MOOG INC
DEFA14A, 1994-01-12
MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT
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                            MOOG INC.

       PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

            ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

                  FEBRUARY 9, 1994 AT 9:00 A.M.

         ALBRIGHT-KNOX ART GALLLERY, 1285 ELMWOOD AVENUE

                        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 9, 1994, 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 nominee listed in Item 1 and FOR Item 2.


                          (See Reverse)

<PAGE>
                                   The Board of Directors recommends        
     No. 1                         that you vote FOR:
Election of Director               CLASS A DIRECTOR-TERM EXPIRING IN 1997   
                                           Peter P. Poth
               Withhold
               authority
FOR the        for the
nominee        nominee

  __              __


The Board of Directors recommends that you vote FOR:

     No. 2                                    No. 3
Ratification of KPMG        In their discretion, the proxies are Peat
Marwick as auditors         authorized to vote upon any other matters   
for fiscal year 1994        of business which may properly come before      
                            the meeting, or any adjournment(s) thereof. 
FOR    AGAINST    ABSTAIN

 __      __         __


                                        DATED:_________________________1994 
                                                    (Month) (Day)


                                        ___________________________________


                                        ___________________________________ 
                                           (Signature of Shareholders)

                                        Please date and sign your name as   
                                        the same appears on this Proxy.     
                                        Joint owners should each sign. If   
                                        the signer is a corporation, please 
                                        sign full name by duly authorized   
                                        officer. Executors, administrators, 
                                        trustees, etc. should give full     
                                        title as such.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.  PLEASE RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE U.S.A.





 
<PAGE>
                                 MOOG INC.

            PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

                       FEBRUARY 9, 1994 AT 9:00 A.M.

              ALBRIGHT-KNOX ART GALLLERY, 1285 ELMWOOD AVENUE

                             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 9, 1994, 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 nominee listed in Item 1 and FOR Item 2.


                               (See Reverse)



<PAGE>
                                   The Board of Directors recommends        
      No. 1                        that you vote FOR:
Election of Director               CLASS A DIRECTOR-TERM EXPIRING IN 1997   
                                        Richard A. Aubrecht                 
               Withhold
               authority
FOR the        for the
nominee        nominee

  __              __


The Board of Directors recommends that you vote FOR:

      No. 2                                 No. 3
Ratification of KPMG       In their discretion, the proxies are Peat
Marwick as auditors        authorized to vote upon any other matters    
for fiscal year 1994       of business which may properly come before       
                           the meeting, or any adjournment(s) thereof.  
FOR    AGAINST    ABSTAIN

__       __         __


                                        DATED:_________________________1994 
                                                    (Month) (Day)


                                        ___________________________________


                                        ___________________________________ 
                                           (Signature of Shareholders)

                                        Please date and sign your name as   
                                        the same appears on this Proxy.     
                                        Joint owners should each sign. If   
                                        the signer is a corporation, please 
                                        sign full name by duly authorized   
                                        officer. Executors, administrators, 
                                        trustees, etc. should give full     
                                        title as such.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.  PLEASE RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE U.S.A.




  


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