UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A1
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 25, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition period from _________ to _________
Commission file number: 1-5129
MOOG INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0757636
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
East Aurora, New York 14052-0018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (716) 652-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Class A Common Stock, $1.00 Par Value American Stock Exchange
Class B Common Stock, $1.00 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ____________
The aggregate market value of the Common Stock outstanding and held by
non-affiliates (as defined in Rule 405 under the Securities Act of 1933) of the
registrant, based upon the closing sale price of the Common Stock on the
American Stock Exchange on December 8, 1999 was approximately $177 million.
The number of shares of Common Stock outstanding as of the close of business on
December 8, 1999 was: Class A 7,335,602; Class B 1,580,813.
The Documents listed below have been incorporated by reference into this Annual
Report on Form 10-K:
(1) Specific sections of the Annual Report to Shareholders for the fiscal
year ended September 25, 1999 (the "1999 Annual Report")
(2) Specific sections of the January 2000 Proxy Statement to Shareholders
(the "2000 Proxy")
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
3. EXHIBITS
Exhibit No.
23 Consent of Accountants
99 Information, Financial Statements and Exhibits required by
Form 11-K for the Moog Inc. Savings and Stock Ownership Plan
SIGNATURE PAGE
The undersigned registrant hereby amends the following items, financial
statements and exhibits of its Annual Report for its fiscal year ended September
25, 1999 on Form 10-K as set forth in the pages attached hereto:
To file as Exhibit 99 the Information, Financial
Statements and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock Ownership Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunder duly authorized.
MOOG INC.
By /s/Donald R. Fishback
Donald R. Fishback,
Controller
Dated: March 22, 2000
MOOG INC.
Index to Exhibits
Exhibit No. Description
----------- -----------
23 Consent of Accountants
99 Information, Financial Statements and Exhibits
required by Form 11-K for the Moog Inc. Savings
and Stock Ownership Plan
Exhibit 23
Consent of Accountants
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Moog Inc.:
We consent to the incorporation by reference in the Registration Statements
(Nos. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721, 33-57131, 333-73439 and
333-85657) on Form S-8 of Moog Inc. of our report dated March 16, 2000, relating
to the statements of net assets available for benefits of Moog Inc. Savings and
Stock Ownership Plan as of September 30, 1999 and 1998, and the related
statements of changes in net assets available for benefits for the years then
ended which report appears in Amendment No. 1 to the Form 10-K of Moog Inc. for
the year ended September 25, 1999.
/s/ KPMG LLP
March 21, 2000
Buffalo, New York
Exhibit 99
Moog Inc. Savings and Stock Ownership Plan
Financial Statements and Schedules
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Financial Statements and Schedules
September 30, 1999 and 1998
(With Independent Auditors' Report Thereon)
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Index
Page
----
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits
as of September 30, 1999 and 1998 2
Statement of Changes in Net Assets Available for
Benefits for the years ended September 30, 1999 and 1998 3
Notes to Financial Statements 4
Schedule
Item 27a - Schedule of Assets Held for Investment Purposes-
September 30, 1999 9
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1999 10
Independent Auditors' Report
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the financial statements of Moog Inc. Savings and Stock
Ownership Plan as of September 30, 1999 and 1998 and for the years then ended as
listed in the accompanying index. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Moog Inc.
Savings and Stock Ownership Plan as of September 30, 1999 and 1998, and the
changes in the net assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental schedules 1 and 2 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
March 16, 2000
1
Moog Inc. Savings and Stock Ownership Plan
Statements of Net Assets Available for Benefits
September 30,
1999 1998
---- ----
Assets:
Investments ......................... $ 149,177,552 $ 108,884,375
Participant loans receivable ........ 2,133,326 496,431
Cash and equivalents ................ 1,712,193 585,878
Contributions receivable:
Participants ..................... 131,158 -
Moog Inc. ........................ 10,568 -
Accrued investment income ........... 138,679 2,001
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Total Assets ........................ 153,303,476 109,968,685
Liabilities:
Note payable (note 4)................ - 78,432
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Total Liabilities ................... - 78,432
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Net assets available for benefits ... $ 153,303,476 $ 109,890,253
============= =============
See accompanying notes to financial statements
2
Moog Inc. Savings and Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended September 30,
1999 1998
---- ----
Investment income (loss):
Net appreciation (depreciation) in
fair value of investments ....... $ 23,757,084 $ (13,913,891)
Interest ............................ 1,689,474 1,309,379
Dividends ........................... 1,319,295 1,108,298
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Total investment income (loss) ...... 26,765,853 (11,496,214)
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Contributions:
Participant contributions ........... 11,770,625 9,573,719
Employer contributions .............. 646,503 282,578
Rollovers ........................... 13,008,739 676,519
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Total contributions ................. 25,425,867 10,532,816
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Distributions ....................... (8,766,109) (3,103,077)
Administrative expenses ............. (12,388) (17,246)
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Net increase (decrease) ............. 43,413,223 (4,083,721)
Net assets available for benefits:
Beginning of year ................ 109,890,253 113,973,974
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End of year ...................... $ 153,303,476 $ 109,890,253
============= =============
See accompanying notes to financial statements
3
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
September 30, 1999 and 1998
(1) Description of Plan
The following is a brief description of the Moog Inc. Savings and Stock
Ownership Plan (the Plan) and is provided for general information purposes only.
Participants should refer to the Plan document for more complete information.
(a) General
The Plan is a defined contribution plan sponsored by Moog Inc. (the
Company). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The Plan has separate savings and
stock ownership components.
On November 30, 1998, the Company acquired the net assets of Raytheon
Montek Aircraft Company (Montek). Pursuant to the terms of the acquisition
agreement, the employees of Montek became eligible to participate in the
Plan as of that date and were given credit for their past service for the
purpose of Plan eligibility.
On February 3, 1998, the Company acquired the net assets of Schaeffer
Magnetics, Inc. (SMI). Pursuant to the terms of the acquisition agreement,
the employees of SMI became eligible to participate in the Plan as of that
date and were given credit for their past service for the purpose of Plan
eligibility.
(b) Eligibility
All domestic employees of the Company with six months of service, as
defined, are eligible to participate in the Plan.
(c) Contributions
Each eligible employee may make voluntary pre-tax contributions to the Plan
in the form of a 1% to 20% salary reduction subject to Internal Revenue
Code (IRC) limits. Contributions are directed by the participant among the
available investment options. The Plan currently offers five mutual funds,
a fixed interest fund comprised of guaranteed investment contracts and,
Company stock as investment options for participants. The Plan also owns
AlliedSignal Inc. (Allied) common stock resulting from the transfer of
assets related to the 1994 acquisition of certain product lines of Allied.
Allied common stock is not an ongoing investment option for Plan
participants.
The Company matches 25% of employee contributions (the Company Match)
allocated towards the purchase of Company common stock. Although the
Company Match may be paid in cash or shares of Company common stock,
historically, it has been paid in shares of Company common stock.
Rollovers represent accounts rolled into the Plan by participants from
existing savings plans. The increase in 1999 is due primarily to the
acquisitions of Montek and SMI.
4
(d) Participant Accounts
A separate account is maintained for each Plan participant. Participant
accounts are maintained in units and the change in participant account
value is based on the daily fluctuation of unit value of the underlying
investment funds. Dividend and interest income is allocated based on the
number of units each participant owns on the entitlement date. Participant
accounts are fully and immediately vested. Participants may transfer all or
part of their accounts among investment options on a daily basis except for
certain restrictions on funds transferred from the Stock Ownership
Component and transfers to Allied common stock.
(e) Distributions
Subject to certain limitations, a participant may withdraw all or part of
his or her account balance upon attainment of age 59 1/2. Distribution of a
participant's account balance is also permitted in the event of death,
disability, termination of employment or immediate financial hardship, as
defined. Distributions are made in cash except for the Company Match and
Allied stock which can be distributed in cash or shares.
(f) Participant Loans
Loans are limited to the lesser of $50,000 or one-half of the participant's
account balance with a minimum loan of $1,000, payable over a term not to
exceed five years. Interest is charged at a rate established by the Plan.
In addition, the Plan accepted the loans outstanding from participants
integrated into the Plan as part of the acquisitions of Montek and SMI.
Those loans are being repaid in accordance with their original terms.
(g) Administrative Expenses
Participants are required to pay an origination fee with respect to loans
from the Plan. Costs of administering the Plan are borne by the Company.
5
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements are presented on the accrual basis of accounting.
The Company adopted the reporting and disclosure requirements of Statement
of Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters," for the plan
year ended September 30, 1999. Prior period amounts have been reclassified
to conform to the current year presentation.
(b) Cash and Cash Equivalents
All highly liquid investments with an original maturity of three months or
less are considered cash equivalents.
(c) Investments
Investments in mutual funds, Allied and Company stock are reported at fair
value determined by reference to quoted market prices. Purchases and sales
of securities are reported on a "trade date" basis.
The guaranteed insurance contracts of the fixed interest fund are fully
benefit-responsive and are, therefore, reported at contract value which
approximates fair value and which represents the cost of the underlying
investment contracts plus interest.
(d) Use of Estimates
In preparing the financial statements, the Plan administrator is required
to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of changes
in net assets during the reporting period. Actual results could differ from
those estimates.
6
(3) Investments
Plan investments consist of the following:
September 30,
1999 1998
---- ----
Mutual Funds
Vanguard Windsor Fund - 1,548,753 and
1,913,373 shares, respectively $25,224,483* $28,681,458*
Vanguard Index TR 500 Fund - 158,334 and
57,096 shares, respectively 18,770,450* 5,398,985
Fidelity Puritan Fund - 635,640 and
589,554 shares, respectively 11,829,255* 10,688,616*
Janus Worldwide Fund - 196,250 and
94,953 shares, respectively 10,750,562* 3,754,430
Putnam New Opportunities Fund
83,232 and 43,721 shares, respectively 5,499,950 2,044,410
------------- ------------
72,074,700 50,567,899
------------- ------------
Guaranteed Investment Contracts
CNA Life Insurance Co., 6.3% guaranteed
investment contract maturing in
December 2000 9,116,147* 8,041,515*
Principal Life Group Annuity Contract,
5.5% guaranteed investment contract
maturing in December 2001 8,100,671* --
Metropolitan Life, 6.3% guaranteed
Investment contract maturing in
December 1999 6,921,091 7,377,768*
Travelers Insurance, 6.2% guaranteed
insurance contract maturing in
December 2000 3,621,187 4,576,211
John Hancock Group Annuity Contract,
5.6% guaranteed investment contract
matured in December 1998 -- 3,260,319
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27,759,096 23,255,813
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Moog Common Stock
Class A - 289,660 and 173,149 shares, respectively 8,361,750* 5,010,586
Class B - 499,623 and 507,806 shares, respectively 20,117,141* 16,186,367*
------------- ------------
28,478,891 21,196,953
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AlliedSignal Common Stock
348,093 and 391,907 shares, respectively 20,864,865* 13,863,710 *
------------- ------------
Total Investments $149,177,552 $108,884,375
============= ============
* Represents 5% or more of the Plan's net assets
7
(4) Employee Stock Ownership Loan
Prior to 1999, the Company loaned monies to the Plan for the purpose of
acquiring Company common stock. The common stock acquired was used to provide
shares for eventual allocation. Repayment of the loan was funded by Company
contributions based on a formula related to the number of shares allocated to
participants annually and funds provided by employee contributions. The loan was
repaid in 1999.
(5) Federal Income Taxes
The Plan has received a favorable determination letter dated June 14, 1999 from
the Internal Revenue Service stating that the Plan qualifies under Section
401(a) and 501(a) of the IRC.
The Plan sponsor believes that the Plan has been and continues to operate in
conformity with its terms and with applicable laws and regulations to maintain
its tax quality status. Accordingly, no federal income tax provision has been
made in the accompanying financial statements.
(6) Plan Termination
Although it has not expressed an intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
Upon termination, the Company will instruct the trustee to either continue the
management of the trust's assets or liquidate the trust and distribute the
assets to the participants in accordance with the Plan document.
8
Moog Inc. Savings and Stock Ownership Plan
Item 27a - Schedule of Assets Held for Investment Purposes
September 30, 1999
Current
Identity of Issue Describe # of Shares Cost Value
- ----------------- -------- ----------- ---- -----
Principal Life Group Annuity 5.5 % Guaranteed investment contract maturing
Contract in December 2001. $8,100,671 $ 8,100,671
Metropolitan Life Guaranteed 6.3 % Guaranteed investment contract maturing
Investment Contract in December 1999. 6,921,091 6,921,091
CNA Insurance Co. Guaranteed 6.3 % Guaranteed investment contract maturing
Investment Contract in December 2000. 9,116,147 9,116,147
Travelers Insurance Guaranteed 6.2 % Guaranteed insurance contract 3,621,187 3,621,187
Investment Contract maturing in December 2000.
Vanguard Windsor Fund Mutual Fund 1,548,753 23,963,726 25,224,483
Fidelity Puritan Fund Mutual Fund 635,640 11,522,903 11,829,255
Allied Signal Allied Signal common stock 348,093 7,350,074 20,864,865
Vanguard Index TR 500 Fund Mutual Fund 158,334 17,333,662 18,770,450
Putnam New Opportunities Fund Mutual Fund 83,232 4,496,546 5,499,950
Janus Worldwide Fund Mutual Fund 196,250 8,982,258 10,750,562
Moog Inc. * Moog Inc. Class A common stock 289,660 7,314,731 8,361,750
Moog Inc. * Moog Inc. Class B common stock 499,623 6,738,629 20,117,141
------------------------------------
Total investments $115,461,625 $149,177,552
=========================
* Party named is a party in interest
9
Moog Inc. Savings and Stock Ownership Plan
Item 27d - Schedule of Reportable Transactions
Year Ended September 30, 1999
Identity of party Description of asset Purchase Selling Expense Cost of Current value of
involved -------------------- Price Price incurred with asset assets on Net Gain
-------- ----- ----- transaction ----- transaction date --------
------------ ----------------
Principal Life Guaranteed Investment 8,491,318 8,491,318 8,491,318
Contract 390,647 - 390,647 390,647
Fidelity Puritan Mutual Fund 5,102,069 5,102,069 5,102,069
4,189,593 - 3,792,666 4,189,593 396,927
Janus Worldwide Mutual Fund 6,989,293 6,989,293 6,989,293
2,081,475 - 1,889,238 2,081,475 192,237
HSBC* S-T-I-F Directed 15,713,489
14,733,490 - 15,713,489 15,713,489 -
14,733,490 14,733,490
HSBC * Cash Management 18,302,936 18,302,936 18,302,936
Fund 18,353,114 - 18,353,114 18,353,114 -
Vanguard Windsor Mutual Fund 8,574,367 8,574,367 8,574,367
14,464,563 13,708,218 14,464,563 756,344
Vanguard Index TR 500 Mutual Fund 15,986,204 15,986,204 15,986,204
4,502,576 4,017,067 4,502,576 485,509
* Party named is a party in interest
10