OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
MOOG INC.
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
615394-30-1
(CUSIP Number)
Paul N. Edwards, Esq., Phillips, Lytle, Hitchcock, Blaine & Huber,
3400 Marine Midland Center, Buffalo, N.Y. 14203 (716) 847-7020
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 31, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christian F.P. Aubrecht
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,481 Class A shares; 7,308 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,481 Class A shares; 7,308 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,481 Class A shares; 7,308 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Johannes A.S. Aubrecht
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,856 Class A shares; 3,808 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,856 Class A shares; 3,808 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,856 Class A shares; 3,808 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05% Class A; .2% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy M. Aubrecht
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 29,569 Class A shares; 39,658 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 823 Class A shares; 1,099 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 29,569 Class A shares; 39,658 Class B shares
10 SHARED DISPOSITIVE POWER
823 Class A shares; 1,099 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,392 Class A shares; 40,757 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5% Class A; 2.4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Aubrecht
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 90 Class A shares; 5,879 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 26,427 Class A shares; 35,583 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 90 Class A shares; 5,879 Class B shares
10 SHARED DISPOSITIVE POWER
26,427 Class A shares; 35,583 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,517 Class A shares; 42,561 Class B shares
(See Item 5 for further information.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% Class A; 2.5% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Albert K. Hill
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas B. Moog
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 42,595 Class A shares; 57,026 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 25,604 Class A shares; 34,484 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 42,595 Class A shares; 57,026 Class B shares
10 SHARED DISPOSITIVE POWER
25,604 Class A shares; 34,484 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,199 Class A shares; 91,510 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% Class A; 5.5% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan L. Moog
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 39,945 Class A shares; 53,491 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 25,604 Class A shares; 34,484 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 39,945 Class A shares; 53,491 Class B shares
10 SHARED DISPOSITIVE POWER
25,604 Class A shares; 34,484 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,549 Class A shares; 87,975 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% Class A; 5.2% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeanne M. Moog
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,375 Class A shares; 29,427 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 16,375 Class A shares; 29,427 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,375 Class A shares; 29,427 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3% Class A; 1.8% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rachel C. Moog
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,247 Class A shares; 5,266 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,267 Class A shares; 5,747 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,267 Class A shares, 5,747 Class B shares
10 SHARED DISPOSITIVE POWER
4,267 Class A shares, 5,747 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,514 Class A shares; 11,013 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .7% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandra A. Moog
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 139 Class A shares; 8,765 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,267 Class A shares; 5,747 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 139 Class A shares; 8,765 Class B shares
10 SHARED DISPOSITIVE POWER
4,267 Class A shares; 5,747 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,406 Class A shares; 14,512 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .9% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine A. Silliman (Del Vecchio)
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,481 Class A shares; 7,308 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,481 Class A shares; 7,308 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,481 Class A shares; 7,308 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James R. Silliman, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,481 Class A shares; 7,308 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,481 Class A shares; 7,308 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,481 Class A shares; 7,308 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Constance Kent Moog Silliman
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 17,070 Class A shares; 22,990 Class B shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
17,070 Class A shares; 22,990 Class B shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,070 Class A shares; 22,990 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3% Class A; 1.4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Silliman
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,881 Class A shares; 7,308 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,881 Class A shares; 7,308 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,881 Class A shares; 7,308 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael K. Silliman
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,481 Class A shares; 7,308 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,481 Class A shares; 7,308 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,481 Class A shares; 7,308 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1% Class A; .4% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 615394-30-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan M. Silliman
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,856 Class A shares; 3,808 Class B shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,856 Class A shares; 3,808 Class B shares
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,856 Class A shares; 3,808 Class B shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.05% Class A; .2% Class B
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to 279,251 shares, or 16.6%, of
the outstanding Class B Common Stock, $1.00 par value, of
Moog Inc. (the "Company") which is subject to the Moog Family
Agreement as to Voting (the "Agreement"). Also subject to the
Agreement are 190,904 shares, or 3.2% of the outstanding class,
of Class A Common Stock, $1.00 par value, of the Company
(together with the Class B Common Stock, the "Securities"). The
names of the Company's principal executive officers, each of
whose address is c/o Moog Inc., Jamison at Seneca, East Aurora,
New York 14052, are as follows:
Robert T. Brady Philip H. Hubbell
President Vice President
Chief Executive Officer
Director Stephen A. Huckvale
Vice President
Richard A. Aubrecht
Chairman of the Board Robert H. Maskrey
Director Vice President
Robert R. Banta Kenneth G. Smith
Executive Vice President Vice President
Chief Financial Officer
Assistant Secretary Richard C. Sherrill
Director Vice President
Joe C. Green William P. Burke
Executive Vice President Treasurer
Chief Administrative Officer
Director John B. Drenning
Secretary
Kenneth D. Garnjost
Vice President, Engineering
Item 2. Identity and Background.
This Statement is filed by each of the persons subject
to the Agreement, c/o Moog Inc., Jamison Road, East Aurora, New
York 14052. The persons subject to the Agreement are,
alphabetically, Christian F.P. Aubrecht, Johannes A.S. Aubrecht,
Nancy M. Aubrecht, Richard A. Aubrecht, Albert K. Hill,
Douglas B. Moog, Jeanne M. Moog, Rachel C. Moog, Sandra A. Moog,
Susan L. Moog, Susan M. Silliman, Catherine A. Silliman
(Del Vecchio), Constance Kent Moog Silliman, James R.
Silliman, Jr., John D. Silliman and Michael K. Silliman, (whose
shares are not covered by the Agreement) (together, the "Parties"
and each individually, a "Party"). Each Party is a United States
citizen.
<PAGE>
For each Party, the address, present principal occupation or
employment and the name, principal business and address of the organization
in which such employment is conducted is as follows:
Name Address Occupation
(Business Name
& Address)
Christian F.P. Aubrecht 105 Park Place President
East Aurora, NY 14052 C.B.Q. Consulting, Inc.
701 Seneca Street
Buffalo, NY 14210
Johannes A.S. Aubrecht 111 South Lincoln Avenue PhD Candidate in
Apartment 208 Engineering
Urbana, IL 61801 University of Illinois
Urbana, IL 61801
Nancy M. Aubrecht 308 Stonehenge Drive Housewife
Orchard Park, NY 14127
Richard A. Aubrecht 308 Stonehenge Drive Chairman of the Board
Orchard Park, NY 14127 Moog Inc.
Jamison Road
East Aurora, NY 14052
Douglas B. Moog 1010 Cayuga Street, N. PhD Candidate in
Ithaca, NY 14850 Engineering
Cornell University
Ithaca, NY 14853
Jeanne M. Moog 49 Brantford Place Director of Human
Buffalo, NY 14222 Resources
Home Care Support
Services
901 Washington Street
Buffalo, NY 14203
Rachel C. Moog 340 11th Street Production Manager
Apartment 1A Kirshenbaum & Bond
Brooklyn, NY 11215 New York City, NY
Sandra A. Moog 29 Mosswood Road Student
Berkeley, CA 94704 University of California
Berkeley, CA
Susan L. Moog 8 Fox Chapel Registered Nurse
Orchard Park, NY 14127 Nurse Finders
Delaware Avenue
Buffalo, NY
Catherine A. Silliman 70 Hunters Ridge Junior Cost Analyst
(Del Vecchio) Apartment 6 Moog Controls Inc.
Orchard Park, NY 14217 300 Jamison Road
East Aurora, NY 14052
Constance Kent Moog 78 Roycroft Circle Unemployed
Silliman East Aurora, NY 14052
<PAGE>
John D. Silliman 78 Roycroft Circle Student
East Aurora, NY 14052 Canisius College
Buffalo, NY
James R. Silliman, Jr. 315 Windsor Lane Senior Project Engineer
East Aurora, NY 14052 Moog Inc.
Jamison Road
East Aurora, NY 14052
Michael K. Silliman 118 Wexford Place Materials Manager
Webster, NY 14580 Bausch & Lomb
Rochester, NY
Susan M. Silliman 78 Roycroft Circle Student
East Aurora, NY 14052 Rochester Inst. of
Technology
Rochester, NY
During the last five years, none of the Parties has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil
proceeding as a result of which he or she is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities law, or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
On October 31, 1994, the Estate of Jane B. Moog
distributed 119,753 Class B shares, representing 7.1% of the
class, and 86,348 Class A shares, or 1.4% of the class, to the
appropriate beneficiaries under the Last Will and Testament of
Jane B. Moog. The distributed shares thereby became subject to
the Agreement.
Except as noted below, none of the Parties have any
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
<PAGE>
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Certain Parties may sell a limited number of shares
from time to time.
Item 5. Interest in Securities of the Issuer.
Class B shares are convertible into Class A shares on a
one-for-one basis at any time, at the option of the shareholder.
Presently, 279,251 Class B shares, or 16.6% of the outstanding
class, and 190,904 Class A shares, or 3.2% of the outstanding
class, are subject to the Agreement. Neither these figures nor
the table below include currently exercisable options to purchase
40,500 Class A and 34,000 Class B shares, or 17,222 shares of
Series B Preferred Stock (each share of which is convertible into
.086 Class A share), held by Richard A. Aubrecht.
The following table presents direct ownership of
securities by each group member, except as otherwise explained
below.
Name Number of Shares
Class A Class B
Christian F.P. Aubrecht 5,481 7,308
Johannes A.S. Aubrecht 2,856 3,808
Nancy M. Aubrecht 30,392 40,757
Richard A. Aubrecht 26,517 42,561
Albert K. Hill 0 0
Douglas B. Moog 68,199 91,510
Jeanne M. Moog 16,375 29,427
Rachel C. Moog 8,514 11,013
Sandra A. Moog 4,406 14,512
Susan L. Moog 65,549 87,975
Catherine A. Silliman
(Del Vecchio) 5,481 7,308
Constance Kent Moog Silliman 17,070 22,990
John D. Silliman 3,881 7,308
James R. Silliman, Jr. 5,481 7,308
Michael K. Silliman 5,481 7,308
Susan M. Silliman 2,856 3,808
<PAGE>
The Last Will and Testament of Jane B. Moog established
trusts for the benefit of Rachel C. Moog, Sandra A. Moog and
Constance Kent Moog Silliman, pursuant to which Richard A.
Aubrecht, Douglas B. Moog and Susan L. Moog, as trustees, share
the power to vote and dispose of 25,604 Class A shares, or .4% of
the outstanding class, and 34,484 Class B shares, or 2.1% of the
outstanding class. Such shares are shown as beneficially owned
by each trustee as well as by the appropriate beneficiary.
Richard A. Aubrecht and Nancy M. Aubrecht jointly own
823 Class A shares and 1,099 Class B shares. Such shares are
shown as beneficially owned by each joint owner.
None of the Parties has transacted in Moog stock during
the sixty day period immediately prior to filing.
Item 6. Contracts, Etc. with Respect to Securities of the
Issuer.
The Agreement, which is attached hereto as Exhibit A,
was made in September, 1982 by and among William C. Moog ("WCM"),
Jane B. Moog ("JBM"), Richard A. Aubrecht ("RAA"), Nancy Moog
Aubrecht ("NMA"), Constance Moog Silliman ("CMS"), Jeanne M. Moog
("JMM"), Douglas B. Moog ("DBM"), Susan L. Moog ("SLM"), James R.
Silliman, Jr. ("JRS"), Michael K. Silliman ("MKS") (collectively,
"Holders"), and Albert K. Hill ("AKH"). Since then, WCM has been
permitted to remove his shares from the Agreement and resign as
an Elector (as defined below), and JBM has died. Accordingly,
references to the Holders do not include WCM or JBM.
Shares held by the Holders in their own right or in various
capacities, such as custodians, trustees, trust beneficiaries,
custodial beneficiaries, etc., are covered by the Agreement.
Each Holder agreed that all the shares of Moog stock or other
voting stock of Moog, now or hereafter beneficially owned by
them, directly or indirectly, will at all times be held subject
to the Agreement. Pursuant to the Agreement, each of the Holders
granted an irrevocable proxy covering that Holder's shares of
Moog stock to the "Electors" under the Agreement, who presently
are RAA, CMS, JMM, DBM, SLM and AKH. The Electors determine how
the shares subject to the Agreement are voted, by a vote of 2/3
of their number. The same approval requirement applies to
conversion by a Holder of Class B into Class A Common Stock.
The Agreement provides that in the case of death,
resignation or removal of any Elector, such Elector's eldest
living child shall be the successor unless the Elector has
appointed a successor in writing, which successor must be the
Elector's spouse or a descendant who is bound by the terms of
this Agreement.
Each of the Holders agreed not to sell, transfer,
pledge, assign or otherwise in any manner dispose of or encumber
any shares subject to the Agreement unless he or she has first
offered to sell such shares to the other Holders and thereafter
to Company as provided in the Agreement. The only exception to
this restriction allows transfers directly or indirectly to or
for the benefit of another Holder, including the spouse or
descendant of a Holder if subject to the Agreement.
<PAGE>
The Agreement continues in force until December 31,
2015, and from year to year thereafter unless any Holder gives
notice to the others in writing of his or her election to
terminate the Agreement on December 31 of such year. The
Agreement also terminates upon the occurrence of any one of the
following events:
1. Cessation of Moog's business;
2. Bankruptcy, receivership or dissolution of Moog;
3. Mutual agreement of the holders of 85 percent of
the shares of Moog stock subject to the Agreement;
4. Whenever there is only 1 surviving Holder bound by
the Agreement; or
5. Upon 5 days notice by the Company that 2/3 of the
holders of record of shares entitled to vote
thereon have approved a merger, consolidation,
reorganization, or plan for liquidation,
dissolution or sale of substantially all of the
Company's assets.
Any disputes arising under the Agreement are subject to
binding and conclusive arbitration in accordance with the then
existing rules of the American Arbitration Association.
In addition to the Agreement, the Holders have also
entered into a Joint Filing Agreement which is attached hereto as
Exhibit B.
Item. 7. Material to be Filed as Exhibits.
A. Moog Family Agreement as to Voting.
B. Joint Filing Agreement.
C. Power of Attorney.
<PAGE>
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
July 13, 1995 Christian F.P. Aubrecht*
Date Christian F.P. Aubrecht
July 13, 1995 Johannes A.S. Aubrecht*
Date Johannes A.S. Aubrecht
July 13, 1995 Nancy M. Aubrecht*
Date Nancy M. Aubrecht
July 13, 1995 Richard A. Aubrecht
Date Richard A. Aubrecht
July 13, 1995 Albert K. Hill*
Date Albert K. Hill
July 13, 1995 Douglas B. Moog*
Date Douglas B. Moog
July 13, 1995 Jeanne M. Moog*
Date Jeanne M. Moog
July 13, 1995 Rachel C. Moog*
Date Rachel C. Moog
July 13, 1995 Sandra A. Moog*
Date Sandra A. Moog
July 13, 1995 Susan L. Moog*
Date Susan L. Moog
July 13, 1995 Catherine A. Silliman*
Date Catherine A. Silliman
(Del Vecchio)
July 13, 1995 Constance Kent Moog Silliman*
Date Constance Kent Moog Silliman
July 13, 1995 James R. Silliman*
Date James R. Silliman
<PAGE>
July 13, 1995 John D. Silliman*
Date John D. Silliman
July 13, 1995 Michael K. Silliman*
Date Michael K. Silliman
July 13, 1995 Susan M. Silliman*
Date Susan M. Silliman
* By: Richard A. Aubrecht
Richard A. Aubrecht
Attorney-in-Fact
<PAGE>
EXHIBIT A
MOOG FAMILY AGREEMENT
AS TO VOTING
AGREEMENT AS TO VOTING
AGREEMENT as to voting made on September , 1982, by
and among WILLIAM C. MOOG ("WCM"), JANE B. MOOG ("JBM"),
RICHARD A. AUBRECHT ("RAA"), NANCY MOOG AUBRECHT ("NMA"),
CONSTANCE MOOG SILLIMAN ("CMS"), JEANNE M. MOOG ("JMM"),
DOUGLAS B. MOOG ("DBM"), SUSAN L. MOOG ("SLM"), JAMES R.
SILLIMAN, Jr. ("JRS") and MICHAEL K. SILLIMAN ("MKS"), (all
individually referred to as previously indicated, or as "Holder"
and sometimes collectively referred to as "Holders") and
ALBERT K. HILL ("AKH").
WITNESSETH THAT WHEREAS:
A. WCM was the founder and motivating force in the
organization and success of Moog Inc., a New York corporation
(the "Company"); and
B. WCM, JBM and RAA are currently Directors and WCM
is the Chairman of the Board, president and Chief Executive
Officer and RAA is also an Executive Officer of the Company; and
C. Holders, in their own right and/or in various
capacities, such as custodians, trustees, trust beneficiaries,
and custodial beneficiaries, are record and/or beneficial owners
of a substantial number of shares of Class A Common Stock and
Class D Common Stock, each of $1.00 par value, of the Company;
and
D. WCM and JBM are husband and wife and RAA is their
son-in-law and JMM is their daughter-in-law, and NMA, CMS, DBM
and SLM are all children of WCM and JBM and JRS and MKS are each
grandchildren of WCM and JBM; and
E. Holders have agreed that the execution of this
Agreement is in the best interest of the Company and will serve
to promote harmonious relationships among themselves with respect
to the management and conduct of the affairs of the Company; and
F. Holders are entering into this Agreement with the
intention that it serve not only as an Agreement as to voting
rights as provided for in Section 620(a) of the Business
Corporation Law of the State of New York, but also with the
intention that it will limit and restrict the sale, pledge,
transfer or other disposition of shares of stock of the Company
held by the parties to the specific circumstances provided in
this Agreement.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and obligations herein, the parties hereto
agree as follows:
<PAGE>
I. SHARES SUBJECT TO AGREEMENT, VOTING
1.01 Shares Subject to Agreement. Each Holder, other
than WCM and JBM, agrees that all shares of Class A or Class B
Common Stock, or other voting stock of the Company, now or
hereafter beneficially owned by them, directly or indirectly will
at all times be held subject to this Agreement, and that any
voting rights relating to any such shares will at all times be
exercised solely in accordance with and pursuant to the
provisions of Article II of this Agreement, and further, that the
restrictions contained in Article III shall at all times be
applicable to all such shares. Annex "A" attached hereto lists
the shares of WCM and JBM which are subject to this Agreement and
also lists the classes of shares, ownership and capacities in
which held for all other holders.
1.02 Release from Agreement. Any shares subject to
this Agreement, may be released from some or all of the
provisions of this Agreement, for a limited time or on a
permanent basis, solely upon a vote taken in accordance with the
provisions of Section 2.06 of this Agreement.
1.03 Irrevocable Proxy. Each of the parties hereto
(other than AKH) agrees that promptly upon execution of this
Agreement he will deliver to the Electors named in Section 2.01,
an irrevocable proxy to vote in accordance with the provisions of
this Agreement, all shares of stock held by such party, provided,
however, that WCM and JBM will deliver such a proxy only with
respect to those shares of stock listed on Annex "A". Such
irrevocable proxy shall be in substantially the form of Annex "B"
attached hereto, and shall be prepared, executed and delivered in
accordance with the provisions of Section 609 of the Business
Corporation Law of the State of New York.
1.04 Additional Parties. Any descendants, or spouses
of descendants of WCM and JBM may become parties hereto by
signing and acknowledging a writing indicating their intent to be
bound by the terms of this Agreement.
1.05 Legend. Each party agrees that all certificates
for shares of stock of the Company owned or held by him which are
subject to this Agreement shall bear a legend on the face or
reverse thereof, in substantially the following form:
"Voting rights on the shares represented by this
certificate, as well as the sale, transfer, pledge,
assignment or encumbrance are restricted by the terms of an
Agreement among the registered holder of this certificate
and others, a copy of which may be examined during normal
business hours at 2300 Main Place Tower, Buffalo, New York
14202."
II. ELECTORS, MANNER OF VOTING
2.01 Electors. WCM, JBM, RAA, CMS, JMM, DBM, SLM and
AKH are hereby designated as Electors for purposes of taking any
action under this Agreement to exercise any voting rights on
shares of stock of the Company.
<PAGE>
2.02 Voting Rights of Electors. The Electors
(collectively as herein provided) shall have the full and
absolute right to vote all shares of Class A and Class B Common
Stock of the Company held by the parties in accordance with the
provisions of this Agreement. Such voting shall include the
election of Directors, the amendment of the Certificate of
Incorporation or the By-Laws, the merger or consolidation of the
Company, or the disposition of all or substantially all of the
assets of the Company, and in addition, if any party seeks
approval or permission to remove shares from the restrictions and
limitations of this Agreement, for any purpose, approval of any
such action shall be made by the Electors as provided in
Article II.
2.03 Electors Action During Life of WCM. During the
life of WCM, the Electors shall take any action and shall cause
all shares subject to this Agreement to be voted as may be
determined jointly by WCM and JBM.
2.04 Electors Action During Life of JBM. Upon the
death WCM, and during the lifetime of JBM, the Electors shall
take any action and shall cause all shares subject to this
Agreement to be voted as may be determined JBM.
2.05 Electors Action After Death of WCM and JBM.
Following the death of both WCM and JBM, the Electors shall take
any action and shall vote all shares subject to this Agreement as
may be determined by the vote of two-thirds of the Electors.
2.06 Removal from Provisions of Agreement. Any party
seeking approval to remove all or any shares of stock owned by
such party from the provisions of this Agreement, on a limited or
permanent basis, must have the approval of WCM and JBM, during
their lifetimes.
2.07 Conversion of Shares. Any party desiring to
convert any shares of Class B Common Stock into shares of Class A
Common Stock of the Company, shall obtain the approval of the
Electors to such conversion, in accordance with the provisions of
Section 2.03., 2.04 or 2.05 (as the case may be).
2.08 Successor Elector. WCM and JBM jointly, or the
survivor of them, at any time shall have the right by an
instrument in writing, executed with the same formality required
for the conveyance of real property in the State of New York, to
designate a successor to AKH, which designation will become
effective upon the death, resignation or removal of AKH. In the
event of death, resignation or removal of WCM or JBM there shall
be no successor to such party, but in the case of the death,
resignation or removal of any other designated Elector, such
Elector's eldest living child shall be the successor unless the
Elector shall appoint a successor by an instrument in writing,
executed with the same formality required for the conveyance of
real property in the State of New York. Any such appointment, to
be effective, shall be from the class of the designated Elector's
spouse and descendants who are bound by the terms of this
Agreement.
<PAGE>
In the event of the death, resignation or removal of
any successor Elector (other than a successor to AKH) all
subsequent successors to that Elector's position shall be elected
by those persons bound by the terms of the Agreement who are
descendants (or spouses of descendants) of the Elector originally
designated for the position to be filled. The election shall be
by weighted vote of those beneficially owned shares of stock
covered by this Agreement with each "B" share being entitled to
ten (10) votes and each "A"' share being entitled to one (1)
vote.
2.09 Determination of Action. Any action required or
permitted to be taken by the Electors may be taken at a meeting
held on three days written or telephoned notice, provided that a
quorum of at least the number of Electors whose affirmative vote
is required under Sections 2.03, 2.04 or 2.05 (as the case may
be), is present, or by an instrument in writing signed by all
Electors.
2.10 Verification of Action. Any person shall be
indemnified and held harmless by the Electors from any claim,
loss or damage allegedly arising out of action taken in reliance
on a certification that the Electors have validly taken action
under Section 2.09, if such certification is executed by WCM, JBM
or AKH, or such other Elector as may be determined by action
under Section 2.03, 2.04 or 2.05 (as the case may be).
III. RESTRICTIONS ON TRANSFER, OPTIONS, PURCHASE OF SHARES
3.01 Restrictions on Transfer. Each of the Holders
expressly agrees:
(a) Not to sell, transfer, pledge, assign or
otherwise in any manner dispose of or encumber any shares of
Company at any time owned by him and subject to this Agreement,
unless and until he shall have first offered to sell such shares
to the other Holders, and thereafter to the Company at a price to
be determined, as provided in Section 3.06.
(b) The foregoing restriction shall not apply in
the case of transfers directly or indirectly to or for the
benefit of another Holder, including, for purposes of this
Section 3.01(b), a spouse or descendant of a Holder, provided
that the transferee, if not already a party to this Agreement,
shall become such immediate upon said transfer.
No dividend shall be paid on any shares sold,
transferred, pledged, assigned or encumbered in breach of this
Agreement.
3.02 Options. Successive options on the part of the
other Holders and thereafter the Company, to purchase all or any
of the shares owned by the Holder referred to in (a) or (b) of
this Section, as the case may be, at a price determined as
provided in Section 3.06, shall arise upon the happening of any
one or more of the following events:
<PAGE>
(a) death of a Holder; or
(b) receipt by the other Holders of an offer to
sell shares made pursuant to Section 3.01.
3.03 Option Periods. An option arising under
Section 3.01 shall remain in force:
(a) for successive periods of 60 days following
the receipt of the offer if the option arises under Section
3.02(b); or
(b) for successive periods of 60 days after the
other Holders have received notice of the appointment of the
personal representative of a deceased Holder, if the option
arises under Section 3.02(a).
3.04 Notice of Option and Exercise.
(a) An offer to sell pursuant to Section 3.01, or
a notice pursuant to Section 3.03(b), shall be in writing and
given to each of the Holders and to the Company in accordance
with Section 4.03. An offer to sell pursuant to Section 3.01
shall be accompanied by a copy of any bona fide offer relied upon
by the offeror.
(b) An option on the part of the Holders or the
Company may be exercised within the period specified in
Section 3.03 by the giving of notice of such exercise by the
Holders or the Company, as the case may be, to the Holder whose
shares are to be purchased or his personal representative, as the
case may be.
(c) If no such notice of exercise be given within
the time specified in Section 3.03, then the offeror or his
personal representative, as the case may be, may, during the
period of 90 days thereafter, transfer the shares as to which the
option shall not have been exercised, free of the restrictions of
Section 3.01, provided, however, that if such option shall arise
by reason of Section 3.02(b), then such transfer shall be at a
price not less than and on terms and conditions no more favorable
than, those specified in any bona fide offer relied upon by such
Holder.
3.05 Proportions on Exercise. Holders who exercise any
option to purchase given under this Agreement shall participate
in any purchase in proportion to their holdings of the class of
shares offered, which are subject to this Agreement, unless some
other proportion is agreed upon in writing by the purchasers. A
right to acquire shares pursuant to this Agreement may be
transferred or assigned only to another Holder (as defined in
Section 3.01(b)).
3.06 Option Price. In the event an option to purchase
shares shall arise under Section 3.02, the option price of such
shares shall be a price per share equal to the average between
the high and the low prices of such stock on the American Stock
Exchange on the day of death, if the option arises under
Section 3.02(a) or on the day of receipt of the offer, if the
option arises under Section 3.02(b).
<PAGE>
3.07 Payment for Shares. Payment for shares purchased
pursuant to this Agreement shall be made, certificates for the
shares duly endorsed for transfer with all required Federal and
State Transfer Stamps affixed shall be delivered, and title to
the shares shall pass as follows:
(a) 10 percent of the purchase price shall be
paid in cash within 10 days after exercise of the option; the
remaining 90 percent shall be paid in 60 equal monthly
installments to be represented by a promissory note of the
purchaser, bearing interest payable monthly at the highest rate
of interest legally permissible at the beginning of the month in
which paid.
(b) Title to the shares shall pass to the
purchaser immediately upon payment of 10 percent of the purchase
price in cash and delivery of the notes, and certificates for the
shares, duly endorsed for transfer, shall thereupon be delivered
to the purchaser. The purchaser shall thereupon pledge such
certificates to the seller, who shall hold them as security for
payment of the notes; but unless and until a default occurs under
the terms of one or more of the notes, the purchaser shall have
the sole right to vote the shares (as such right may be modified
by the provisions of this Agreement) and collect all dividends
and other distributions thereon. Upon the payment of the last
note and all accumulated interest, the certificates shall be
redelivered to the purchaser free and clear of such pledge.
IV. DURATION; TERMINATION; NOTICES
4.01 Duration. Unless terminated in accordance with
this Section 4.01, this Agreement shall continue in force until
December 31, 2015 and thereafter shall be renewed automatically
from year to year unless at least 90 days before December 31 in
any year, any party hereto shall give to the other parties notice
in writing of his election to have the Agreement terminate on
December 31 of such year. All notices pursuant to this Agreement
shall be given in accordance with Section 4.03.
4.02 Termination. This Agreement shall also terminate
upon the occurrence of any of the following events:
(a) Cessation of Company's business;
(b) Bankruptcy, receivership or dissolution of
Company;
(c) Upon mutual agreement of the holders of
85 percent of the shares of Company subject to this Agreement;
(d) Whenever there is only one surviving Holder
bound by the terms hereof; or
(e) Upon five days notice by Company that at
least two-thirds of the holders of record of shares entitled to
vote thereon have approved a merger, consolidation,
reorganization or plan for liquidation, dissolution or sale of
substantially all of the Company's assets.
4.03 Notices. All notices, requests, demands and other
communications relating to this Agreement or required or
permitted hereunder shall be in writing and shall be deemed to
have been duly given when received, if personally delivered or
<PAGE>
mailed, first-class postage prepaid, addressed to the address of
the party to whom such notice is directed as it appears on the
records of Company.
V. SETTLEMENT OF DISPUTES
5.01 Arbitration. All disputes, differences and
controversies, of any nature whatsoever, relating to or arising
under or in connection with this Agreement shall be settled and
finally determined by arbitration in the City of Buffalo, New
York, under the then existing Rules of the American Arbitration
Association.
VI. MISCELLANEOUS PROVISIONS
6.01 Entire Agreement. This instrument contains the
entire agreement of the parties with respect to its subject
matter, and supersedes and replaces any prior agreement or
understanding, and no amendment, modification or waiver of any
provision hereof shall be valid unless it be in writing and
signed by all the parties hereto.
6.02 Non-Waiver. The waiver of or failure to take
action with regard to, any breach of any term or condition of
this Agreement shall not be deemed to constitute a continuing
waiver or a waiver of any other breach of the same or any other
term or condition.
6.03 Paragraph and Other headings. The paragraph and
other headings contained in this Agreement are for reference
purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.
6.04 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, any of which shall be
deemed an original, and all of which shall constitute one and the
same instrument, notwithstanding that all of the parties are not
signatory to the original or the same counterpart.
6.05 Persons Bound. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit
of the parties and their respective legal representatives, heirs,
distributees, successors and assigns, including any shareholders
of the Company who may subsequently become parties by their
signatures at the end hereof.
6.06 Choice of Law. This Agreement shall be construed
and enforced in accordance with and governed by the laws of the
State of New York.
6.07 Gender and Number. The masculine gender as used
in this Agreement shall be deemed to refer to and include the
feminine and neuter genders and the singular or plural when
required by the context shall be deemed to include the plural or
singular, as the case may be, the word "person" shall include
corporation, firm, partnership or other form of association.
<PAGE>
6.08 Severability. If any provision of this Agreement
or the application thereof to any person or circumstances is held
invalid, the remainder of this Agreement and the application of
such provision to other persons and circumstances shall not be
affected thereby.
6.09 Inconsistent Provisions. If any provision of this
Agreement is inconsistent with any provision of any other
document required or executed pursuant to this Agreement, the
provisions of this Agreement shall be controlling and supersede
such other document.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and seals the day and year first above written.
______________________(L.S.) ________________________(L.S.)
William C. Moog Jane B. Moog
______________________(L.S.) ________________________(L.S.)
Richard A. Aubrecht Nancy Moog Aubrecht
______________________(L.S.) ________________________(L.S.)
Constance Moog Silliman Jeanne M. Moog
______________________(L.S.) ________________________(L.S.)
Douglas B. Moog Susan L. Moog
______________________(L.S.) ________________________(L.S.)
James R. Silliman, Jr. Michael K. Silliman
______________________(L.S.)
Albert K. Hill
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
Pursuant to Rule 13d-l(f)(1) under the Securities
Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13D
need be filed on behalf of all of the undersigned with respect to
the ownership by each of the undersigned of shares of Common
Stock of Moog Inc.
This agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
EXECUTED as a sealed instrument this 13th day of July,
1995.
Christian F.P. Aubrecht*
Christian F.P. Aubrecht
Johannes A.S. Aubrecht*
Johannes A.S. Aubrecht
Nancy M. Aubrecht*
Nancy M. Aubrecht
Richard A. Aubrecht
Richard A. Aubrecht
Albert K. Hill*
Albert K. Hill
Douglas B. Moog*
Douglas B. Moog
Jeanne M. Moog*
Jeanne M. Moog
Rachel C. Moog*
Rachel C. Moog
Sandra A. Moog*
Sandra A. Moog
Susan L. Moog*
Susan L. Moog
<PAGE>
Catherine A. Silliman*
Catherine A. Silliman
(DelVecchio)
Constance Kent Moog Silliman*
Constance Kent Moog Silliman
James R. Silliman*
James R. Silliman
John D. Silliman*
John D. Silliman
Michael K. Silliman*
Michael K. Silliman
Susan M. Silliman*
Susan M. Silliman
* By: Richard A. Aubrecht
Richard A. Aubrecht
Attorney-in-Fact
_____________________
* This Agreement was executed by Richard A. Aubrecht
pursuant to the Power of Attorney attached hereto as Exhibit C.
<PAGE>
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints
Richard A. Aubrecht and Constance Kent Moog Silliman, and each of
them, with full power to act without the other, his or her true
and lawful attorney-in-fact, with full power of substitution, to
sign any and all instruments, certificates and documents that may
be necessary, desirable or appropriate to be executed on behalf
of himself or herself as an individual, or in his or her capacity
as a trustee or custodian, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is
mandated by the Exchange Act of otherwise granting unto said
attorney-in-fact full power and authority to do and perform each
and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been
signed as of the 15th day of May, 1995.
Christian F.P. Aubrecht
Christian F.P. Aubrecht
Johannes A.S. Aubrecht
Johannes A.S. Aubrecht
Nancy M. Aubrecht
Nancy M. Aubrecht
Richard A. Aubrecht
Richard A. Aubrecht
Albert K. Hill
Albert K. Hill
Douglas B. Moog
Douglas B. Moog
Jeanne M. Moog
Jeanne M. Moog
<PAGE>
Rachel C. Moog
Rachel C. Moog
Sandra A. Moog
Sandra A. Moog
Susan L. Moog
Susan L. Moog
Catherine A. Silliman
Catherine A. Silliman
(Del Vecchio)
Constance Kent Moog Silliman
Constance Kent Moog Silliman
James R. Silliman
James R. Silliman
John D. Silliman
John D. Silliman
Michael K. Silliman
Michael K. Silliman
Susan M. Silliman
Susan M. Silliman
<PAGE>
