SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
MOOG INC.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________
(5) Total fee paid:
_______________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________
(3) Filing Party:
________________________________________________________________
(4) Date Filed:
[LOGO]
MOOG INC., EAST AURORA, NEW YORK 14052
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MOOG
Inc. will be held in the Studio Arena Theater, 710 Main Street, Buffalo,
New York, on Wednesday, February 11, 1998, at 9:15 a.m., for the following
purposes:
1. To elect four directors of the Company, one of whom will be
a Class A director, elected by the holders of Class A shares, and
three of whom will be Class B directors, elected by the holders of
Class B shares, to serve three year terms expiring in 2001, or until
the election and qualification of their successors.
2. To consider and approve the Moog Inc. 1998 Stock Option
Plan.
3. To consider and ratify the selection of KPMG Peat Marwick
LLP, independent certified public accountants, as auditors of the
Company for the 1998 fiscal year.
4. To consider and transact such other business as may properly
come before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 26,
1997 as the record date for determining which shareholders shall be
entitled to notice of and to vote at such meeting. SHAREHOLDERS WHO WILL BE
UNABLE TO BE PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH
SHAREHOLDERS ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY.
THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: East Aurora, New York
January 5, 1998
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
MOOG INC.
------------------------
TO BE HELD IN THE AUDITORIUM OF THE STUDIO ARENA THEATER
710 MAIN STREET, BUFFALO, NEW YORK
ON FEBRUARY 11, 1998
This Proxy Statement is furnished to shareholders of record on
December 26, 1997 by the Board of Directors of MOOG Inc. (the "Company") in
connection with the solicitation of proxies for use at the Annual Meeting
of Shareholders on Wednesday, February 11, 1998, at 9:15 a.m., and at any
adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Shareholders. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about January 5, 1998.
If the enclosed form of proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the
instructions thereon. Unless otherwise specified, the proxy shall be
deemed to confer authority to vote the shares represented by the proxy
"FOR" Proposal 1, the election of directors, "FOR" Proposal 2, the approval
of the Moog Inc. 1998 Stock Option Plan and "FOR" Proposal 3, the
ratification of KPMG Peat Marwick LLP as independent auditors for the
fiscal year 1998.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it insofar as it has not been exercised. Such revocation may
be made in person at the meeting, or by submitting a proxy bearing a date
subsequent to that on the proxy to be revoked, or by written notification
to the Secretary of the Company.
GENERAL
The Board of Directors has fixed the close of business on December 26,
1997, as the record date for determining the holders of common stock
entitled to notice of and to vote at the meeting. On December 26, 1997, the
Company had outstanding and entitled to vote, a total of 5,488,765 shares
of Class A common stock ("Class A shares") and 1,603,086 shares of Class B
common stock ("Class B shares"). Holders of Class A shares are entitled to
elect at least 25% of the Board of Directors (rounded up to the nearest
whole number) so long as the number of outstanding Class A shares is at
least 10% of the number of outstanding shares of both classes of common
stock. Currently, the holders of Class A shares are entitled, as a class,
to elect three directors of the Company, and the holders of the Class B
shares are entitled, as a class, to elect the remaining seven directors.
Other than on matters relating to the election of directors or as required
by law, where the holders of Class A shares and Class B shares vote as
separate classes, the record holder of each outstanding Class A share is
entitled to a one-tenth vote per share and the record holder of each
outstanding Class B share is entitled to one vote per share on all matters
to be brought before the meeting. The Class A director and the Class B
directors will be elected by a plurality of the votes cast by the
respective class. The other matter submitted to the meeting may be adopted
by a majority of the votes cast, a quorum of 2,744,384 Class A shares and
801,544 Class B shares being present. The record holders of 9% Cumulative
Convertible Exchangeable Preferred Shares, Series B, $1.00 par value
("Series B Preferred Stock") are not entitled to vote on the matters upon
which action is to be taken at the meeting.
In accordance with New York law, abstentions are not counted in
determining the votes cast in connection with the approval of the Moog Inc.
1998 Stock Option Plan and the ratification of the selection of KPMG Peat
Marwick LLP as auditors of the Company for the 1998 fiscal year. Votes
withheld in connection with the election of one or more nominees for
director will not be counted and will have no effect.
CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP
The only persons known by the Company to own beneficially more than
five percent of the outstanding shares of either class of the voting common
stock of the Company are set forth below.
CLASS A CLASS B
COMMON STOCK(1) COMMON STOCK(1)(2)
-------------------- --------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- ------------------- ---------- --------- ---------- ---------
Moog Inc. Savings and
Stock Ownership Plan
Trust(3)............... 148,104 2.7 514,311 32.1
c/o Moog Inc. Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement Plan
Trust(4)............... 304,155 5.6 296,603 18.5
c/o Moog Inc. Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement
as to Voting(5)........ 144,288 2.6 270,988 16.9
c/o Moog Inc. Jamison Rd.
East Aurora, NY 14052
All directors and
officers as a group.... 285,923 5.0 165,534 9.9
(See "Election of
Directors," particularly
footnotes 2 and 9 to the
Schedule on page 4.)
U.S. Bancorp........... 582,900 10.6 -0- -0-
111 S.W. Fifth Street
Portland, OR 97208
David L. Babson &
Co., Inc............... 426,900 7.8 -0- -0-
One Memorial Drive
Cambridge, MA 02142
Gabelli Funds,
Inc. et. al............ 419,200 7.6 -0- -0-
One Corporate Center
Rye, NY 10580
Montgomery Asset
Management L.P......... 389,900 7.1 -0- -0-
101 California St.
San Francisco, CA 94111
- ----------------------
(1) See the table on pages 4 and 5 containing information concerning the
shareholdings of directors and officers of the Company.
(2) Class B shares are convertible into Class A shares on a
share-for-share basis.
(3) Of the shares shown as beneficially owned in the table, 36 unallocated
shares of Class A Common Stock and 35,120 unallocated shares of
Class B Common Stock held are voted by the Trustee, Marine Midland
Bank, Buffalo, New York, as directed by the Investment Committee under
the Savings and Stock Ownership Plan. An additional 148,068 Class A
shares and 479,191 Class B shares allocated to individual participants
under the Plan are voted by the Trustee as directed by the participant
to whom such shares are allocated. Any allocated shares as to which
voting instructions are not received are voted by the Trustee as
directed by the Investment Committee. As of September 30, 1997, 2,680
of the allocated Class A shares and 18,345 of the allocated Class B
shares belong to officers and are included in the share totals in the
table on pages 4 and 5 for all directors and executive officers as a
group.
(4) Shares held are voted by the Trustee, Manufacturers and Traders Trust
Company, Buffalo, New York, as directed by the Moog Inc. Retirement
Plan Committee.
(5) Does not include options to acquire 40,500 Class A shares and 17,000
Class B shares. See "Moog Family Agreement as to Voting" for an
explanation as to how the shares shown in the table as beneficially
owned are voted.
MOOG FAMILY AGREEMENT AS TO VOTING
The Moog Family Agreement as to Voting is an agreement among the
following relatives of the late Jane B. Moog: her children, Constance Moog
Silliman, Nancy Moog Aubrecht, Douglas B. Moog and Susan L. Moog; her adult
grandchildren; her son-in-law, Richard A. Aubrecht; her daughter-in-law,
Jeanne M. Moog; and Albert K. Hill, former counsel to the Company, whose
shares are not covered by the agreement.
The agreement relates to 144,288 Class A shares and 270,988 Class B
shares, exclusive of currently exercisable options, owned of record or
beneficially by each of the other parties to the agreement.
Each of the named parties granted an irrevocable proxy covering that
person's shares of stock subject to the agreement to certain parties to the
agreement who are required to take any action and cause all shares subject
to the agreement to be voted as may be determined by the vote of any four
of: Richard A. Aubrecht, Constance Moog Silliman, Jeanne M. Moog, Douglas
B. Moog, Susan L. Moog and Albert K. Hill.
The agreement contains restrictions on the ability of any party to
remove all or any shares of stock from the provisions of the agreement and
further provides for each of the parties who have the right to vote in
certain instances to have successors named by them. In addition, the
transfer in any manner of any shares of the Company is subject to the
agreement.
The agreement, by its terms, continues in force until December 31,
2015, unless certain specified contingencies occur prior to that date.
ELECTION OF DIRECTORS
One of three classes of the Board of Directors of the Company is
elected annually to serve three year terms. Four directors are to be
elected at the meeting, of which one is to be a Class A director and three
are to be Class B directors. The Class A director's term of office expires
at the meeting and he is to be re-elected by the holders of the outstanding
Class A shares. One Class B director was appointed by the Board of
Directors in 1997 and is to be elected by the holders of the outstanding
Class B shares. The other two nominees for director have not previously
served as directors of the Company and have been nominated to be elected as
Class B directors by the holders of the outstanding Class B shares. All
four nominees will be elected to hold office until 2001 and the election
and qualification of their successors. The persons named in the enclosed
proxy will vote Class A shares for the election of the Class A nominee
named below, and Class B shares for the election of the Class B nominees
named below, unless the proxy directs otherwise. In the event any of the
nominees should be unable to serve as a director, the proxy will be voted
in accordance with the best judgment of the person or persons acting under
it. It is not expected that any of the nominees will be unable to serve.
NOMINEES AND DIRECTORS
Certain information regarding nominees for Class A and Class B
directors, as well as those directors whose terms of office continue beyond
the date of the 1998 Annual Meeting of Shareholders, including their
beneficial ownership of equity securities, is set forth below. Unless
otherwise indicated, each person held various positions with the Company
for the past five years and has sole voting and investment power with
respect to the securities beneficially owned. Beneficial ownership
includes securities which could be acquired pursuant to currently
exercisable options or options which become exercisable within 60 days of
the date of this Proxy Statement.
Arthur S. Wolcott has been a member of the Board of Directors since
1977. Upon attaining 70 years of age, in deference to the Board's
policies, Mr. Wolcott has determined not to stand for re-election.
Except as otherwise noted, all of the nominees have previously served
as directors and have been elected as directors at prior Annual Meetings of
Shareholders.
SERIES B
PREFERRED
SHARES OF COMMON STOCK STOCK(1)
FIRST ------------------------------------- -------------
PRINCIPAL ELECTED PERCENT PERCENT PERCENT
AGE OCCUPATION DIRECTOR CLASS A OF CLASS CLASS B OF CLASS SHARES OF CLASS
--- ---------- -------- ------- -------- ------- -------- ------ --------
NOMINEES FOR
CLASS B DIRECTOR
TERM EXPIRING IN 2001
Kraig H. Kayser
(2)(3)........ 37 President, 100 * -0- -0- -0- -0-
Chief Executive
Officer, Seneca
Foods
Corporation
Robert H. Maskrey
(4).......... 56 Vice President, 41,235 * 20,475 1.3 13,111 13.8
Moog Inc.
Albert F. Myers
(5)........... 51 Vice 1997 -0- -0- -0- -0- -0- -0-
President,
Treasurer,
Northrop
Grumman
Corporation
SERIES B
PREFERRED
SHARES OF COMMON STOCK STOCK(1)
FIRST ------------------------------------- ---------------
PRINCIPAL ELECTED PERCENT PERCENT PERCENT
AGE OCCUPATION DIRECTOR CLASS A OF CLASS CLASS B OF CLASS SHARES OF CLASS
--- ---------- -------- ------- -------- ------- -------- ------ --------
NOMINEE FOR
CLASS A DIRECTOR
TERM EXPIRING IN 2001
Robert R. Banta.... 55 Executive 1991 100 * 17,000 1.1 11,111 11.7
Vice
President,
Chief Financial
Officer,
Assistant
Secretary, Moog
Inc.
CLASS B DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRING IN 2000
Richard A. Aubrecht
(6).............. 53 Vice 1980 42,493 * 24,980 1.5 17,222 18.2
Chairman
of the Board,
Vice President,
Moog Inc.
John D. Hendrick... 59 President, 1994 -0- -0- 1,000 * -0- -0-
Director,
Okuma
America Corp.
TERM EXPIRING IN 1999
Kenneth J. McIlraith 70 Retired 1976 6,000 * 8,304 * -0- -0-
Banking
Executive
Joe C. Green....... 56 Executive 1986 40,857 * 19,967 1.2 11,111 11.7
Vice
President,
Chief Admin.
Officer,
Moog Inc.
CLASS A DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRING IN 2000
Peter P. Poth(7)... 68 Retired 1984 -0- -0- 3,614 * -0- -0-
Executive
TERM EXPIRING IN 1999
Robert T. Brady(8). 56 Chairman 1984 53,636 1.0 29,792 1.9 11,111 11.7
of the
Board,
President,
Chief Executive
Officer,
Moog Inc.
All directors and
officers as a group
(seventeen persons).. 285,923(9) 5.0 165,534(9)9.9 83,771 88.3
- ---------------
* Does not exceed one percent of the class.
(1) Each share of Series B Preferred Stock, which has one vote per share
on matters as to which the Class is entitled to vote, is convertible
into .08585 Class A share. Under an agreement dated October 15, 1988,
as amended, the eight holders of the Series B Preferred Stock
appointed as proxies Vice President Richard C. Sherrill and Vice
President and nominee Robert H. Maskrey, who will vote all shares of
such stock as determined by a majority of such shares.
(2) Does not include 99,900 Class A shares and 20,300 Class B shares held
in a Seneca Foods Corporation pension plan for which Mr. Kayser is one
of three trustees as well as one of a number of beneficiaries. Also
not included are 55,900 Class B shares owned by Seneca Foods
Corporation, of which Mr. Kayser is President, a director and a major
shareholder. Also excluded are 89,700 Class A shares held by the
Seneca Foods Foundation, of which Mr. Kayser is a director (see
"Certain Beneficial Owners").
(3) Mr. Kayser has been nominated to serve as a Director of the Company
commencing in February 1998 and has not been previously elected by
shareholders. Mr. Kayser has been President and Chief Executive
Officer of Seneca Foods Corporation since 1993. Prior to joining
Seneca Foods Corporation in 1991, Mr. Kayser was a Vice President of
J.P. Morgan Investment Management. He received his B.A. from Hamilton
College and M.B.A. from Cornell University.
(4) Mr. Maskrey has been nominated to serve as a Director of the Company
commencing in February 1998 and has not been previously elected by
shareholders. Mr. Maskrey has been with the Company since 1964. He
served in a variety of engineering capacities through 1976. From 1976
until 1981, Mr. Maskrey was Chief Engineer for the Electronics &
Systems Division. In 1981, Mr. Maskrey joined the Aircraft Controls
Division, of which he became General Manager and concurrently a Vice
President of the Company in 1985. Mr. Maskrey received his B.S. and
M.S. in mechanical engineering from M.I.T.
(5) Mr. Myers was elected a Director of Moog in 1997, but has not
previously been elected by shareholders. He is Corporate Vice
President and Treasurer of Northrop Grumman Corporation. Formerly
Chief of the Controls Branch at NASA's Dryden Flight Research Center,
Mr. Myers joined Northrop in 1981. He received his B.S. and M.S.
degrees in mechanical engineering from the University of Idaho. In
addition, he completed a Sloan Fellowship at M.I.T. where he received
an M.S. in industrial management.
(6) Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the beneficial
owner of 29,569 Class A shares and 39,658 Class B shares, which are
not included.
(7) Mr. Poth was Vice Chairman of Delaware North Companies, Incorporated
from November 1991 until he retired in December 1992, and was its
President from February 1, 1989 to October 31, 1991. From July 1983
to December 1987, he was Executive Vice President -- Administration,
and from December 1, 1987 to February 1, 1989, he was a business
consultant for that company.
(8) Not included are 200 Class A shares owned by Mr. Brady's wife and
1,000 Class A shares and 3,600 Class B shares owned by Mr. Brady's
wife as custodian for their children.
(9) Does not include shares held by spouses, or as custodian or trustee
for minors, as to which beneficial interest has been disclaimed, or
shares held under the "Moog Family Agreement as to Voting" described
on page 3. Includes 205,300 Class A shares and 68,000 Class B shares
subject to currently exercisable options. Officers and directors of
the Company have entered into an agreement among themselves and with
the Company's Savings and Stock Ownership Plan (the "SSOP"), the
Employees' Retirement Plan and the Company, which provides that prior
to selling Class B shares obtained through exercise of a non-statutory
option, the remaining officers and directors, the SSOP, the Employees'
Retirement Plan and the Company have an option to purchase the shares
being sold.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended September 27, 1997, all executive
officers and directors of the Company timely filed with the Securities and
Exchange Commission all required reports regarding their beneficial
ownership of Company securities except Mr. Wolcott, who filed one report
eight days late.
OTHER DIRECTORSHIPS
Directors of the Company are presently serving on the following boards
of directors of other publicly traded companies:
NAME OF DIRECTOR COMPANY
- ------------------------------------- -----------------------------------
Robert T. Brady...................... First Empire State Corporation;
Seneca Foods Corporation; Acme
Electric Corporation; Astronics
Corporation; National Fuel Gas
Company
Arthur S. Wolcott.................... Seneca Foods Corporation
Richard A. Aubrecht.................. R. P. Adams Company, Inc.
Kraig H. Kayser...................... Seneca Foods Corporation
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
From October 1, 1996 to September 27, 1997, the Board of Directors
held four meetings. Standing committees of the Board of Directors and the
number of meetings they each held were as follows:
NUMBER OF
COMMITTEES MEETINGS MEMBERS
- --------------------------- --------- ----------------------------
Audit........................ 3 Messrs. Hendrick, McIlraith,
Poth, Wolcott and Meyers
Executive.................... 0 Messrs. Aubrecht, Banta,
Brady, Green and Poth
Executive Compensation....... 1 Messrs. Hendrick, McIlraith,
Poth and Wolcott
Stock Option................. 0 Messrs. Hendrick, McIlraith,
Poth and Wolcott
Every member of the Board of Directors attended at least 75% of
meetings of the Board of Directors and of all committees on which he served
except Mr. Wolcott (who is not standing for re-election) who attended two
of three Audit Committee Meetings.
The Executive Committee, between meetings of the Board of Directors
and to the extent permitted by law, exercises all of the powers and
authority of the Board in the management of the business of the Company.
The Executive Compensation Committee determines the compensation of
corporate officers and oversees the compensation of top management of the
Company. The Stock Option Committee is responsible for the administration
of the stock option plans of the Company and recommends to the Board of
Directors proposed recipients of stock options. The Audit Committee
recommends the engaging and discharging of the independent auditors, acts
as liaison between the independent auditors and the Board of Directors, and
oversees the Company's internal accounting controls. The Board of
Directors does not have a Nominating Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES FOR
CLASS B DIRECTOR AND THE NOMINEE FOR CLASS A DIRECTOR.
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee (the "Compensation Committee")
determines the compensation of Corporate officers and oversees the
administration of executive compensation programs. The Compensation
Committee is composed solely of independent, nonemployee Directors of the
Company. Messrs. McIlraith, Poth, Hendrick and Wolcott served on the
Compensation Committee for the past fiscal year. The Compensation
Committee is responsible for all elements of executive compensation
including base salary, management profit sharing and other benefit programs
for key executives.
The goals of the Company's executive compensation program are to:
1. Pay competitively to attract, retain and motivate superior
executives who must operate in a highly competitive and
technologically specialized environment,
2. Relate total compensation for each executive to overall
Company performance as well as individual performance, and
3. Align executives' performance and financial interests with
shareholder value.
It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules, as one of many factors used
to make specific compensation determinations consistent with the goals of
the Company's executive compensation program. Presently and for the
foreseeable future, Section 162(m) of the Internal Revenue Code, relating
to the nondeductibility of individual annual executive compensation
payments in excess of $1 million, will not cause any compensation to be
paid by the Company to be nondeductible.
SALARIES
Base salary ranges are developed after considering the recommendations
of professional compensation consultants who conduct annual compensation
surveys of similar companies. Base salaries within these ranges are
targeted to be above average and competitive in relation to salaries paid
for similar positions in comparable companies. On an annual basis, the
Compensation Committee reviews management recommendations for executives'
salaries utilizing the results of survey data for comparable executive
positions. Individual salary determinations within the established ranges
are made based on position accountabilities, experience, sustained
individual performance, overall Company performance, and peer comparisons
inside and outside the Company, with each factor being weighed reasonably
in relation to other factors.
MANAGEMENT PROFIT SHARING PLAN
Under the Management Profit Sharing Plan, which is a part of an
overall Employee Profit Sharing Plan approved by the Board of Directors, an
individual executive's annual profit share is determined by multiplying the
base salary by the product of the Company's net margin and a multiple which
varies with the executive's accountabilities. The Company uses net margin
as the performance parameter because it is the principal determinant of
Return on Investment and its measurement is clear. The annual net margin
is not affected by other complicating factors in the Company's financial
structure.
There is no management profit share paid unless the Company's net
margin is at least 2% for the fiscal year. This plan is intended to
motivate executives toward the achievement of goals which are directly
aligned with shareholder interests. Officers of the Company participate in
this plan with all other key executives. There have been fiscal years when
management has temporarily suspended the entire profit share plan or paid
only a portion of the plan. Seventy-five percent (75%) of the normal
management profit share was paid to executives for Fiscal 1997. Such
profit share was payable to executive officers on January 2, 1998, the date
the Compensation Committee established for payment, provided the executive
was employed by the Company on that date.
STOCK OPTIONS
Stock option plans have been used in past years to relate the
long-term financial interests of executives with those of shareholders.
The Company had an Incentive Stock Option Plan and a Non-Statutory
Stock Option Plan, both of which expired on December 31, 1992. Options
granted under these plans and shown in the Fiscal Year-End Option/SAR
Values Table on page 10 remain outstanding. All stock options granted
under these plans were priced at the fair market value of the underlying
stock as of the date of the grant.
OTHER COMPENSATION PLANS
In order that the total aggregated compensation package provided
officers meets the Company's goals, officers are provided certain
additional benefit plans as discussed on pages 11 and 12. These plans are
comparable to those provided to executives in companies surveyed by the
Company's professional compensation consultants.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee determines the Chief Executive Officer's
salary and other compensation elements based on performance. The salary is
established within a salary range recommended by an independent
compensation consulting firm.
The Company has closely managed its business plans over the past
several years in response to changing demands in a more competitive global
marketplace. The Company has also completed several strategic acquisitions
which strengthened its market position. The management actions have
resulted in continuing improvement of overall financial performance. The
fiscal 1997 results again improved significantly over the prior year. In
view of the Company's strong performance, the Compensation Committee
granted salary increases to the Chief Executive Officer and other officers
in 1997.
Mr. Brady was elected Chairman of the Board in February 1996, and
continues as Chief Executive Officer. His dedicated leadership continues
to be a vital guiding force for the Company in meeting the challenges of
today's diverse global business environment. His efforts not only have
resulted in improved Company performances during fiscal 1997, but also have
positioned the Company for continued success in the future.
The Compensation Committee believes that its actions have been an
effective implementation of the Company's overall compensation policies.
John D. Hendrick Kenneth J. McIlraith
Peter P. Poth Arthur S. Wolcott
STOCK PRICE PERFORMANCE GRAPH
1992 -- 1997
The following graph compares the cumulative total shareholder return
on the Company's Class A Common Stock with that of the AMEX Market Value
Index, a major market index of the American Stock Exchange, and the S&P
Aerospace/Defense Index, an industry index published by Standard and Poor's
Corporation. The comparison for each of the periods assumes that $100 was
invested on September 30, 1992 in each of the Company's Class A Common
Stock, the stocks included in the AMEX Market Value Index and the stocks
included in the S&P Aerospace/Defense Index. These indices, which reflect
formulas for dividend reinvestment and weighting of individual stocks, do
not necessarily reflect returns that could be achieved by individual
investors.
MOOG INC.
Measurement Period CLASS S & P
(Fiscal Year Covered) 'A' AMEX MARKET VALUE AEROSPACE/DEFENSE
Sep-92 100 100 100
Sep-93 174 122 136
Sep-94 177 122 152
Sep-95 320 145 234
Sep-96 514 152 320
Sep-97 911 191 396
SUMMARY COMPENSATION TABLE
The following tabulation shows information concerning the compensation
for services in all capacities to the Company for the fiscal years ended
September 27, 1997, and September 30, 1996 and 1995, of those persons who
were, at September 27, 1997, the Company's five most highly compensated
executive officers (the "Named Executives").
ANNUAL COMPENSATION SECURITIES
------------------------ UNDERLYING ALL OTHER
SALARY BONUS OTHER OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) (#) ($)(2)
- --------------------------- ----- ------ ------ ----- ---------- ------------
Robert T. Brady............ 1997 403,918 65,586 10,382 0 5,188
Chairman of the Board, 1996 362,473 33,601 10,234 0 5,188
President, Chief Executive 1995 347,675 0 10,072 0 3,321
Officer
Joe C. Green............... 1997 272,925 43,603 3,098 0 4,486
Executive Vice President, 1996 257,769 23,950 3,208 0 44,105
Chief Administrative Officer 1995 244,892 0 3,263 0 7,185
Robert H. Maskrey.......... 1997 250,186 39,938 10,579 0 5,058
Vice President 1996 236,646 21,937 9,719 0 3,458
1995 225,936 0 7,224 0 3,281
Robert R. Banta............ 1997 246,155 39,326 7,761 0 149,129
Executive Vice President, 1996 232,485 21,600 6,156 0 2,514
Chief Financial Officer 1995 220,365 0 5,375 0 6,693
Richard A. Aubrecht........ 1997 235,427 37,612 5,250 0 4,889
Vice Chairman of the Board, 1996 223,123 20,659 2,942 0 4,758
Vice President 1995 214,793 0 4,386 0 4,490
- ---------------
(1) Such bonuses were payable on January 2, 1997, the date the Compensation Committee established
for payment, provided the executive was employed by the Company on that date.
(2) Amounts shown for 1997 include $0, $198, $950, $0 and $2,375 representing Company matching
contributions to the Company's Savings and Stock Ownership Plan, $0, $0, $0, $146,500, and $0
representing payments for Stock Appreciation Rights, and $5,188, $4,288, $4,108, $2,629 and
$2,514 representing premiums on group life insurance, paid by the Company on behalf of Messrs.
Brady, Green, Maskrey, Banta and Aubrecht, respectively.
FISCAL YEAR-END OPTION/SAR VALUES(1)
Shown below is information as to the number and value of currently
exercisable but as yet unexercised options and stock appreciation rights
("SARs") granted during prior years under the Company's Incentive Stock
Option Plan and Non-Statutory Stock Option Plan to the Named Executives.
Both of these plans terminated in accordance with their own provisions on
December 31, 1992.
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AND SARS IN-THE-MONEY
AT OPTIONS AND SARS AT
SHARES ACQUIRED FISCAL FISCAL
ON EXERCISE (#) YEAR-END YEAR-END
------------------------------- --------------------------------------
CLASS B CLASS B CLASS B
NAME CLASS A & SAR'S REALIZED($) CLASS A & SAR'S CLASS A & SAR'S
- ---------------------- ------- ------- ----------- ------- -------- ------- -------
Robert T. Brady....... 0 0 0 45,000 34,000 $1,436,125 $752,250
Joe C. Green.......... 18,500 0 $ 313,563 22,000 34,000 715,125 752,250
Robert H. Maskrey..... 0 0 0 40,500 34,000 1,287,688 752,250
Robert R. Banta....... 2,100 34,000 $ 312,425 0 0 0 0
Richard A. Aubrecht... 0 0 0 40,500 34,000 1,287,688 752,250
- ---------------
(1) All Class A and Class B options and SARs are currently exercisable. Class B options are
exercisable in tandem with SARs.
EMPLOYEES' RETIREMENT PLAN
Under the Company's Employees' Retirement Plan, benefits are payable
monthly upon retirement to participating employees of the Company based
upon compensation and years of service and subject to limitations imposed
by the Employee Retirement Income Security Act of 1974 ("ERISA"). The
Employees' Retirement Plan is administered by a Retirement Plan Committee
and covers all employees with one year of service and a minimum of 1,000
hours of employment.
Benefits payable under the Plan are determined on the basis of
compensation and credited years of service. It is a career average type
plan. Base annual rate of pay for prior service compensation is determined
as of January 1, 1984, but in no event may this amount exceed the average
rate based upon the five highest January 1 pay rates preceding the plan
year of date of determination. Effective October 1, 1989, future service
compensation is the basic annual rate of pay for the preceding plan year
plus overtime and shift differential compensation, limited to $200,000 (as
indexed) through September 30, 1994, and $150,000 (as indexed) thereafter.
The prior service pension is 3/4% of the first $9,000 of prior
service compensation, plus 1 3/4% of the excess, multiplied by prior
service but not less than the accrued benefit as of September 30, 1984,
determined under the prior plan. The future service pension for each year
of credited service after September 30, 1984, and before October 1, 1986,
is 3/4% of the first $9,000 of future service compensation for such year
plus 1 3/4% of the excess. The future service pension for each year of
credited service after September 30, 1986, and prior to October 1, 1989, is
3/4% of the first $12,000 of future service compensation for such year,
plus 1 3/4% of the excess.
Effective October 1, 1989, the future service pension for each year of
credited service is 1.15% of the first $20,000 of future service
compensation for such year, plus 1 3/4% of the excess. Any participant
with five years or more of service receives a minimum pension of $2,400 per
year, reduced pro rata for credited service of less than 15 years.
SUPPLEMENTAL RETIREMENT PLAN
The Company also has a Supplemental Retirement Plan applicable to
eligible officers of the Company with at least 10 years of continuous
service upon retirement at age 65 or older.
The Supplemental Retirement Plan provides benefits for an eligible
officer at age 65 with 25 years of service equal to 65% of the average of
the highest consecutive three year base salary of such officer prior to
retirement, less any benefits payable under the Employees' Retirement Plan,
and also less the primary Social Security benefit of such officer at age
65. An officer 60 or more years of age, whose combined chronological age
and years of service equal or exceed 90, may elect early retirement and
receive reduced benefits. A reduced benefit is available for officers 65
years of age with between 10 and 25 years of service.
A participant's benefits are vested in the event of an involuntary
termination of employment other than for active wrongdoing or other
grievous cause. For purposes of the Supplemental Retirement Plan, a change
in duties, responsibilities, status, pay or perquisites which follows a
change in ownership or control of the Company is deemed an involuntary
termination.
The projected annual benefits, assuming level continuation of payable
at normal retirement age for each of the Named Executives under the
Employees' Retirement Plan and the Supplemental Retirement Plan are:
PROJECTED ANNUAL BENEFIT
PAYABLE AT NORMAL
NAME RETIREMENT AGE
- ----- ------------------------
Robert T. Brady...................... $254,095
Joe C. Green......................... 164,132
Robert H. Maskrey.................... 148,899
Robert R. Banta...................... 146,541
Richard A. Aubrecht.................. 139,348
EMPLOYMENT TERMINATION BENEFITS AGREEMENTS
Certain executive officers of the Company, including those named in
the Summary Compensation Table, have entered into Employment Termination
Benefits Agreements with the Company.
The Employment Termination Benefits Agreements provide that upon
death, disability or retirement, the executive will receive those benefits
provided to him by the Company under all its benefit plans. Where
employment is terminated for cause, the executive is entitled to the cash
equivalent of any accrued extended vacation, but is not entitled to
participate in any profit sharing award or incentive compensation payable
after the date of termination. In such circumstances, the right to
exercise any stock options is also terminated. Upon a voluntary
termination, the executive receives employment benefits up to the date of
termination, as well as the cash value of any extended vacation benefits
and stock options may be exercised. In the event of a voluntary
termination, the executive is not entitled to receive any profit sharing
award payable after termination.
Upon an involuntary termination, the executive is immediately vested
under the Employees' Retirement Plan and Supplemental Retirement Plan and
is entitled to receive for one year, certain perquisites and insurance
benefits. The executive also receives amounts otherwise payable under the
Management Profit Sharing Plan. Stock options may be exercised, or if not
then exercisable, the executive is entitled to cash in an amount equal to
the difference between the then current market value of the Company Common
Stock underlying the option and the option's exercise price. The executive
is entitled to accrued extended vacation benefits, as well as to the
continuation of base compensation for between 12 and 36 months, based on
years of service. Where involuntary termination occurs by reason of a
change in control of the Company, the executive receives the benefits
otherwise provided for an involuntary termination, with accelerated vesting
of compensation continuation.
During the term of the Employment Termination Benefits Agreements, and
in the event of involuntary termination upon a change of control, until the
last payment to the executive is made under the Employment Termination
Benefits Agreements, the executive may not compete with the Company.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On October 25, 1997, the Company renewed an officers and directors
indemnification insurance policy written by The Chubb Group. The renewal
was for a one-year period at an annual premium of $89,975. The policy
provides indemnification benefits and the payment of expenses in actions
instituted against any director or officer of the Company for claimed
liability arising out of their conduct in such capacities. No payments or
claims of indemnification or expenses have been made under any such
insurance policies purchased by the Company at any time.
COMPENSATION OF DIRECTORS
Non-management directors are paid $1,667 per month and reimbursed for
expenses incurred in attending Board and committee meetings. They received
aggregate remuneration of $112,333 for the fiscal year ended September 27,
1997, including all fees paid to Warren B. Cutting, Director Emeritus.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hendrick, McIlraith, Poth and Wolcott served on the
Compensation Committee for the past fiscal year. Mr. Wolcott is also
Chairman of the Board and a major shareholder of Seneca Foods Corporation
("Seneca"). Mr. Brady, the Company's Chairman, President and Chief
Executive Officer, is a director of Seneca.
APPROVAL OF MOOG INC. 1998 STOCK OPTION PLAN
The Board of Directors has approved the adoption of a new stock option
plan, the Moog Inc. 1998 Stock Option Plan (the "1998 Plan" or the "Plan")
for 600,000 Class A shares, subject to approval by the shareholders at this
Annual Meeting. The affirmative vote of a majority of the votes cast with
respect to this proposal by the holders of Class A shares and Class B
shares entitled to vote is required for the adoption of this proposal.
The Board of Directors believes that it is in the Company's best
interest to adopt the 1998 as stated under "Purpose", in light of the
termination of both the Company's Incentive Stock Option Plan and
Non-Statutory Stock Option Plan in accordance with their own provisions on
December 31, 1992, and to provide for future awards. Accordingly,
shareholders are being requested at the Annual Meeting to consider and
approve the adoption of the 1998 Plan by the Company. For the full text of
the 1998 Plan, see Exhibit A to this Proxy Statement.
TYPE OF AWARDS
The Plan would provide for grants of incentive stock options intended
to meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and non-qualified stock options. Under the
Plan, incentive stock options and non-qualified stock options would be
available for grant to officers and key personnel of the Company.
Non-qualified stock options would also be available for grant to
non-employee directors under the Plan.
PURPOSE
The purpose of the 1998 Plan is to further the Company's growth and
development by providing to non-employee directors and officers and other
key employees who are in a position to contribute materially to the
prosperity of the Company, through ownership of stock of the Company, an
incentive to increase their interest in the Company's welfare and continue
their services and to afford a means through which the Company can attract
to its service other employees of outstanding ability.
ADMINISTRATION
The 1998 Plan will generally be administered by the Stock Option
Committee (the "Committee") or such other committee designated and
authorized by the Board of Directors (the "Board") to administer the Plan.
The Committee shall consist of not less than two members of the Board, each
of whom is a "Disinterested Board Member" (as defined in the Plan). The
Committee will have the sole authority and discretion to select employees
to participate in the Plan, to grant options, to specify the terms and
conditions of such options (within the limitations of the Plan), to do all
things necessary and proper for the administration of the Plan, and
otherwise to interpret and construe the terms and provisions of the Plan
and any agreements governing options granted thereunder. The Board must
approve any grant of non-qualified stock options to a non-employee director
and such non-employee director must abstain from voting on such grant. The
Committee, as it may deem advisable, may issue rules and regulations for
the administration of the Plan. When so directed by the Committee,
appropriate officers of the Company shall execute and deliver on behalf of
the Company such options, agreements and other instruments as the Committee
may determine necessary to the implementation of the Plan. The Committee
may adopt and/or construe an appropriate form for any such options or
agreements and instruments, which forms shall contain such provisions or
conditions as the Committee deems necessary or advisable in carrying out
the purposes of the Plan, provided, however, that no such provision or
condition shall be inconsistent with the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the
1998 Plan or in any option or agreement in the manner and to the extent it
shall deem expedient to carry it into effect. The Committee's
determinations shall be conclusive.
ELIGIBILITY AND PARTICIPATION
Options may be granted under the 1998 Plan only to non-employee
directors, full-time salaried officers and key employees of the Company and
its subsidiaries. Incentive stock options may not be granted under the
Plan to any person who, at the time of the grant, is the beneficial owner
of more than 10% of the combined voting power of all classes of voting
securities then outstanding of the Company (a "10% Beneficial Owner")
unless such incentive stock options are granted at a price equal to at
least 110% of the fair market value of the Class A shares at the date of
grant. In addition, incentive stock options held by 10% Beneficial Owners
may not be exercisable for more than five years from the date of grant.
The aggregate market value of Class A shares (determined at the time the
option is granted) with respect to which incentive stock options are
exercisable for the first time by an option holder during any calendar year
shall not exceed $100,000. In addition, the maximum number of Class A
shares with respect to which any optionee may be granted options during any
calendar year shall not exceed 15,000 Class A shares.
SHARES AVAILABLE FOR GRANT
The 1998 Plan authorizes the Committee to grant awards during the
period from February 11, 1998 to November 13, 2007. Subject to equitable
adjustment, 600,000 Class A shares have been reserved by the Board of
Directors for issuance upon exercise of options granted under the 1998
Plan.
The shares sold under the 1998 Plan may either be authorized and
unissued shares or issued shares reacquired by the Company. Unless and
until the Board of Directors shall determine to purchase shares in the
market for the purpose of the Plan or to use treasury shares, the shares
sold under the Plan shall be authorized and unissued shares reserved for
such purpose. In the event that any options granted under the Plan shall
terminate or expire for any reason without having been exercised in full,
the shares not purchased under those options shall be available again for
purposes of the Plan.
TERMS AND CONDITIONS OF OPTIONS
Nothing contained in the 1998 Plan or in any resolution adopted or to
be adopted by the Board of Directors or the shareholders of the Company
shall constitute the granting of an option thereunder. The granting of an
option pursuant to the Plan and the acquisition of any rights as an option
holder shall take place only when the Committee (or the Board in the case
of an option granted to a non-employee director) authorizes the issuance of
an option, and a formal written and executed option agreement is delivered
to the holder of the option.
An option shall be deemed to have been granted on the date fixed in
the resolution of the Committee (or the Board in the case of an option
granted to a non-employee director) authorizing the granting of such
option, provided such date shall not be prior to the date of the adoption
of such resolution. If no date is fixed by such resolution, the option
shall be deemed to have been granted on the date of adoption of the
resolution, provided that the agreement relating to the option shall be
executed and delivered within thirty days therefrom, otherwise the option
shall be deemed to have been granted on the date of delivery of such
agreement to the optionee.
Purchase Price
The purchase price of each Class A share under each option granted to
an officer or key employee will be determined by the Committee but may not
be less than the fair market value of a Class A share (110% in the case of
an incentive stock option granted to a 10% Beneficial Owner) on the date
the option is granted, as determined in good faith by the Committee. The
purchase price of each Class A share under each option granted to a
non-employee director will be determined by the Board but may not be less
than the fair market value of a Class A share on the date the option is
granted, as determined in good faith by the Board and the non-employee
director shall abstain from voting on such determination. Such payment may
be rendered in cash or by duly endorsed certificates representing the
option holder's ownership of other shares of the Company's Common Stock.
Exercise of an Option
As specified by the 1998 Plan, no option granted under the Plan may be
exercised after ten years from the date of its grant. Each option granted
shall be exercisable only during such period as the Committee (or the Board
in the case of an option granted to a non-employee director) may determine,
beginning not less than one year and ending not more than ten years after
the date upon which the option is granted, except as discussed below with
respect to termination of employment or termination of directorship of
non-employee directors. Within such limits each option shall provide, as
determined by the Committee (or the Board in the case of an option granted
to a non-employee director), the time or times at which and the number of
Class A shares for which it may be exercised. Unless otherwise provided in
the Committee's (or the Board's) action, each option shall be exercisable
in whole at any time, or in part from time to time (in blocks of 25 shares
or any multiple thereof) during the term of the option.
Options granted under the Plan may be exercised by the delivery of
written notice signed by the option holder to the Company at its principal
executive offices stating the option holder's election to exercise the
option and specifying the number of Class A shares with respect to which
the option holder is exercising the option. Such notice must be
accompanied by payment in full of the exercise price for the shares, in
cash or shares of Company Common Stock.
An option holder will have no rights with respect to the shares
underlying an option granted under the Plan until such option is exercised
in the manner provided by the related option agreement and such shares are
actually issued to him.
Termination of Employment
Options granted under the 1998 Plan which are held by persons whose
employment with the Company terminates due to death or disability while
employed by the Company may be exercised by such employee or the legal
representative of his estate within one year, subject to any restrictions
on exercise in effect at the time of such death or termination. Options
granted under the Plan which are held by persons who terminate their
employment with the Company for any other reason may be exercised by such
persons to the extent such options were exercisable on the date of
termination, until the earlier of three months from the date of termination
of employment or the stated expiration date of the options; provided,
however, that options held by persons whose employment is terminated for
cause, as determined in the sole discretion of the Committee, shall expire
immediately; and provided further, if the holder of an option dies within
three months after termination of employment other than for cause, the
option may be exercised by the legal representative of the option holder's
estate for a period of one year from the date of termination of employment,
but in no event after the expiration date of the option.
Termination of Directorship of Non-Employee Director
An option granted to a non-employee director whose term as a director
terminates due to death or disability while a director of the Company may
be exercised by such director or the legal representative of his estate
within one year, subject to any restrictions on exercise in effect at the
time of such death or termination. Options granted to a non-employee
director whose term as a director of the Company terminates for any other
reason may be exercised by such director to the extent such options were
exercisable on the date of termination as a director, until the earlier of
three months from the date of such termination or the stated expiration
date of the options. If a non-employee director dies within three months
after ceasing to be a director of the Company, the non-employee director's
options may be exercised by the legal representative of his estate for a
period of one year from the date of such cessation, but in no event after
the expiration date(s) of the options.
Change in Control
In the event of a "Change in Control" (as defined in the 1998 Plan) of
the Company, all outstanding, unexpired options shall become exercisable as
of the date of the Change in Control.
Non-Transferability of Options
An option granted under the 1998 Plan will generally be
non-transferable by the optionee (except by will or the laws of descent and
distribution), and is exercisable only by the optionee during his lifetime.
The Committee (or the Board in the case of options granted to non-employee
directors), however, may, in its sole discretion, authorize all or a
portion of the options granted to an optionee to be granted on terms which
permit the transfer by the optionee to certain family members (or trusts or
partnerships for the benefit of or owned only by certain family members)
provided there is no consideration for the transfer. Subsequent transfers
of transferred options are prohibited, except transfers by will or the laws
of descent and distribution). Transferred options remain subject to the
same terms and conditions as were applicable immediately before transfer.
AMENDMENT OR TERMINATION
The 1998 Plan will authorize the Board to amend the Plan without the
approval of the Shareholders whenever the Board deems an amendment
advisable. However, the Board may not, without stockholder approval, adopt
any amendment which, if not approved by shareholders, would cause the Plan
or grants made thereunder not to be exempt under Section 16 of the Exchange
Act pursuant to Rule 16b-3. No termination or amendment of the 1998 Plan
may, without the consent of the option holder, adversely affect outstanding
options.
The 1998 Plan will terminate on November 13, 2007; however, options
granted under the Plan which are outstanding upon the expiration of the
Plan will not be terminated or otherwise affected by such expiration.
FEDERAL TAX ASPECTS
Incentive Stock Options
Generally, a person who is granted an incentive stock option is not
required to recognize taxable income at the time of the grant or at the
time of exercise and the Company is not entitled to a deduction at the time
of grant or at the time of exercise of an incentive stock option. Under
certain circumstances, however, an option holder may be subject to the
alternative minimum tax with respect to the exercise of his incentive stock
options. Generally, the gain realized but not recognized upon the exercise
of an incentive stock option (equal to the difference between the fair
market value of the shares received upon exercise of the incentive stock
option and the purchase price paid for such shares) is included in the
option holder's alternative minimum taxable income and, depending upon the
option holder's overall tax situation, he may be required to pay
alternative minimum tax on such gain.
If an option holder does not dispose of the shares acquired pursuant
to the exercise of an incentive stock option before the later of two years
from the date of grant of the option and one year from the transfer of the
shares to him, any gain or loss realized on a subsequent disposition of the
shares will be treated as capital gain or loss. Under such circumstances,
the Company will not be entitled to any deduction for federal income tax
purposes. An option holder must also own the shares of stock acquired upon
exercise of an incentive stock option for more than eighteen months for the
gain or loss realized on the sale to qualify as long-term capital gain or
loss.
If an option holder disposes of the shares received upon the exercise
of an incentive stock option either (1) within one year of the transfer of
the shares to him or (2) within two years after the incentive stock option
was granted, the option holder will generally recognize ordinary
compensation income equal to the lesser of (a) the excess of the fair
market value of the shares on the date the incentive stock option was
exercised over the purchase price paid for the shares upon exercise and
(b) the amount of gain realized on the sale. Any gain realized in excess
of the compensation income recognized, and any loss realized, will be
long-term or short-term capital gain or loss, depending upon the length of
the period the option holder held the shares. If an option holder is
required to recognize ordinary compensation income as a result of the
disposition of shares acquired on the exercise of an incentive stock
option, the Company, subject to general rules relating to the
reasonableness of the option holder's compensation and the limitation under
Section 162(m) of the Code, will be entitled to a deduction for an
equivalent amount.
If an option holder exercises an incentive stock option by
transferring shares of Company Common Stock to the Company to pay all or
part of the purchase price, the option holder will not recognize gain or
loss with respect to the already owned shares exchanged. The number of
shares of stock received upon exercise of the incentive stock option equal
to the number of shares exchanged will have a basis and holding period
equal to the basis and holding period the option holder had in the shares
exchanged. The remaining shares received will have a basis equal to the
cash paid, if any, on the exercise.
Non-Qualified Stock Options
A person who is granted a non-qualified stock option does not have
taxable income at the time of grant, but does have taxable income at the
time of exercise equal to the difference between the purchase price of the
shares and the fair market value of the shares on the date of exercise.
Subject to general rules relating to the reasonableness of the option
holder's compensation and the limitation under Section 162(m) of the Code,
the Company is entitled to a corresponding deduction for the same amount.
If an option holder exercises a non-qualified stock option by
transferring shares of Company Common Stock to the Company to pay all or
part of the purchase price, the option holder will not recognize gain or
loss with respect to the already owned shares exchanged. The number of
shares of stock received upon exercise of the non-qualified stock option
equal to the number of shares exchanged will have a basis and holding
period equal to the basis and holding period the option holder had in the
shares exchanged. The fair market value of the additional shares received
will be includible in the option holder's income upon exercise and the
option holder's basis in such shares will equal such value.
Section 162(m)
Section 162(m) of the Code generally limits to $1 million the amount
of compensation paid to certain "covered employees" of a publicly held
corporation (generally, the corporation's chief executive officer and four
most highly compensated executive officers other than the chief executive
officer) that can be deducted by the corporation for the year. Certain
performance-based compensation, the material terms of which are disclosed
to the corporation's stockholders and approved by a majority vote of the
stockholders, is exempt from the $1 million limitation. Based on
regulations promulgated under Section 162(m), grants of stock options to
covered employees under the Plan would appear to qualify for the exemption
from the $1 million limitation as performance-based compensation.
NEW PLAN BENEFITS
To date, no option grants have been made under the 1998 Plan. It is
not determinable at this time what benefits, if any, each of the persons or
groups eligible to receive grants under the 1998 Plan will receive under
the Plan because awards to key employees under the 1998 Plan are at the
discretion of the Committee.
The exercise or base price of each stock option will be determined by
the Committee, but will not be less than the fair market value of each
share of stock issued under the 1998 Plan. The closing price of the Class
A shares as reported on the American Stock Exchange on December 26, 1997
was $34.125 per share; and the aggregate market value of the Class A shares
available for issuance under the 1998 Plan was $20,475,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
1998 PLAN.
INDEPENDENT AUDITORS
The Board of Directors, on recommendation of the Audit Committee, has
selected KPMG Peat Marwick LLP, independent certified public accountants,
to continue as independent auditors of the Company for fiscal year 1998.
Representatives of KPMG Peat Marwick LLP are expected to attend the
shareholders meeting, will be available to respond to appropriate questions
and will be given the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF KPMG
PEAT MARWICK LLP AS AUDITORS FOR FISCAL YEAR 1998.
PROPOSALS OF SHAREHOLDERS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented to the 1999 Annual
Meeting of Shareholders must be received by the Secretary of the Company
prior to September 1, 1998, for inclusion in the Proxy Statement for that
meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does
not intend to present, and has not been informed that any other person
intends to present, any matter for action at this meeting other than those
specifically referred to in this Proxy Statement. If other matters
properly come before the meeting, it is intended that the holders of the
proxies will act with respect thereto in accordance with their best
judgment.
The cost of this solicitation of proxies will be borne by the Company.
The Company may request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting material to the beneficial owners of
stock held of record, and will reimburse such persons for any reasonable
expense in forwarding the material. In addition, officers, directors and
employees of the Company may solicit proxies personally or by telephone and
will not receive any additional compensation.
Copies of the 1997 Annual Report of the Company are being mailed to
shareholders, together with this Proxy Statement, proxy card and Notice of
Annual Meeting of Shareholders. Additional copies may be obtained from the
Treasurer of the Company, East Aurora, New York 14052.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: East Aurora, New York
January 5, 1998
EXHIBIT A
MOOG INC.
1998 STOCK OPTION PLAN
I. PURPOSE
1.1 General. Moog Inc., a New York corporation (the "Company"),
establishes this 1998 Stock Option Plan (the "Plan") to further the
Company's growth and development by providing to non-employee directors and
officers and other key employees who are in a position to contribute
materially to the prosperity of the Company, through ownership of stock of
the Company, an incentive to increase their interest in the Company's
welfare and continue their services and to afford a means through which the
Company can attract to its service other employees of outstanding ability.
1.2 Form of Options. Options granted under the Plan may be
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") or non-qualified stock
options (i.e., stock options which are not incentive stock options), or a
combination of both, as determined by the Committee (as defined below) at
the time of grant.
II. ADMINISTRATION
2.1 Stock Option Committee. The Plan shall generally be administered
by the Stock Option Committee ("Committee") of the Board of Directors of
the Company ("Board"). The Committee shall consist of not less than two
members of the Board, each of whom is a "Disinterested Board Member". For
purposes of the Plan, the term "Disinterested Board Member" means a member
of the Board who (a) is not a current employee of the Company or any
subsidiary of the Company ("Subsidiary"), (b) is not a former employee of
the Company or a Subsidiary who receives compensation for prior services
(other than benefits under a tax-qualified retirement plan) during the
taxable year, (c) has not been an officer of the Company, (d) does not
receive remuneration from the Company or a Subsidiary, either directly or
indirectly, in any capacity other than as a director, and (e) does not
possess an interest in any other transaction, and is not engaged in a
business relationship, for which disclosure would be required pursuant to
Item 404(a) or (b) of Regulation S-K under the Securities Act of 1933, as
amended. The term "Disinterested Board Member" shall be interpreted in
such manner as shall be necessary to conform to the requirements of
Section 162(m) of the Code and Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 ("Exchange Act"). Except as otherwise provided
herein, the Committee, to be appointed by the Board, shall have full and
complete power and authority to do all things necessary and proper for the
administration of the Plan, including the power to interpret and construe
its terms and provisions and to determine the individuals selected to
receive options, the times when they shall receive them, the number and
class of shares to be subject to each option, whether any option is an
incentive stock option or a non-qualified stock option, and the option
price. Notwithstanding any other provision of the Plan, non-employee
directors may only be granted non-qualified stock options under the Plan,
the Board must approve any grant of non-qualified stock options to a
non-employee director and such non-employee director must abstain from
voting on such grant.
2.2 Rules and Regulations. The Committee, as it may deem advisable,
may issue rules and regulations for the administration of the Plan. When
so directed by the Committee, appropriate officers of the Company shall
execute and deliver on behalf of the Company such options, agreements and
other instruments as the Committee may determine necessary to the
implementation of the Plan. The Committee may adopt and/or construe an
appropriate form for any such options or agreements and instruments, which
forms shall contain such provisions or conditions as the Committee deems
necessary or advisable in carrying out the purposes of the Plan, provided,
however, that no such provision or condition shall be inconsistent with the
Plan.
2.3 Defects or Omissions. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any
option or agreement in the manner and to the extent it shall deem expedient
to carry it into effect, and shall be the sole and final judge of such
expediency. The Committee's determination shall be conclusive.
III. STOCK SUBJECT TO THE PLAN
3.1 Number of Shares. Shares of the Company's Class A Common Stock,
$1.00 par value ("Class A Common Stock") shall be subject to the Plan. The
total number of shares of Class A Common Stock which may be sold pursuant
to options granted under the Plan shall not exceed 600,000 shares, as
adjusted as provided in Section 3.2. The shares sold under the Plan may
either be authorized and unissued shares or issued shares reacquired by the
Company. Unless and until the Board shall determine to purchase shares in
the market for the purpose of the Plan or to use treasury shares, the
shares sold under the Plan shall be authorized and unissued shares reserved
for such purpose. In the event that any options granted under the Plan
shall terminate or expire for any reason without having been exercised in
full, the shares not purchased under those options shall be available again
for the purpose of the Plan.
3.2 Adjustments. Notwithstanding any provision of the Plan, in the
event of any change in any shares of the outstanding Class A Common Stock
or Class B Common Stock of the Company by reason of a stock dividend,
recapitalization, merger, consolidation, split-up, combination or exchange
of shares, or action of like nature, the aggregate number and class of
shares as to which options may be granted to any individual and the number
and class of shares subject to each outstanding option and the option
prices shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
IV. ELIGIBILITY AND PARTICIPATION
4.1 Participants. Options may be granted only to non-employee
directors, full-time salaried officers and key employees of the Company or
any of its subsidiaries.
4.2 Annual Limitations. To the extent that the aggregate fair market
value (determined as of the time the option is granted) of the shares of
Class A Common Stock of the Company with respect to which options are
exercisable for the first time by any individual during any calendar year
under the Plan (and incentive stock options under all plans of the Company
or of any "parent corporation" or "subsidiary corporation," as defined in
Sections 424(e) and (f) of the Code) exceeds $100,000, such options shall
be treated as non-qualified stock options. The maximum number of shares of
Class A Common Stock with respect to which any optionee may be granted
options during any calendar year shall not exceed 15,000 shares.
4.3 Voting Power Limitation Applicable to Incentive Stock Options.
If an incentive stock option is to be granted to an individual who at the
time the option is granted owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company (as
determined under Section 424(d) of the Code), the option price set out in
the applicable portion of Section 5.1 hereof shall read "but shall not be
less than 110 percent of its 'Fair Market Value"' and the period of
exercise set out in the applicable portion of Section 6.1 hereof shall read
"and ending not more than 5 years after the date on which the option is
granted".
V. PRICE
5.1 Determination. The purchase price of a share of Class A Common
Stock under each option granted to an officer or key employee shall be
determined by the Committee, but shall not be less than 100% of its Fair
Market Value at the time of granting of the option, as determined in good
faith by the Committee. The purchase price of a share of Class A Common
Stock under each option granted to a non-employee director shall be
determined by the Board, but shall not be less than 100% of its Fair Market
Value at the time of granting of the option, as determined in good faith by
the Board and the non-employee director shall abstain from voting on such
determination.
5.2 Payment. Upon exercise of the option the purchase price of the
shares being purchased shall be paid in full with cash or with stock of the
Company.
5.3 Use of Proceeds. The proceeds from the issuance of Class A
Common Stock upon the exercise of an option are to be added to the funds of
the Company available for its general corporate purposes.
VI. EXERCISE OF OPTION
6.1 Period of Exercise. Each option granted under the Plan shall be
exercisable only during such period as the Committee (or the Board in the
case of an option granted to a non-employee director) may determine
beginning not less than one year and ending not more than ten years after
the date upon which the option is granted, except as such period may be
modified under the provisions of Sections 6.2 or Articles VIII or XIX
hereof. Within such limits each option shall provide, as determined by the
Committee (or the Board in the case of an option granted to a non-employee
director), the time or times at which and the number of shares of Class A
Common Stock for which it may be exercised. Unless otherwise provided in
the Committee's or the Board's action, each option shall be exercisable in
whole at any time, or in part from time to time (in blocks of 25 shares or
any multiple thereof) during the term of the option. The holder of an
option shall have no rights as a shareholder with respect to shares subject
to the option until such shares shall have been issued to him upon exercise
of the option.
6.2 Change in Control.
(a) In the event of a "Change in Control" (as defined below) of the
Company, all outstanding, unexpired options shall become exercisable as of
the date of the Change in Control.
(b) A "Change in Control" shall be deemed to have occurred if:
(i) any "person," as such term is used in Section 13(d) and
14(d) of the Exchange Act (other than (a) the Company or (b) any
corporation owned, directly or indirectly, by the Company or the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 25%
or more of the combined voting power of the Company's then-outstanding
securities;
(ii) during any period of two consecutive years, there is elected
25% or more of the members of the Board of the Company without the
approval or the nomination of such members by a majority of that
portion of the Board consisting of members who were serving at the
beginning of the two-year period;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent more than 80% of the combined voting power of
the voting securities of the Company, or such surviving entity,
outstanding immediately after such consolidation; or (b) a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as defined above)
acquires more than 25% of the then-outstanding securities; or
(iv) the stockholders of the Company approve an agreement for the
sale or disposition by the Company of all or substantially all of the
Company's assets.
VII. LIMITATIONS ON TRANSFERABILITY OF OPTIONS
7.1 General. Except as otherwise provided herein and in the option
agreement, no option granted under the Plan shall be transferable otherwise
than by will or the laws of descent and distribution, and an option may be
exercised, during his lifetime, only by the optionee.
7.2. Discretion to Permit Certain Transfers. Notwithstanding
Section 7.1 of the Plan, the Committee (or the Board in the case of an
option granted to a non-employee director) may, in its sole discretion,
authorize all or a portion of the options granted to an optionee to be on
terms which permit the transfer by such optionee to (a) the spouse,
children, grandchildren, brothers or sisters of the optionee ("Immediate
Family Members"), (b) a trust or trusts for the benefit of one or more of
such Immediate Family Members, or (c) a partnership in which any of such
Immediate Family Members are the only partners; provided, however, that
(i) there may be no consideration for such transfer and the option
agreement pursuant to which such options are granted must be approved by
the Committee (or the Board in the case of an option granted to a
non-employee director) and (ii) subsequent transfers of transferred options
shall be prohibited except transfers by will or the laws of descent and
distribution. Following transfer, any transferred options shall continue
to be subject to the same terms and conditions as were applicable
immediately prior to transfer and the effects of termination of employment
or termination of directorship of non-employee directors described in
Article VIII or XIX, whichever is applicable, shall continue to apply to
such options with respect to the original optionee or holder of the option
and following any such termination, transferred options shall be
exercisable by the transferee only to the extent and for the periods
specified in Article VIII or XIX, whichever is applicable. Optionees
transferring options in accordance with this Section 7.2 remain subject to
the withholding tax requirements of Section 13.3 with respect to the
transferred options.
VIII. TERMINATION OF EMPLOYMENT
8.1 General. If employment by the Company of the holder of an option
is terminated for any reason, other than by death or disability, the
holder's option may be exercised only within three months from the date of
such termination of employment and only to the extent the option was
exercisable on the date of termination of employment, but in no event after
ten years from the granting of the option; provided, however, that if the
holder is dismissed for cause, as to which the Committee shall be sole and
exclusive judge, the option shall expire immediately.
8.2 Death While Employed. If the holder of an option dies while
employed by the Company the option may be exercised by the legal
representative of the option holder's estate, for a period of one year from
the date of death, but in no event after the expiration date of the option.
8.3 Death After Termination. If the holder of an option dies within
three months after termination of employment with the Company other than
for cause, the option may be exercised by the legal representative of the
option holder's estate for a period of one year from the date the option
holder's employment was terminated, but in no event after the expiration
date of the option.
8.4 Disability. If the holder of an option becomes disabled within
the meaning of Section 22(e)(3) of the Code, the option may be exercised by
the option holder within one year after becoming disabled, but in no event
after the expiration date of the option.
IX. TERMINATION OF DIRECTORSHIP OF NON-EMPLOYEE DIRECTORS
9.1 General. If a non-employee director's term as a director of the
Company terminates for any reason, other than by death or disability, the
non-employee director's option may be exercised only within three months
from the date of such termination and only to the extent the option was
exercisable on the date of termination, but in no event after ten years
from the granting of the option.
9.2 Death While a Director. If a non-employee director dies while a
director of the Company the non-employee director's option may be exercised
by the legal representative of the non-employee director's estate, for a
period of one year from the date of death, but in no event after the
expiration date of the option.
9.3 Death After Termination. If a non-employee director dies within
three months after ceasing to be a director of the Company, the
non-employee director's option may be exercised by the legal representative
of the non-employee director's estate for a period of one year from the
date of such cessation, but in no event after the expiration date of the
option.
9.4 Disability. If a non-employee director becomes disabled within
the meaning of Section 22(e)(3) of the Code, the non-employee director's
option may be exercised by the non-employee director within one year after
becoming disabled, but in no event after the expiration date of the option.
X. AMENDMENT AND TERMINATION
10.1 Term. Unless the Plan has been terminated as hereinafter
provided, the Plan shall terminate on November 13, 2007 and no option shall
be granted under it thereafter. The Board may, at any time prior to that
date, terminate the Plan.
10.2 Amendment. The Board may also amend the Plan by making such
changes and additions to it as the Board shall deem advisable; provided,
however, that the Board may not, without further approval by the
shareholders of the Company, adopt any amendment which, if not approved by
shareholders, would cause the Plan or grants made hereunder not to be
exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3
promulgated thereunder, or any successor rule. No termination or amendment
of the Plan may, without the consent of the holder of an option then
existing, terminate his option or materially and adversely affect his
rights under the option.
XI. EFFECTIVE DATE
11.1 Shareholder Approval. The Plan shall become effective when it
shall have been approved by the vote of the holders of a majority of the
shares of Class A Common Stock and Class B Common Stock of the Company
outstanding and entitled to vote at a meeting of shareholders.
XII. TIME OF GRANTING OF OPTIONS
12.1 Formal Granting. Nothing contained in the Plan or in any
resolution adopted or to be adopted by the Board or the shareholders of the
Company shall constitute the granting of an option hereunder. The granting
of an option pursuant to the Plan and the acquisition of any rights as an
option holder shall take place only when the Committee (or the Board in the
case of an option granted to a non-employee director) authorizes the
issuance of an option, and a formal, written and executed option agreement
is delivered to the holder of the option.
12.2 Ten Year Limit. Options may be granted under the Plan within ten
years from the date the Plan is adopted by the Board or the date the Plan
is approved by the shareholders of the Company, whichever is earlier.
XIII. MISCELLANEOUS PROVISIONS
13.1 Option Date. An option shall have been deemed to have been
granted on the date fixed in the resolution of the Committee (or the Board
in the case of an option granted to a non-employee director) authorizing
the granting of such option, provided such date shall not be prior to the
date of the adoption of such resolution. If no date is fixed by such
resolution, the option shall be deemed to have been granted on the date of
adoption of the resolution, provided that the agreement relating to the
option shall be executed and delivered within thirty days therefrom,
otherwise the option shall be deemed to have been granted on the date of
delivery of such agreement to the optionee.
13.2 Indemnification of Board and Committee. Without limiting any
other rights of indemnification, the members of the Board and the Committee
shall be indemnified by the Company against the reasonable expenses
(including attorneys' fees, judgments, fines, and amounts paid in
settlement) actually incurred as a result of any action, suit or
proceeding, or any appeal therein ("such claim"), to which they or any of
them may be a party by reason of any action taken or failure to act under
or in connection with the Plan, and against all amounts paid by them in
settlement of such claim, to the full extent permissible under Sections 721
through 726 of the Business Corporation Law of the State of New York;
provided that within sixty days after institution of any such claim, the
Board or Committee member involved offers the Company in writing the
opportunity, at its own expense, to handle and defend the same.
13.3 Taxes. The Company shall be entitled to deduct from any payment
under the Plan, regardless of the form of such payment, the amount of all
applicable income and employment taxes required by law to be withheld with
respect to such payment or may require the optionee to pay to it the amount
of such taxes prior to and as a condition of making such payment. The
Committee (or the Board in the case of an option granted to a non-employee
director) may allow an optionee to pay the amount of such taxes by
withholding from the shares of Common Stock to be delivered upon exercise
of an option, a number of shares of Common Stock with a Fair Market Value,
as determined in good faith by the Committee (or the Board in the case of
an option granted to a non-employee director), equal to the amount of such
taxes, or by permitting the optionee to deliver to the Company shares of
Common Stock having a Fair Market Value, as determined in good faith by the
Committee (or the Board in the case of an option granted to a non-employee
director), equal to the amount of such taxes.
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 11, 1998
9:15 a.m.
Studio Arena Theater
710 Main Street
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 11, 1998 AT 9:15 A.M.
STUDIO ARENA THEATER, 710 MAIN STREET
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby appoints Richard A. Aubrecht, Robert T. Brady
and John B. Drenning, and each of them, attorneys and proxies each with
full power of substitution, to vote all shares of Class A common stock of
MOOG INC. held by the undersigned and entitled to vote at the Annual
Meeting of Shareholders to be held on February 11, 1998, and at all
adjournments thereof, in the transaction of such business as may properly
come before the meeting, and particularly the matters stated below, all in
accordance with and as more fully described in the accompanying Proxy
Statement.
It is understood that this proxy may be revoked at any time insofar as
it has not been exercised and that the shares may be voted in person if the
undersigned attends the meeting.
The Class A shares represented by this proxy will be voted as directed
below, or if no direction is given, they will be voted FOR the nominees
listed in item 1 and FOR item 2.
(See Reverse)
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2001
Robert R. Banta
No. 1 No. 2
Election of Director Approval of 1998
FOR WITHHOLD Stock Option Plan
the nominee AUTHORITY
for the nominee FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
The Board of Directors No. 4
recommends that you vote FOR: In their discretion, the
No. 3 proxies are authorized to
Ratification of KPMG Peat vote upon any other
Marwick as auditors for matters of business which
fiscal year 1998 may properly come before
the meeting, or any
FOR AGAINST ABSTAIN adjournment(s) thereof.
[ ] [ ] [ ]
Dated: , 1998
(Month) (Day)
(Signature of Participant(s))
These confidential voting instructions will
be seen by authorized personnel of the
Trustee and Transfer Agent. Please sign,
date and return your voting card by 2/7/98 in
the enclosed envelope which requires no
postage.
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 11, 1998
9:15 a.m.
Studio Arena Theater
710 Main Street
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 11, 1998 AT 9:15 A.M.
STUDIO ARENA THEATER, 710 MAIN STREET
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby appoints Richard A. Aubrecht, Robert T. Brady
and John B. Drenning, and each of them, attorneys and proxies each with
full power of substitution, to vote all shares of Class B common stock of
MOOG INC. held by the undersigned and entitled to vote at the Annual
Meeting of Shareholders to be held on February 11, 1998, and at all
adjournments thereof, in the transaction of such business as may properly
come before the meeting, and particularly the matters stated below, all in
accordance with and as more fully described in the accompanying Proxy
Statement.
It is understood that this proxy may be revoked at any time insofar as
it has not been exercised and that the shares may be voted in person if the
undersigned attends the meeting.
The Class B shares represented by this proxy will be voted as directed
below, or if no direction is given, they will be voted FOR the nominees
listed in item 1 and FOR item 2.
(See Reverse)
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2001
Kraig H. Kayser
Albert F. Myers
Robert H. Maskrey
To withhold authority for any individual nominee,
write his name in the space provided:
_________________________________________________
No. 1 No. 2
Election of Director Approval of 1998
FOR WITHHOLD Stock Option Plan
the nominees AUTHORITY
for the nominees FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
The Board of Directors No. 4
recommends that you vote FOR: In their discretion, the
No. 3 proxies are authorized to
Ratification of KPMG Peat vote upon any other
Marwick as auditors for matters of business which
fiscal year 1998 may properly come before
the meeting, or any
FOR AGAINST ABSTAIN adjournment(s) thereof.
[ ] [ ] [ ]
Dated: , 1998
(Month) (Day)
(Signature of Participant(s))
These confidential voting instructions will
be seen by authorized personnel of the
Trustee and Transfer Agent. Please sign,
date and return your voting card by 2/7/98 in
the enclosed envelope which requires no
postage.
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 11, 1998
9:15 a.m.
Studio Arena Theater
710 Main Street
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 11, 1998 AT 9:15 A.M.
STUDIO ARENA THEATER, 710 MAIN STREET
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs Marine Midland Bank, Trustee of the
MOOG INC. Savings & Stock Ownership Plan, to vote all shares of Class B
common stock of MOOG INC. held for the benefit of the undersigned and
entitled to vote at the Annual Meeting of Shareholders to be held on
February 11, 1998, and at all adjournments thereof, in the transaction of
such business as may properly come before the meeting, and particularly the
matters stated on the reverse side of this card, all in accordance with and
as more fully described in the accompanying Proxy Statement.
The Class B shares represented by this proxy will be voted as directed
on the reverse side of this card, or if no direction is given, they will be
voted by the Trustee as directed by the Investment Committee of the Plan.
Your vote will be kept confidential.
(See Reverse)
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2001
Kraig H. Kayser
Albert F. Myers
Robert H. Maskrey
To withhold authority for any individaul nominee,
write his name in the space provided:
________________________________________________
No. 1 No. 2
Election of Director Approval of 1998
FOR WITHHOLD Stock Option Plan
the nominees AUTHORITY
for the nominees FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
The Board of Directors No. 4
recommends that you vote FOR: In their discretion, the
No. 3 proxies are authorized to
Ratification of KPMG Peat vote upon any other
Marwick as auditors for matters of business which
fiscal year 1998 may properly come before
the meeting, or any
FOR AGAINST ABSTAIN adjournment(s) thereof.
[ ] [ ] [ ]
Dated: , 1998
(Month) (Day)
(Signature of Participant(s))
These confidential voting instructions will
be seen by authorized personnel of the
Trustee and Transfer Agent. Please sign,
date and return your voting card by 2/7/98 in
the enclosed envelope which requires no
postage.
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 11, 1998
9:15 a.m.
Studio Arena Theater
710 Main Street
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 11, 1998 AT 9:15 A.M.
STUDIO ARENA THEATER, 710 MAIN STREET
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs Marine Midland Bank, Trustee of the
MOOG INC. Savings & Stock Ownership Plan, to vote all shares of Class A
common stock of MOOG INC. held for the benefit of the undersigned and
entitled to vote at the Annual Meeting of Shareholders to be held on
February 11, 1998, and at all adjournments thereof, in the transaction of
such business as may properly come before the meeting, and particularly the
matters stated on the reverse side of this card, all in accordance with and
as more fully described in the accompanying Proxy Statement.
The Class A shares represented by this proxy will be voted as directed
on the reverse side of this card, or if no direction is given, they will be
voted by the Trustee as directed by the Investment Committee of the Plan.
Your vote will be kept confidential.
(See Reverse)
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2001
Robert R. Banta
No. 1 No. 2
Election of Director Approval of 1998
FOR WITHHOLD Stock Option Plan
the nominee AUTHORITY
for the nominee FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
The Board of Directors No. 4
recommends that you vote FOR: In their discretion, the
No. 3 proxies are authorized to
Ratification of KPMG Peat vote upon any other
Marwick as auditors for matters of business which
fiscal year 1998 may properly come before
the meeting, or any
FOR AGAINST ABSTAIN adjournment(s) thereof.
[ ] [ ] [ ]
Dated: , 1998
(Month) (Day)
(Signature of Participant(s))
These confidential voting instructions will
be seen by authorized personnel of the
Trustee and Transfer Agent. Please sign,
date and return your voting card by 2/7/98 in
the enclosed envelope which requires no
postage.