FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
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
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
East Aurora, New York 14052-0018
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code: (716)652-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Class A Common Stock, $1.00 Par Value American Stock Exchange
Class B Common Stock, $1.00 Par Value American Stock Exchange
9-7/8% Convertible Subordinated American Stock Exchange
Debentures due 2006
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.
<PAGE>
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 9, 1994 was approximately $48,407,157.
The number of shares of Common Stock outstanding as of the close of
business on the latest practicable date, May 8, 1994 was:
Class A 6,042,238 Class B 1,677,814.
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 30, 1994 (the "1994 Annual Report")
(2) Specific sections of the Proxy Statement to Shareholders dated
January 10, 1995 (the "1995 Proxy")
<PAGE>
PART IV
Item 14 - Exhibits, Financial
Statement Schedules and
Reports on Form 8-K
3. EXHIBITS
Exhibit No.
24 Consent of Accountants
28 Information, Financial Statements and
Exhibits required by Form 11-K for the
Moog Inc. Savings and Stock Ownership Plan
<PAGE>
SIGNATURE PAGE
The undersigned registrant hereby amends the following
items, financial statements and exhibits of its Annual Report for
its fiscal year ended September 30, 1994 on Form 10-K as set
forth in the pages attached hereto:
To file as Exhibit 28 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, thereunto duly
authorized.
MOOG INC.
By/s/ William P. Burke
William P. Burke,
Treasurer
Date: September 26, 1995
<PAGE>
MOOG INC.
Index to Exhibits
Exhibit No. Description Page Number
24 Consent of Accountants 6
28 Information, Financial Statements 8
and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock
Ownership Plan
<PAGE>
Exhibit 24
Consent of Accountants
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Moog Inc.:
We consent to incorporation by reference in the Registration
Statements (No. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721
and 33-57131) on Form S-8 of Moog Inc. of our report dated
April 26, 1995, relating to the statements of net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1994 and 1993, and the related
statements of changes in net assets available for benefits for
each of the years in the three-year period ended September 30,
1994 which report appears in Amendment No. 1 to the Form 10-K of
Moog Inc. for the year ended September 30, 1994.
Buffalo, New York
September 28, 1995
<PAGE>
Exhibit 28
Moog Inc. Savings and Stock Ownership Plan
Financial Statements and Schedules
<PAGE>
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Index
Independent Auditors' Report
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1994
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1993
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended September 30, 1994
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended September 30, 1993
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended September 30, 1992
Notes to Financial Statements
Schedule
Item 27a - Schedule of Assets Held for
Investment Purposes - September 30, 1994 1
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1994 2
<PAGE>
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 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, 1994 and 1993, and the changes in net
assets available for benefits for each of the years in the three-
year period ended September 30, 1994, 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. The
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 fund information in the statements of net assets
available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund
information 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.
KPMG Peat Marwick LLP
Buffalo, New York
April 26, 1995
<PAGE>
<TABLE> MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1994
Savings Component Stock Ownership Component
<CAPTION>
Fixed Money Common AlliedSignal
interest market stock Balanced stock Loan
Assets fund fund fund fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
At fair value (note 3):
Money market fund
(cost of $3,370,695) $ -- 3,370,695 -- -- -- -- -- -- 3,370,695
Vanguard Windsor fund
(cost of $13,322,533) -- -- 14,105,974 -- -- -- -- -- 14,105,974
Fidelity Puritan fund
(cost of $4,316,890) -- -- -- 4,159,826 -- -- -- -- 4,159,826
AlliedSignal, Inc.
common stock (cost of
$13,583,438) (note 1(a)) -- -- -- -- 12,141,027 -- -- -- 12,141,027
Employee loans receivable -- -- -- -- -- 1,122,941 -- -- 1,122,941
Moog Inc. Class B common
stock (cost of
$5,077,290) (note 6) -- -- -- -- -- -- 4,172,305 1,050,580 5,222,885
At contract value:
Guaranteed investment
contracts (cost of
$13,425,910) 13,425,910 -- -- -- -- -- -- -- 13,425,910
__________ _________ __________ _________ __________ _________ _________ _________ __________
Total investments 13,425,910 3,370,695 14,105,974 4,159,826 12,141,027 1,122,941 4,172,305 1,050,580 53,549,258
__________ _________ __________ _________ __________ _________ _________ _________ __________
Accrued investment income 15 3,915 250 -- -- -- 899 -- 5,079
Cash 160 -- 40,927 -- 65,390 -- 785,187 13 891,677
__________ _________ __________ _________ __________ _________ _________ _________ __________
Total assets 13,426,085 3,374,610 14,147,151 4,159,826 12,206,417 1,122,941 4,958,391 1,050,593 54,446,014
__________ _________ __________ _________ __________ _________ _________ _________ __________
<PAGE>
Liabilities
Due to broker -- -- 40,927 -- -- -- 23 -- 40,950
Note payable (note 6) -- -- -- -- -- -- -- 1,531,861 1,531,861
__________ _________ __________ _________ __________ _________ _________ _________ __________
Total liabilities -- -- 40,927 -- -- -- 23 1,531,861 1,572,811
__________ _________ __________ _________ __________ _________ _________ _________ __________
Net assets (deficit)
available for
benefits $13,426,085 3,374,610 14,106,224 4,159,826 12,206,417 1,122,941 4,958,368 (481,268) 52,873,203
========== ========= ========== ========= ========== ========= ========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE> MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1993
<CAPTION>
Savings Components Stock Ownership Components
Fixed Money Common
interest market stock
Assets fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Investments:
At fair value (note 3):
Money market fund (cost of
$3,115,403) $-- 3,115,403 -- -- -- 3,115,403
Vanguard Windsor fund
(cost of $9,015,193) -- -- 10,363,709 -- -- 10,363,709
Moog Inc. Class B common
stock (cost of $4,632,147)
(note 6) -- -- -- 2,466,568 806,572 3,273,140
At contract value:
Guaranteed investment
contracts (cost of
$10,790,023) 10,790,023 -- -- -- -- 10,790,023
__________ _________ __________ _________ _________ __________
Total investments 10,790,023 3,115,403 10,363,709 2,466,568 806,572 27,542,275
__________ _________ __________ _________ _________ __________
Accrued investment income 25 2,212 4 4 -- 2,245
Cash 56,774 -- 56,362 1,735 13 114,884
__________ _________ __________ _________ _________ __________
Total assets $10,846,822 3,117,615 10,420,075 2,468,307 806,585 27,659,404
__________ _________ __________ _________ _________ __________
<PAGE>
Liabilities
Due to broker -- -- -- 1,730 -- 1,730
Note payable (note 6) -- -- -- -- 1,644,251 1,644,251
__________ _________ __________ _________ _________ __________
Total liabilitiees -- -- -- 1,730 1,644,251 1,645,981
__________ _________ __________ _________ _________ __________
Net assets (deficit)
available for
benefits $10,846,822 3,117,615 10,420,075 2,466,577 (837,666) 26,013,423
========== ========= ========== ========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE> MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets
Available for Benefits with Fund Information
Year ended September 30, 1994
Savings Component Stock Ownership Component
<CAPTION>
Fixed Money Common AlliedSignal
interest market stock Balanced stock Loan
fund fund fund fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contributions $ 1,086,729 278,066 1,655,861 435,805 -- -- 608,839 -- 4,065,300
Employer contributions -- -- -- -- -- -- -- 193,559 193,559
Employee rollover
contributions 2,318 -- 2,317 -- -- -- -- -- 4,635
Transfer of assets from
another plan
(note 1(a)) 2,695,745 427,299 1,514,818 2,330,115 13,691,533 1,214,068 647,949 -- 22,516,887
_________ _________ __________ _________ __________ _________ _________ ________ __________
Total contributions
and transfers 3,780,152 705,365 3,172,996 2,765,920 13,691,533 1,214,068 1,256,788 193,559 26,780,381
_________ _________ __________ _________ __________ _________ _________ ________ __________
Investment income (loss):
Interest 593,234 112,638 2,802 4 -- -- 3,969 -- 712,647
Dividends -- -- -- -- 65,389 -- -- -- 65,389
Income from mutual fund
investments -- -- 383,643 21,687 -- -- -- -- 405,330
Net appreciation
(depreciation) in fair
value of investments,
including realized
gains and losses -- -- -- -- (1,550,505) -- 1,161,657 342,945 (45,903)
_________ _________ __________ _________ __________ _________ _________ _________ __________
Net investment
income (loss) 593,234 112,638 386,445 21,691 (1,485,116) -- 1,165,626 342,945 1,137,463
_________ _________ __________ _________ __________ _________ _________ _________ __________
Total additions 4,373,386 818,003 3,559,441 2,787,611 12,206,417 1,214,068 2,422,414 536,504 27,917,844
Distributions (441,742) (118,408) (235,054) (42,606) -- -- (139,085) -- (976,895)
<PAGE>
Interest expense -- -- -- -- -- -- -- (81,169) (81,169)
Transfers among funds (1,352,381) (442,600) 361,762 1,414,821 -- (91,127) 208,462 (98,937) --
__________ ________ _________ _________ __________ _________ _________ _________ __________
Increase in net assets
available for
benefits 2,579,263 256,995 3,686,149 4,159,826 12,206,417 1,122,941 2,491,791 356,398 26,859,780
Net assets (deficit)
available for benefits:
Beginning of year 10,846,822 3,117,615 10,420,075 -- -- -- 2,466,577 (837,666) 26,013,423
__________ _________ __________ _________ __________ _________ _________ __________ __________
End of year $13,426,085 3,374,610 14,106,224 4,159,826 12,206,417 1,122,941 4,958,368 (481,268) 52,873,203
========== ========= ========== ========= ========== ========= ========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE> MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets
Available for Benefits with Fund Information
Year ended September 30, 1993
<CAPTION>
Savings Components Stock Ownership Components
Fixed Money Common
interest market stock
fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 1,373,654 402,948 1,257,383 299,212 -- 3,333,197
Employer contributions -- -- -- -- 213,840 213,840
__________ _________ __________ _________ _________ _________
Total contributions 1,373,654 402,948 1,257,383 299,212 213,840 3,547,037
__________ _________ __________ _________ _________ _________
Investment income:
Interest 648,965 102,467 1,246 273 -- 752,951
Income from mutual fund
investments -- -- 2,107,081 -- -- 2,107,081
Change in net unrealized
appreciation in fair
value of investments -- -- -- 704,145 263,185 967,330
__________ _________ __________ _________ ________ _________
Investment income 648,965 102,467 2,108,327 704,418 263,185 3,827,362
__________ _________ __________ _________ ________ _________
Total additions 2,022,619 505,415 3,365,710 1,003,630 477,025 7,374,399
Distributions (585,317) (285,021) (384,831) (78,922) -- (1,334,091)
Interest expense -- -- -- -- (66,784) (66,784)
Transfers among funds (233,777) (320,924) 548,780 89,171 (83,250) --
__________ _________ __________ _________ _________ __________
Increase (decrease) in net
assets available for benefits 1,203,525 (100,530) 3,529,659 1,013,879 326,991 5,973,524
Net assets (deficit) available
for benefits:
Beginning of year 9,643,297 3,218,145 6,890,416 1,452,698(1,164,657) 20,039,899
__________ _________ __________ _________ __________ __________
End of year $10,846,822 3,117,615 10,420,075 2,466,577 (837,666) 26,013,423
========== ========= ========== ========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE> MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets
Available for Benefits with Fund Information
Year ended September 30, 1992
<CAPTION>
Savings Components Stock Ownership Components
Fixed Money Common
interest market stock
fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Employee contributions $ 1,423,183 440,282 1,107,762 436,583 -- 3,407,810
Employer contributions -- -- -- -- 240,308 240,308
__________ _________ __________ _________ _________ _________
Total contributions 1,423,183 440,282 1,107,762 436,583 240,308 3,648,118
__________ _________ __________ _________ _________ _________
Investment income (loss):
Interest 642,435 143,934 1,159 649 3 788,180
Income from mutual fund
investments -- -- 593,690 -- -- 593,690
Net unrealized depreciation
in fair value of
investments -- -- -- (804,992) (391,189) (1,196,181)
__________ _________ __________ _________ ________ _________
Net investment income
(loss) 642,435 143,934 594,849 (804,343) (391,186) 185,689
__________ _________ __________ _________ ________ _________
Total contributions and
net investment income
(loss) 2,065,618 584,216 1,702,611 (367,760) (150,878) 3,833,807
Benefits paid (588,879) (273,635) (619,849) (223,249) -- (1,705,612)
Interest expense -- -- -- -- (80,591) (80,591)
Transfers among funds 17,556 (276,456) 253,089 110,445 (104,634) --
__________ _________ __________ _________ _________ __________
Increase (decrease) in net
assets available for benefits 1,494,295 34,125 1,335,851 (480,564) (336,103) 2,047,604
<PAGE>
Net assets (deficit) available
for benefits:
Beginning of year 8,149,002 3,184,020 5,554,565 1,933,262 (828,554) 17,992,295
__________ _________ __________ _________ __________ __________
End of year $ 9,643,297 3,218,145 6,890,416 1,452,698 (1,164,657) 20,039,899
========== ========= ========== ========= ========== ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
September 30, 1994, 1993 and 1992
(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 agreement 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 June 17, 1994, the Company acquired the hydraulic
and mechanical actuation product lines of AlliedSignal Inc.
(Allied). Pursuant to the terms of the acquisition agreement,
the employees of Allied became participants in the Plan (the
Allied Participants) as of that date and were given credit for
their past service with Allied for the purpose of Plan
eligibility.
Effective July 1, 1994 the assets of Allied's
retirement plan (Allied's Plan) related to the vested benefits of
Allied Participants were transferred to the Plan. The allocation
of these funds within the Plan was as directed by the Allied
Participants. Although the Plan has no provision for participant
loans, it agreed to accept the loans outstanding in Allied's Plan
related to the Allied Participants. These loans will be repaid
in accordance with their original terms as established by the
Allied Plan.
(b) Eligibility
All domestic employees of the Company with one year of
service 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 (note 3).
The Plan transfers unallocated shares of the stock
ownership component to the participant accounts as a partial
match of employee contributions. The aggregate value of shares
transferred is equal to 25% of employee contributions allocated
<PAGE>
towards the purchase of Company stock. The accompanying
statements of net assets available for benefits reflect the
transfer when actually made by the trustee, which is subsequent
to receipt of the related employee contribution.
Additionally, the Company has contributed in cash an
amount sufficient to service the Stock Ownership Component's note
payable (note 6).
(d) Participants' Accounts
A separate account is maintained for each Plan
participant. Investment income is credited to each participant's
account in proportion to the average balance of the account to
the total average fund balance. Participants' accounts are fully
and immediately vested. In the event of termination of service,
a participant, or his or her beneficiary, is paid 100% of the
vested account balance. Participants may transfer all or part of
their accounts among investment options.
The total number of employees participating in the plan
as of September 30, 1994 and 1993 was 2,260 and 1,854,
respectively.
(e) Administrative Expenses
Costs of administering the Plan are paid by the
Company.
(f) Reclassifications
Certain reclassifications have been made to the 1993
and 1992 statements of changes in net assets available for
benefits to conform with the 1994 presentation.
(2) Summary of Significant Accounting Policies
The accompanying financial statements are presented on the
accrual basis.
Investments in the money market, common stock and balanced
funds are reported at fair value based on the quoted per share
price of the underlying mutual funds. Investments in Allied and
Company stock are reported at fair value determined by reference
to quoted market prices.
The investment in the fixed interest fund is reported at
contract value which represents the cost of the underlying
investment contracts plus interest and less withdrawals.
Purchases and sales of securities are reported on a "trade
date" basis.
(3) Investments
Plan assets are held and managed by Mellon Bank N.A., the
Plan trustee. A description of the assets of the Plan follows:
<PAGE>
Savings Component:
(a) Fixed Interest Fund - Guaranteed investment
contracts with insurance companies providing for interest at
fixed rates.
(b) Money Market Fund - Common trust fund invested in
short-term money market instruments such as U.S. Treasury bills
and insured certificates of deposit with major banks.
(c) Common Stock Fund - Shares of the Vanguard Windsor
Fund, a professionally managed, diversified common equity mutual
fund.
(d) Balanced Fund - Shares of the Fidelity Puritan
Fund, a professionally managed, diversified mutual fund with a
balanced investment portfolio. This investment option became
available in 1994.
(e) AlliedSignal Stock Fund - AlliedSignal, Inc.
common stock. This fund resulted from the transfer of assets for
Allied Participants.
Stock Ownership Component - purchases shares of the
Company's Class B common stock in open market transactions.
Company stock in this component is maintained as follows:
(a) The accounts of employees with vested rights in
allocated stock (allocated). At September 30, 1994 the trustee
holds 311,948 allocated shares.
(b) Stock not yet allocated to employees through the
employee match (unallocated). At September 30, 1994 the trustee
holds 78,548 unallocated shares.
Included in the 1994 net appreciation (depreciation) in the
fair value of investments are realized losses of $111,400 on the
sale of Allied stock.
(4) Federal Income Taxes
The Internal Revenue Service has issued a determination
letter that the Plan qualifies under the provisions of Section
401(a) of the Internal Revenue Code and is, therefore, exempt
from Federal income taxes under Section 501(a) of the Code. The
Plan sponsor has represented that since the date of the
determination letter, the Plan has operated in conformance with
applicable laws and regulations to maintain its tax qualified
status.
Participants are not subject to Federal income tax on any
contributions allocated to their accounts under the Plan, or the
earnings thereon, until the accounts are withdrawn or
distributed. However, savings contributions are considered part
of a participant's taxable wage base for purposes of FICA
contributions.
<PAGE>
(5) Plan Termination
Although it has not expressed any 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.
(6) Employee Stock Ownership Loan
Upon formation of the Stock Ownership Component in 1988, the
Plan purchased 150,000 Company Class B common shares and
designated them as unallocated. The funds to make this purchase
were loaned to the Plan by the Company. Repayment of the loan is
based on a formula related to the number of shares allocated to
participants annually. Loan repayments in 1994 and 1993 were
$112,390 and $147,055, respectively The interest rate on the
loan is equal to the rate on the Company's revolving debt (6.99%
and 4.13% at September 30, 1994 and 1993, respectively).
<PAGE>
<TABLE> Schedule 1
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
September 30, 1994
<CAPTION>
Fair or
contract
Identity of issue Description Cost value
<S> <C> <C> <C>
Fixed Interest Fund:
John Hancock 5.1% guaranteed investment
contract maturing in
December 1996 $ 6,746,798 6,746,798
Allstate Life
Insurance 5.48% guaranteed investment
contract maturing in
December 1995 2,810,149 2,810,149
New York Life
Insurance Co. 5.5% guaranteed investment
contract maturing in
January 1995 3,868,963 3,868,963
__________ __________
Total Fixed Interest Fund 13,425,910 13,425,910
Money market fund Mellon Bank* Temporary
Investment Fund 3,370,695 3,370,695
Common stock fund 997,594 shares of Vanguard
Windsor Fund 13,322,533 14,105,974
Balanced Fund 270,998 shares of Fidelity
Puritan Fund 4,316,890 4,159,826
AlliedSignal, Inc. 355,781 common shares 13,583,438 12,141,027
Loan Fund Employee loans receivable 1,122,941 1,122,941
Moog Inc.* 390,496 Class B common shares 5,076,583 5,222,885
___________ __________
Total investments $54,218,990 53,549,258
=========== ==========
* Person named is a party-in-interest.
</TABLE>
<PAGE>
<TABLE> Schedule 2
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN
Item 23d - Schedule of Reportable Transactions
Year ended September 30, 1994
<CAPTION>
Expense Current value
incurred of asset on
Identity of Description Purchase Selling Lease with Cost of transaction Net gain
party involved of asset price price rental transaction asset date (loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vanguard Windsor
Fund Mutual fund shares $3,498,179 -- -- -- 3,498,179 -- --
Vanguard Windsor
Fund Mutual fund shares -- 195,918 -- -- 182,190 195,918 13,728
Mellon Bank, N.A.* Mutual fund shares 8,260,739 -- -- -- 8,260,739 -- --
Mellon Bank, N.A.* Mutual fund shares -- 7,294,044 -- -- 7,294,044 7,294,044 --
AlliedSignal, Inc. Common stock -- 1,726,683 -- -- 1,834,778 1,726,683 (108,095)
Allstate Life
Insurance Guaranteed invest-
ment contracts 1,257,346 -- -- -- 1,257,346 -- --
Allstate Life
Insurance Guaranteed invest-
ment contracts -- 1,402,359 -- -- 1,402,359 1,402,359 --
John Hancock Guaranteed invest-
ment contracts 7,226,472 -- -- -- 7,226,472 -- --
John Hancock Guaranteed invest-
ment contracts -- 628,415 -- -- 628,415 628,415 --
MONY Guaranteed invest-
ment contracts -- 3,651,376 -- -- 3,651,376 3,651,376 --
<PAGE>
Fidelity Puritan
Fund Mutual fund shares 4,156,731 -- -- -- 4,156,731 4,156,731 --
Fidelity Puritan
Fund Mutual fund shares -- 18,591 -- -- 18,444 18,591 147
========== ========= ======= ======== ========= ========= =========
* Person named is a party-in-interest.
</TABLE>
<PAGE>
