moog Inc., a New York business corporation having
its chief executive office at Jamison Road and Seneca Street,
East Aurora, New York 14052-0018, (the "Borrower").
WHEREAS, the Banks, Marine as agent for the Banks and
the Borrower previously entered into a Revolving and Term Loan
Agreement dated June 15, 1994 and a First Amendment to Revolving
and Term Loan Agreement dated as of November 14, 1995 (as so
amended, the "Loan Agreement"); and
WHEREAS, the Banks, Marine as agent for the Banks and
the Borrower now desire to amend certain terms of the Loan
Agreement; and
WHEREAS, the Banks and Marine as agent for the Banks
now desire to give their consent under the Loan Agreement to the
taking of certain actions by the Borrower;
NOW, THEREFORE, effective on the date described in
Section 5(a) of this Agreement, the Banks, Marine as agent for
the Banks and the Borrower agree as follows:
1. DEFINITIONS. Each word or expression used, but
not defined, in this Agreement shall have the meaning given it in
the Loan Agreement.
2. AMENDMENTS.
a. Section 5(a) of the Loan Agreement shall be
amended to add the words "and to retire certain Permitted
Indebtedness consisting of the Borrower's convertible
subordinated debentures" after the closing parenthesis at the end
of the final sentence.
b. Section 6(d) of the Loan Agreement shall be
amended to read in its entirety as follows:
d. Liabilities to Worth. Maintain at the
end of each fiscal quarter of the Borrower the
Consolidated Liabilities To Worth Ratio of the
Borrower so that it does not exceed the following
applicable percentage: (i) for any such fiscal
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quarter ending on or before June 30, 1997, 420%,
(ii) for any such fiscal quarter ending after
June 30, 1997 and on or before June 30, 1998, 375%
and (iii) for any such fiscal quarter ending
thereafter, 325%;
c. The reference to "130%" in clause (ii)(II) of
Section 6(e) of the Loan Agreement shall be deemed to be a
reference to "200%".
d. A new Section 7(j-2) shall be added to the Loan
Agreement immediately after Section 7(j-1) to read in its
entirety as follows:
j-2. Prepayment of Subordinated Debentures.
Repay the principal amount of any Subordinated
Debenture or any portion thereof in advance of its
scheduled maturity date.
e. A new Section 12(ggg-1) shall be added to the Loan
Agreement immediately after Section 12(ggg) to read in its
entirety as follows:
ggg-1. Subordinated Debentures.
"Subordinated Debentures" means approximately
$100,000,000 of subordinated debentures publicly
issued by the Borrower pursuant to documents in
form and substance satisfactory to the Banks,
bearing a coupon rate of approximately 10% and the
principal amount of which is due in a single
installment 10 years after issuance.
3. CONSENTS. Section 7(b) of the Loan Agreement
provides that "the Borrower shall not, without the prior written
consent of the Required Banks . . . [c]reate, incur, assume or
have any Indebtedness (i) arising from the borrowing of any
money . . . except . . . for Permitted Indebtedness". In
addition, Section 7(h) of the Loan Agreement provides that "the
Borrower shall not, without the prior written consent of the
Required Banks . . . [d]eclare, pay or make any Distribution,
except for Permitted Distributions". The Borrower has requested
the Required Banks to consent to the issuance by the Borrower of
the Subordinated Debentures and the use by the Borrower of the
proceeds of such issuance to (a) retire certain Permitted
Indebtedness consisting of the Borrower's Indebtedness to The
Northwestern Mutual Life Insurance Company aggregating
approximately $17,000,000, (b) repay in advance approximately
$48,000,000 of Revolving Loans and, in addition thereto, all
Revolving Loans the proceeds of which shall have been used to
retire any portion of certain Permitted Indebtedness consisting
of the Borrower's convertible subordinated debentures,
(c) repurchase a privately held block of approximately 714,600 of
the Borrower's Class A common shares for an aggregate purchase
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price of approximately $14,000,000 and (d) paying costs and
expenses of approximately $3,000,000 in connection with the
issuance of the Subordinated Debentures. The Banks so consent,
provided that prior to such issuance the Borrower shall retire
certain Permitted Indebtedness consisting of the Borrower's
convertible subordinated debentures.
4. PREREQUISITES TO LOANS. The obligation of any
Bank to make any Loan after the effective date of this Agreement
shall be conditioned upon the receipt by each Bank at or before
the time such Loan is to be made of the following, in form and
substance satisfactory to each Lending Entity:
a. If such Loan is the first Revolving Loan after the
effective date of this Agreement, a certificate executed by a
Designated Officer and a Designated Financial Officer updating
each representation and warranty previously made in or pursuant
to the Loan Agreement and stating that (i) there did not occur or
exist at any time during the period beginning on the date of the
Loan Agreement and ending at the time such Loan is to be made and
there does not exist at the time such Loan is to be made any
Event of Default or Default and (ii) each representation and
warranty made in the Loan Agreement, as amended by this
Agreement, was true and correct as of all times during the period
beginning on the date of the Loan Agreement and ending at the
time such Loan is to be made and is true and correct as of the
time such Loan is to be made, except to the extent updated in a
certificate executed by a Designated Officer and a Designated
Financial Officer and received by each Lending Entity before the
time such Loan is to be made;
b. If such Loan is the first Revolving Loan after the
effective date of this Agreement, payment on the effective date
of this Agreement of a modification fee to the Agent, for the
ratable benefit of each Bank, equal to such Bank's Pro Rata Share
of $80,000; and
c. Payment of all costs and expenses payable pursuant
to the first sentence of Section 9(a) of the Loan Agreement at or
before the time such Loan is to be made.
5. GENERAL.
a. Term. This Agreement shall become effective upon
its execution by the Borrower, the Agent and the Required Banks.
If, however, the Subordinated Debentures are not issued on or
before June 30, 1996, this Agreement shall immediately terminate,
and the Loan Agreement shall continue in full force and effect as
if this Agreement had never been executed, except that (i) the
Borrower shall by no later than December 31, 1996 repay in
advance (other than by directly or indirectly using the proceeds
of any other Revolving Loans) all Revolving Loans the proceeds of
which were used to retire any portion of certain Permitted
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Indebtedness consisting of the Borrower's convertible
subordinated debentures and (ii) the obligation of the Borrower
pursuant to clause (i) of this sentence shall survive any
termination of this Agreement. Otherwise, the term of this
Agreement shall be the same as the term of the Loan Agreement, as
amended by this Agreement.
b. Survival; Reliance. Each representation,
warranty, covenant and agreement contained in this Agreement
shall survive the making of each Loan and the execution and
delivery of each Loan Document and shall continue in full force
and effect during the term of this Agreement, except to the
extent modified in accordance with the terms of this Agreement.
Each such representation, warranty, covenant and agreement shall
be presumed to have been relied upon by each Lending Entity.
c. Entire Agreement. This Agreement contains the
entire agreement between each Lending Entity and the Borrower
with respect to the subject matter of this Agreement, and
supersedes each course of dealing or other conduct heretofore
pursued, accepted or acquiesced in, and each oral or written
agreement and representation heretofore made, by or on behalf of
any Lending Entity with respect thereto, whether or not relied or
acted upon. No course of performance or other conduct hereafter
pursued, accepted or acquiesced in, and no oral agreement or
representation hereafter made, by or on behalf of any Lending
Entity, whether or not relied or acted upon, and no usage of
trade, whether or not relied or acted upon, shall modify or
terminate this Agreement or impair or otherwise affect any
indebtedness, liability or obligation of the Borrower pursuant to
this Agreement or any right or remedy of any Lending Entity
pursuant to this Agreement or otherwise. No modification or
termination of this Agreement shall be effective unless made in a
writing duly executed by the Required Banks and specifically
referring to each provision of this Agreement being modified or
to such termination.
d. Governing Law. This Agreement shall be governed
by and construed, interpreted and enforced in accordance with the
internal law of the State of New York, without regard to
principles of conflict of laws.
e. Invalidity. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law. If, however, any such
provision shall be prohibited by or invalid under such Law, it
shall be deemed modified to conform to the minimum requirements
of such Law, or, if for any reason it is not deemed so modified,
it shall be prohibited or invalid only to the extent of such
prohibition or invalidity without the remainder thereof of any
other such provision being prohibited or invalid.
f. Headings. In this Agreement, headings of sections
are for convenience of reference only, and are not of substantive
effect.
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g. Counterparts. This Agreement may be executed in
any number of counterparts and signature pages, but all of such
counterparts shall together constitute a single agreement.
h. Loan Agreement. As specifically amended by this
Agreement, the Loan Agreement shall remain in full force and
effect. Effective on the effective date of this Agreement,
references in the Loan Agreement to this Agreement shall be
deemed to be references to the Loan Agreement as amended by this
Agreement.
IN WITNESS WHEREOF, each Lending Entity and the
Borrower have caused this Agreement to be duly executed on the
date shown at the beginning of this Agreement.
MARINE MIDLAND BANK
By
Hugh C. McLean, Vice President
MANUFACTURERS AND TRADERS TRUST COMPANY
By
(Title)
FLEET BANK
By
(Title)
THE MITSUBISHI BANK, LIMITED
By
(Title)
THE SUMITOMO BANK, LIMITED (as successor
to The Daiwa Bank, Limited)
By
(Title)
By
(Title)
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ACKNOWLEDGEMENTS
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the ____ day of March in the year 1996, before me
personally came Hugh C. McLean, known to me, who, being by me
duly sworn, did depose and say that he resides at 170 Highland
Avenue, Buffalo, New York; that he is a Vice President of Marine
Midland Bank, the corporation described in and which executed the
above instrument; and that he signed his name thereto by order of
the board of directors of said corporation.
Notary Public
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of Manufacturers and Traders
Trust Company, the corporation described in and which executed
the above instrument; and that _he signed his (her) name thereto
by order of the board of directors of said corporation.
Notary Public
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STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of Fleet Bank, the corporation
described in and which executed the above instrument; and that
_he signed his (her) name thereto by order of the board of
directors of said corporation.
Notary Public
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of The Mitsubishi Bank, the
corporation described in and which executed the above instrument;
and that _he signed his (her) name thereto by order of the board
of directors of said corporation.
Notary Public
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STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of The Sumitomo Bank, Limited
(as successor to The Daiwa Bank, Limited), the corporation
described in and which executed the above instrument; and that
_he signed his (her) name thereto by order of the board of
directors of said corporation.
Notary Public
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of The Sumitomo Bank, Limited
(as successor to The Daiwa Bank, Limited, the corporation
described in and which executed the above instrument; and that
_he signed his (her) name thereto by order of the board of
directors of said corporation.
Notary Public
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STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of Barnett Bank of Pinellas
County, the corporation described in and which executed the above
instrument; and that _he signed his (her) name thereto by order
of the board of directors of said corporation.
Notary Public
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STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of National Bank of Canada,
the corporation described in and which executed the above
instrument; and that _he signed his (her) name thereto by order
of the board of directors of said corporation.
Notary Public
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STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the day of March in the year 1996, before me
personally came , to me
known, who, being by me duly sworn, did depose and say that _he
resides at
;
that _he is the of National Bank of Canada,
the corporation described in and which executed the above
instrument; and that _he signed his (her) name thereto by order
of the board of directors of said corporation.
Notary Public
STATE OF NEW YORK )
: SS.
COUNTY OF ERIE )
On the ____ day of March in the year 1996, before me
personally came Hugh C. McLean, known to me, who, being by me
duly sworn, did depose and say that he resides at 170 Highland
Avenue, Buffalo, New York; that he is a Vice President of Marine
Midland Bank, the corporation described in and which executed the
above instrument; and that he signed his name thereto by order of
the board of directors of said corporation.
Notary Public
EXHIBIT A
Banks that are a Party to
this Agreement
Marine Midland Bank
Manufacturers and Traders Trust Company
Fleet Bank
Sumitomo Bank, Limited
The Mitsubishi Bank, Limited
Barnett Bank of Pinellas County
National Bank of Canada