SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __________)
Filed by the registrant _X_
Filed by a party other than the registrant ___
Check the appropriate box:
___ Preliminary proxy statement
_X_ Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
_____________________________Moog Inc.____________________________________
(Name of Registrant as Specified in Its Charter)
__________________________________________________________________________
(Name of Persons(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
_X_ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1/
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
____________________
1/ Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
- 2 -
___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
__________________________________________________________________________
(2) Form, schedule or registration statement no.:
__________________________________________________________________________
(3) Filing party:
__________________________________________________________________________
(4) Date filed:
__________________________________________________________________________
<PAGE>
[LOGO]
Moog Inc., East Aurora, New York 14052
_______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of MOOG Inc. will be held in the Auditorium of the
Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New
York, on Wednesday, February 8, 1995, at 9:15 a.m., for the
following purposes:
1. To elect two directors of the Company, one of whom will
be a Class A director, elected by the holders of Class
A shares, and one of whom will be a Class B director,
elected by the holders of Class B shares, to serve
three year terms expiring in 1998, or until the
election and qualification of their successors.
2. To consider and ratify the selection of KPMG Peat
Marwick, independent certified public accountants, as
auditors of the Company for the 1995 fiscal year.
3. To consider and transact such other business as may
properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors has fixed the close of business on
December 18, 1994, as the record date for determining which
shareholders shall be entitled to notice of and to vote at such
meeting. SHAREHOLDERS WHO WILL BE UNABLE TO BE PRESENT
PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS
ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
John B. Drenning, Secretary
Dated: East Aurora, New York
January 10, 1995
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
MOOG INC.
_______________
TO BE HELD IN THE AUDITORIUM OF THE ALBRIGHT-KNOX ART GALLERY
1285 ELMWOOD AVENUE, BUFFALO, NEW YORK
ON FEBRUARY 8, 1995
This Proxy Statement is furnished to shareholders by the
Board of Directors of MOOG Inc. (the "Company") in connection
with the solicitation of proxies for use at the Annual Meeting of
Shareholders on Wednesday, February 8, 1995, at 9:15 a.m., and at
any adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This
Proxy Statement and accompanying proxy will be mailed to
shareholders on or about January 10, 1995.
If the enclosed form of proxy is properly executed and
returned, the shares represented thereby will be voted in
accordance with the instructions thereon. Unless otherwise
specified, the proxy shall be deemed to confer authority to vote
the shares represented by the proxy "FOR" Proposal 1, the
election of directors, and "FOR" Proposal 2, the ratification of
KPMG Peat Marwick as independent auditors for the fiscal year
1995.
Any proxy given pursuant to this solicitation may be revoked
by the person giving it insofar as it has not been exercised.
Such revocation may be made in person at the meeting, or by
submitting a proxy bearing a date subsequent to that on the proxy
to be revoked, or by written notification to the Secretary of the
Company.
GENERAL
The Board of Directors has fixed the close of business on
December 18, 1994, as the record date for determining the holders
of common stock entitled to notice of and to vote at the meeting.
On December 18, 1994, the Company had outstanding and entitled to
vote, a total of 6,042,238 shares of Class A common stock ("Class
A shares") and 1,677,814 shares of Class B common stock ("Class B
shares"). Holders of Class A shares are entitled to elect at
least 25% of the Board of Directors (rounded up to the nearest
whole number) so long as the number of outstanding Class A shares
is at least 10% of the number of outstanding shares of both
classes of common stock. Currently, the holders of Class A
shares are entitled, as a class, to elect three directors of the
Company, and the holders of the Class B shares are entitled, as a
class, to elect the remaining five directors. Other than on
matters relating to the election of directors or as required by
law, where the holders of Class A shares and Class B shares vote
as separate classes, the record holder of each outstanding Class
A share is entitled to one-tenth vote per share and the record
holder of each outstanding Class B share is entitled to one vote
per share on all matters to be brought before the meeting. The
Class A director and the Class B director will be elected by a
<PAGE>
plurality of the votes by the respective class. The other matter
submitted to the meeting may be adopted by a majority of the
votes cast, a quorum of 3,021,120 Class A shares and 838,908
Class B shares being present. The record holders of 9%
Cumulative Convertible Exchangeable Preferred Shares, Series B,
$1.00 par value ("Series B Preferred Stock") are not entitled to
vote on the matters upon which action is to be taken at the
meeting.
In accordance with New York law, abstentions are not counted
in determining the votes cast in connection with the ratification
of the selection of KPMG Peat Marwick as auditors of the Company
for the 1995 fiscal year. Votes withheld in connection with the
election of one or more nominees for director will not be counted
and will have no effect.
CERTAIN BENEFICIAL OWNERS
Security Ownership
The only persons known by the Company to own beneficially
more than five percent of the outstanding shares of either class
of the voting common stock of the Company are set forth below.
<TABLE>
<CAPTION> Class A Class B
Common Common
Stock<F1> Stock<F1><F2>
Amount and Amount and
nature of nature of
Name and address of beneficial Percent beneficial Percent
beneficial ownership ownership of class ownership of class
<S> <C> <C> <C> <C>
Moog Family Agreement as 190,904 3.2 279,251 16.6
to Voting<F3>.................
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Seneca Foods Corporation<F4>.. 714,600 11.8 55,900 3.3
162 Pittsford-Victor Road
Pittsford, NY 14534
David L. Babson & Co., Inc.... 392,600 6.5 -0- -0-
One Memorial Drive
Cambridge, MA 02142
Moog Inc. Retirement
Plan Trust<F5>................ 304,155 5.0 289,603 17.3
c/o Moog Inc. Jamison Rd.
East Aurora, NY 14052
Moog Inc. Savings and Stock
Ownership Plan Trust<F6>...... -0- -0- 474,383 28.3
c/o Moog Inc.
<PAGE>
Jamison Rd.
East Aurora, NY 14052
U.S. Bancorp.................. 536,300 8.9 -0- -0-
111 S.W. Fifth Street
Portland, OR 97208
Pioneering Management
Corporation................... 392,800 6.5 -0- -0-
60 State Street
Boston, MA 02109
______________________
<FN>
<F1> See the table on pages 5-6 containing information concerning the
shareholdings of directors and officers of the Company.
<F2> Class B shares are convertible into Class A shares on a share-for-
share basis.
<F3> Does not include options to acquire 40,500 Class A shares and 17,000
Class B shares. See "Moog Family Agreement as to Voting" for an
explanation as to how the shares shown in the table as beneficially
owned are voted.
<F4> Does not include 99,900 Class A shares, 20,300 Class B shares and
$289,000 in principal amount of the Company's 9.875% Convertible
Subordinated Debentures due January 15, 2006 which are convertible
into Class A shares at $22.88 per share, held by the Seneca Foods
Corporation Employees' Pension Benefit Plan Trust. Nor does it
include a total of 41,221 Class A shares and options to acquire 45,000
Class A shares, or 26,172 Class B shares and options to acquire 21,304
Class B shares, beneficially owned by the directors and executive
officers of Seneca Foods Corporation ("Seneca"). Nor does it include
a total of 89,700 Class A shares beneficially owned by the Seneca
Foods Foundation. Arthur S. Wolcott, the Chairman, director and major
shareholder of Seneca, is also a director of the Company. Robert T.
Brady, President and Chief Executive Officer of the Company, is also a
director of Seneca (See "Nominees and Directors").
<F5> Shares held are voted by the Trustee, Manufacturers and Traders Trust
Company, Buffalo, New York, as directed by the Moog Inc. Retirement
Plan Committee.
<F6> Of the shares shown as beneficially owned in the table, approximately
158,335 unallocated shares held are voted by the Trustee, Mellon Bank,
N.A., Pittsburgh, Pennsylvania, as directed by the Investment
Committee under the Savings and Stock Ownership Plan. An additional
316,048 Class B shares allocated to individual participants under the
Plan are voted by the Trustee as directed by the participant to whom
such shares are allocated. As of September 30, 1994, 15,958 of the
allocated Class B shares belong to officers and are included in the
share totals in the table on pages 5-6 for all directors and executive
officers as a group.
</FN>
</TABLE>
<PAGE>
Moog Family Agreement As to Voting
The Moog Family Agreement as to Voting is an agreement among
the following relatives of the late Jane B. Moog: her children,
Constance Moog Silliman, Nancy Moog Aubrecht, Douglas B. Moog and
Susan L. Moog; her adult grandchildren; her son-in-law, Richard
A. Aubrecht; her daughter-in-law, Jeanne M. Moog; and Albert K.
Hill, former counsel to the Company, whose shares are not covered
by the agreement.
The agreement relates to 190,904 Class A shares and 279,251
Class B shares, exclusive of currently exercisable options, owned
of record or beneficially by each of the other parties to the
agreement.
Each of the named parties granted an irrevocable proxy
covering that person's shares of stock subject to the agreement
to certain parties to the agreement who are required to take any
action and cause all shares subject to the agreement to be voted
as may be determined by the vote of any four of: Richard A.
Aubrecht, Constance Moog Silliman, Jeanne M. Moog, Douglas B.
Moog, Susan L. Moog and Albert K. Hill.
The agreement contains restrictions on the ability of any
party to remove all or any shares of stock from the provisions of
the agreement and further provides for each of the parties who
have the right to vote in certain instances to have successors
named by them. In addition, the transfer in any manner of any
shares of the Company is subject to the agreement.
The agreement, by its terms, continues in force until
December 31, 2015, unless certain specified contingencies occur
prior to that date.
ELECTION OF DIRECTORS
One of three classes of the Board of Directors of the
Company is elected annually to serve three year terms. Of the
two directors whose terms of office expire at the meeting, one is
a Class A director to be elected by the holders of the
outstanding Class A shares and one is a Class B director to be
elected by the holders of the outstanding Class B shares. Such
nominees will be elected to hold office until 1998 and the
election and qualification of their successors. The persons
named in the enclosed proxy will vote Class A shares for the
election of the Class A nominee named below, and Class B shares
for the election of the Class B nominee named below, unless the
proxy directs otherwise. In the event any of the nominees should
be unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the person or persons acting
under it. It is not expected that any of the nominees will be
unable to serve.
Nominees and Directors
Certain information regarding nominees for Class A and
Class B directors, as well as those directors whose terms of
office continue beyond the date of the 1995 Annual Meeting of
<PAGE>
Shareholders, including their beneficial ownership of equity
securities, is set forth below. Unless otherwise indicated, each
person held various positions with the Company for the past five
years and has sole voting and investment power with respect to
the securities beneficially owned. Beneficial ownership includes
securities which could be acquired pursuant to currently
exercisable options or options which become exercisable within 60
days of the date of this Proxy Statement.
All of the nominees have previously served as directors and
have been elected as directors at prior annual meetings of
shareholders.
<PAGE>
<TABLE>
<CAPTION> Series B
Preferred
Shares of Common Stock Stock<F1>
First
Principal Elected Percent Percent Percent
Age Occupation Director Class A of Class Class B of Class Shares of Class
Nominee for Class B Director
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Term expiring
in 1998
Arthur S.
Wolcott<F2>... 68 Chairman, Seneca
Foods Corporation 1977 26,085 * 17,684 1.1 -0- -0-
Nominee for Class A Director
Term expiring
in 1998
Robert R.
Banta......... 52 Executive Vice
President, Chief
Financial Officer,
Assistant Secretary,
Moog Inc. 1991 35,000 * 17,000 1.0 11,111 11.1
Class B Directors Continuing in Office
Term expiring
in 1997
Richard A.
Aubrecht<F3>.. 50 Chairman of the
Board, Moog Inc. 1980 41,413 * 23,978 1.4 17,222 17.2
John D.
Hendrick...... 56 President, Okuma
Machinery, Inc. 1994 -0- -0- -0- -0- -0- -0-
Term expiring
in 1996
Kenneth J.
McIlraith..... 67 Retired Banking
Executive 1976 10,700 * 8,804 * -0- -0-
<PAGE>
Joe C. Green.. 53 Executive Vice
President, Chief
Administrative
Officer, Moog Inc. 1986 40,500 * 19,734 1.2 11,111 11.1
Class A Directors Continuing in Office
Term expiring
in 1997
Peter P.
Poth<F4>...... 65 Retired Executive 1984 500 * 4,304 * -0- -0-
Term expiring
in 1996
Robert T.
Brady<F5>..... 54 President, Chief
Executive Officer,
Moog Inc. 1984 53,636 * 29,792 1.8 11,111 11.1
All directors
and officers
as a group
(seventeen
persons) 374,311<F6> 5.9 180,838<F6> 10.0 100,000 100.0
_______________
<FN>
* Does not exceed one percent of the class.
<F1> Each share of Series B Preferred Stock, which has one vote per share on matters as to which the
class is entitled to vote, is convertible into .086 Class A share. Under an agreement dated
October 15, 1988, the nine holders of the Series B Preferred Stock appointed as proxies Vice
Presidents Richard C. Sherrill and Robert H. Maskrey, who will vote all shares of such stock as
determined by a majority of such shares.
<F2> Does not include 50 Class A shares held by Mr. Wolcott's wife, or 99,900 Class A shares, 20,300
Class B shares and $289,000 in principal amount of the Company's 9.875% Convertible
Subordinated Debentures due January 15, 2006 held in a pension plan under which Mr. Wolcott is
one of three trustees as well as one of a number of beneficiaries. Also not included are
714,600 Class A shares and 55,900 Class B shares owned by Seneca Foods Corporation, of which
Mr. Wolcott is Chairman and a director and a major shareholder. Also excluded are 89,700 Class
A shares held by the Seneca Foods Foundation, of which Mr. Wolcott is Chairman and a director
(see "Certain Beneficial Owners").
<PAGE>
<F3> Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the beneficial owner of 29,569 Class A
shares and 39,658 Class B shares, which are not included.
<F4> Mr. Poth was Vice Chairman of Delaware North Companies, Incorporated from November 1991 until
he retired in December 1992, and was its President from February 1, 1989 to October 31, 1991.
From July 1983 to December 1987, he was Executive Vice President -- Administration, and from
December 1, 1987 to February 1, 1989, he was a business consultant for that company.
<F5> Not included are 200 Class A shares owned by the spouse of Robert T. Brady and 1,000 Class A
shares and 3,600 Class B shares owned by such spouse as custodian for their children.
<F6> Does not include shares held by spouses, or as custodian or trustee for minors, as to which
beneficial interest has been disclaimed, or shares held under the "Moog Family Agreement as to
Voting" described above. Includes 317,200 Class A shares and 131,912 Class B shares subject to
currently exercisable options. Officers and directors of the Company have entered into an
agreement among themselves and with the Company's Savings and Stock Ownership Plan (the
"SSOP"), the Employees' Retirement Plan and the Company, which provides that prior to selling
Class B shares obtained through exercise of a non-statutory option, the remaining officers and
directors, the SSOP, the Employees' Retirement Plan and the Company have an option to purchase
the shares being sold.
</FN>
</TABLE>
<PAGE>
During the fiscal year ended September 30, 1994 all
executive officers and directors of the Company timely filed with
the Securities and Exchange Commission all required reports
regarding their beneficial ownership of Company securities.
Other Directorships
Directors of the Company are presently serving on the
following boards of directors of other publicly traded companies:
Name of Director Company
Robert T. Brady.................. First Empire State
Corporation;
Seneca Foods Corporation;
Acme Electric Corporation;
Astronics Corporation
Arthur S. Wolcott................ Seneca Foods Corporation
Richard A. Aubrecht.............. R. P. Adams Company, Inc.
Board of Directors and Committee Meetings
From October 1, 1993 to September 30, 1994, the Board of
Directors held six meetings. Standing committees of the Board of
Directors and the number of meetings they each held were as
follows:
Number of
Committees Meetings Members
Audit...................... 2 Messrs. McIlraith,
Poth and Wolcott
Executive.................. 0 Messrs. Aubrecht,
Banta, Brady, Green
and Poth
Executive Compensation..... 1 Messrs. McIlraith,
Poth and Wolcott
Stock Option............... 0 Messrs. McIlraith,
Poth and Wolcott
Every member of the Board of Directors attended at least 85%
of meetings of the Board of Directors and of all committees on
which he served.
The Executive Committee, between meetings of the Board of
Directors and to the extent permitted by law, exercises all of
the powers and authority of the Board in the management of the
business of the Company. The Executive Compensation Committee
determines the compensation of corporate officers and oversees
the compensation of top management of the Company. The Stock
<PAGE>
Option Committee is responsible for the administration of the
stock option plans of the Company and recommends to the Board of
Directors proposed recipients of stock options. The Audit
Committee recommends the engaging and discharging of the
independent auditors, acts as liaison between the independent
auditors and the Board of Directors, and oversees the Company's
internal accounting controls. The Board of Directors does not
have a Nominating Committee.
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee (the "Compensation
Committee") determines the compensation of Corporate officers and
oversees the administration of executive compensation programs.
The Compensation Committee is composed solely of independent,
non-employee Directors of the Company. Messrs. McIlraith, Poth
and Wolcott served on the Compensation Committee for the past
fiscal year. The Compensation Committee is responsible for all
elements of executive compensation including base salary
management, profit sharing and other benefit programs for key
executives.
The goals of the Company's executive compensation program
are to:
1. Pay competitively to attract, retain and motivate
superior executives who must operate in a highly
competitive and technologically specialized
environment,
2. Relate total compensation for each executive to overall
Company performance as well as individual performance,
and
3. Align executives' performance and financial interests
with shareholder value.
It is the Company's policy to consider the deductibility of
executive compensation under applicable income tax rules, as one
of many factors used to make specific compensation determinations
consistent with the goals of the Company's executive compensation
program. Presently and for the foreseeable future, Section
162(m) of the Internal Revenue Code, relating to the non-
deductibility of individual annual executive compensation
payments in excess of $1 million, will not cause any compensation
to be paid by the Company to be nondeductible.
Salaries
Base salary ranges are developed after considering the
recommendations of professional compensation consultants who
conduct annual compensation surveys of similar companies. Base
salaries within these ranges are targeted to be above average and
competitive in relation to salaries paid for similar positions in
comparable companies. On an annual basis the Compensation
Committee reviews management recommendations for executives'
salaries utilizing the results of survey data for comparable
executive positions. Individual salary determinations within the
<PAGE>
established ranges are determined based on position
accountabilities, experience, sustained individual performance,
overall Company performance, and peer comparisons inside and
outside the Company, with each factor being weighed reasonably in
relation to the other factors. In light of continuing
restructuring efforts aimed at improving overall financial
performance, no salary increases were awarded in fiscal 1994.
Management Profit Sharing Plan
Under the Management Profit Sharing Plan, which is a part of
an overall employee profit sharing plan approved by the Board of
Directors, an individual executive's annual profit share is
determined by multiplying his base salary by the product of the
Company's net margin and a multiple which varies with the
executive's accountabilities. The Company uses net margin as the
performance parameter because it is the principal determinant of
Return on Investment and its measurement is clear. The annual
net margin is not affected by other complicating factors in the
Company's financial structure.
There is no management profit share paid unless the
Company's net margin is at least 2% for the fiscal year. This
plan is intended to motivate executives toward the achievement of
goals which are directly aligned with shareholder interests.
Officers of the Company participate in this plan with all other
key executives. No management profit share was paid to
executives in 1994 because net margins did not achieve the
minimum of 2%.
Stock Options
Stock option plans have been used in past years to relate
the long-term financial interests of executives with those of
shareholders.
The Company had an Incentive Stock Option Plan and a Non-
Statutory Stock Option Plan, both of which expired on
December 31, 1992. Options granted under these plans and shown
in the Fiscal Year-End Option/SAR Values Table on page 11 remain
outstanding. All stock options granted under these plans were
priced at the fair market value of the underlying stock as of the
date of grant. No new stock option plans have been proposed.
Other Compensation Plans
In order that the total aggregated compensation package
provided officers meets the Company's goals, officers are
provided certain additional benefit plans as discussed on pages
11-13. These plans are comparable to those provided to
executives in companies surveyed by the Company's professional
compensation consultants.
Compensation of the Chief Executive Officer
The Compensation Committee determines the Chief Executive
Officer's salary and other compensation elements based on
performance. The salary is established within a salary range
<PAGE>
recommended by an independent compensation consulting firm. The
Company has undergone major restructuring over the past few years
in response to significant cuts in defense spending. The
Company's overall 1993 financial performance improved
substantially over 1992, but 1994 performance was short of
objectives due to additional restructuring charges. In view of
these continuing challenges, the Compensation Committee did not
increase the Chief Executive Officer's salary or any other
officer salaries in 1994.
Mr. Brady's leadership continues to reshape the Company to
meet the challenges presented by changing markets and intense
worldwide competition. His efforts have resulted in improved
Company performance during fiscal 1994 and placed the Company in
a strong position for future business successes.
The Compensation Committee believes that its actions have
been an effective implementation of the Company's overall
compensation policies.
Kenneth J. McIlraith Peter P. Poth Arthur S. Wolcott
STOCK PRICE PERFORMANCE GRAPH
1989 -- 1994
The following graph compares the cumulative total
shareholder return on the Company's Class A Common Stock with
that of the AMEX Market Value Index, a major market index of the
American Stock Exchange, and the S&P Aerospace/Defense Index, an
industry index published by Standard and Poor's Corporation. The
comparison for each of the periods assumes that $100 was invested
on September 30, 1989 in each of the Company's Class A common
stock, the stocks included in the AMEX Market Value Index and the
stocks included in the S&P Aerospace/Defense Index. These
indices, which reflect formulas for dividend reinvestment and
weighting of individual stocks, do not necessarily reflect
returns that could be achieved by individual investors.
[PERFORMANCE GRAPH HERE]
<PAGE>
SUMMARY COMPENSATION TABLE
The following tabulation shows information concerning the
compensation for services in all capacities to the Company for
the fiscal years ended September 30, 1994, 1993 and 1992, of
those persons who were at September 30, 1994 the Company's five
most highly compensated executive officers (the "Named
Executives").
<TABLE>
<CAPTION> Annual Compensation
Securities All other
Name & Principal Salary Bonus Other Underlying
Compensation
Position Year ($) ($) ($) Options(#) ($)<F1>
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady...... 1994 338,782 0 8,535 0 3,321
President........... 1993 338,782 0 6,664 6,000 61,305
Chief Executive
Officer............. 1992 338,782 0 7,809 7,000 3,321
Joe C. Green......... 1994 236,897 0 3,797 0 7,185
Executive Vice
President........... 1993 236,897 0 3,797 5,500 7,185
Chief Administrative
Officer............. 1992 236,897 0 3,797 5,000 7,099
Robert H. Maskrey.... 1994 216,986 0 8,232 0 3,222
Vice President...... 1993 216,986 0 7,831 5,500 3,218
General Manager..... 1992 216,986 0 7,632 5,000 3,066
Robert R. Banta...... 1994 211,635 0 5,711 0 6,469
Executive Vice
President........... 1993 211,635 0 6,866 5,500 34,958
Chief Financial
Officer............. 1992 211,635 0 7,120 5,000 5,415
Richard A. Aubrecht.. 1994 209,299 0 4,966 0 3,438
Chairman of
the Board........... 1993 209,299 0 5,703 5,500 3,426
..................... 1992 209,299 0 4,059 5,000 3,211
_______________
<FN>
<F1> Amounts shown for 1994 include $0, $0, $823, $0 and $2,058
representing Company matching contributions to the Company's Savings
and Stock Ownership Plan, $0, $4,556, $0, $4,070 and $0 representing
payments in lieu of vacation, and $3,321, $2,629, $2,399, $2,399 and
$1,380 representing premiums on group life insurance, paid by the
Company on behalf of Messrs. Brady, Green, Maskrey, Banta and
Aubrecht, respectively.
</FN>
</TABLE>
<PAGE>
FISCAL YEAR-END OPTION/SAR VALUES<F1>
Shown below is information as to the number and value of
currently exercisable but as yet unexercised options and stock
appreciation rights ("SARs") granted during prior years under the
Company's Incentive Stock Option Plan and Non-Statutory Stock
Option Plan to the Named Executives. Both of these plans
terminated in accordance with their own provisions on
December 31, 1992.
<TABLE>
<CAPTION> Value of
Number of Securities Unexercised
Underlying In-The-Money
Unexercised Options/SARs
Options/SARs at at Fiscal
Fiscal Year-End Year-End
Class A Shares
Acquired On Realized Class Class Class Class
Name Exercise(#) ($) A B/SARs A B/SARs
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady.... 0 0 45,000 34,000 $22,125 0
Joe C. Green....... 0 0 40,500 34,000 18,813 0
Robert H. Maskrey.. 0 0 40,500 34,000 18,813 0
Robert R. Banta.... 5,500 $16,500 35,000 34,000 7,125 0
Richard A.
Aubrecht........... 0 0 40,500 34,000 18,813 0
_______________
<FN>
<F1> All Class A and Class B options and SARs are currently exercisable.
Class B options are exercisable in tandem with SARs.
</FN>
</TABLE>
<PAGE>
EMPLOYEES' RETIREMENT PLAN
Under the Company's Employees' Retirement Plan, benefits are
payable monthly upon retirement to participating employees of the
Company based upon compensation and years of service and subject
to limitations imposed by the Employee Retirement Income Security
Act of 1974 ("ERISA"). The Employees' Retirement Plan is
administered by a Retirement Plan Committee and covers all
employees with one year of service and a minimum of 1,000 hours
of employment.
Benefits payable under the Plan are determined on the basis
of compensation and credited years of service. It is a career
average type plan. Base annual rate of pay for prior service
compensation is determined as of January 1, 1984, but in no event
may this amount exceed the average rate based upon the five
highest January 1 pay rates preceding the plan year of date of
determination. Effective October 1, 1989, future service
compensation is the basic annual rate of pay for the preceding
plan year plus overtime and shift differential compensation.
The prior service pension is 3/4% of the first $9,000 of
prior service compensation, plus 1-3/4% of the excess, multiplied
by prior service but not less than the accrued benefit as of
September 30, 1984, determined under the prior plan. The future
service pension for each year of credited service after
September 30, 1984, and before October 1, 1986, is 3/4% of the
first $9,000 of future service compensation for such year plus
1-3/4% of the excess. The future service pension for each year
of credited service after September 30, 1986, and prior to
October 1, 1989, is 3/4% of the first $12,000 of future service
compensation for such year, plus 1-3/4% of the excess.
Effective October 1, 1989, the future service pension for
each year of credited service is 1.15% of the first $20,000 of
future service compensation for such year, plus 1-3/4% of the
excess. Any participant with five years or more of service
receives a minimum pension of $2,400 per year, reduced pro rata
for credited service of less than 15 years.
SUPPLEMENTAL RETIREMENT PLAN
The Company also has a Supplemental Retirement Plan
applicable to all officers of the Company with at least 10 years
continuous service retirement at age 65 or older.
The Supplemental Retirement Plan provides benefits for an
officer at age 65 with 25 years of service equal to 60% of the
average of the highest consecutive three year base salary of such
officer prior to retirement, less any benefits payable under the
Employees' Retirement Plan, and also less the primary Social
Security benefit of such officer at age 65. An officer 60 or
more years of age, whose combined chronological age and years of
service equal or exceed 90, may elect early retirement and
receive reduced benefits. A reduced benefit is available for
officers 65 years of age with between 10 and 25 years of service.
<PAGE>
Benefits are payable in the same form and manner as benefits
under the Employees' Retirement Plan, but are payable solely from
the general assets of the Company and not from the trust fund
maintained under the Employees' Retirement Plan, or any other
particular fund. A participant's benefits are vested in the
event of an involuntary termination of employment other than for
active wrongdoing or other grievous cause. For purposes of the
Supplemental Retirement Plan, a change in duties,
responsibilities, status, pay or perquisites which follows a
change in ownership or control of the Company is deemed an
involuntary termination.
The projected annual benefits, assuming level continuation
of earnings, payable at normal retirement age for each of the
Named Executives under the Employees' Retirement Plan and the
Supplemental Retirement Plan are:
Projected Annual Benefit
Payable at Normal
Name Retirement Age
Robert T. Brady............................. $187,825
Joe C. Green................................ 126,754
Robert H. Maskrey........................... 114,796
Robert R. Banta............................. 111,681
Richard A. Aubrecht......................... 110,213
EMPLOYMENT TERMINATION BENEFITS AGREEMENTS
Certain executive officers of the Company, including those
named in the Summary Compensation Table, have entered into
Employment Termination Benefits Agreements with the Company.
The Employment Termination Benefits Agreements provide that
upon death, disability or retirement, the executive will receive
those benefits provided to him by the Company under all its
benefit plans. Where employment is terminated for cause, the
executive is entitled to the cash equivalent of any accrued
extended vacation, but is not entitled to participate in any
profit sharing award or incentive compensation payable after the
date of termination. In such circumstances, the right to
exercise any stock options is also terminated. Upon a voluntary
termination, the executive receives employment benefits up to the
date of termination, as well as the cash value of any extended
vacation benefits. In the event of a voluntary termination, the
executive is not entitled to receive any profit sharing award
payable after termination.
Upon an involuntary termination, the executive is
immediately vested under the Employees' Retirement Plan and
Supplemental Retirement Plan and is entitled to receive for one
year, certain perquisites and insurance benefits. The executive
also receives amounts otherwise payable under the Management
Profit Sharing Plan. Stock options may be exercised, or if not
then exercisable, the executive is entitled to cash in an amount
<PAGE>
equal to the difference between the then current market value of
the Company common stock underlying the option and the option's
exercise price. The executive is entitled to accrued extended
vacation benefits, as well as to the continuation of base
compensation for between 12 and 36 months, based on years of
service. Where involuntary termination occurs by reason of a
change in control of the Company, the executive receives the
benefits otherwise provided for an involuntary termination, with
accelerated vesting of compensation continuation.
During the term of the Employment Termination Benefits
Agreements, and in the event of involuntary termination upon a
change of control, until the last payment to the executive is
made under the Employment Termination Benefits Agreements, the
executive may not compete with the Company.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On October 25, 1994, the Company renewed an officers and
directors indemnification insurance policy written by The Chubb
Group. The renewal was for a one-year period at an annual
premium of $93,285. The policy provides indemnification benefits
and the payment of expenses in actions instituted against any
director or officer of the Company for claimed liability arising
out of their conduct in such capacities. No payments or claims
of indemnification or expenses have been made under any such
insurance policies purchased by the Company at any time.
COMPENSATION OF DIRECTORS
Non-management directors are paid $1,250 per month and
reimbursed for expenses incurred in attending Board and committee
meetings. They received aggregate cash remuneration of $80,250
for the fiscal year ended September 30, 1994, including all fees
paid to Warren B. Cutting, Director Emeritus.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. McIlraith, Poth and Wolcott served on the
Compensation Committee for the past fiscal year. Mr. Wolcott is
also Chairman of the Board and a major shareholder of Seneca
Foods Corporation ("Seneca"). Mr. Brady, the Company's President
and Chief Executive Officer, is a director of Seneca.
TRANSACTIONS WITH MOOG CONTROLS INC.
During fiscal year 1994, the Company sold to Moog Controls
Inc. ("MCI") products and services in the amount of $2,461,446
and purchased from MCI products and services in the amount of
$2,820,482. MCI is wholly-owned by the father-in-law of
Richard A. Aubrecht, Chairman of the Board of the Company.
INDEPENDENT AUDITORS
The Board of Directors, on recommendation of the Audit
Committee, has selected KPMG Peat Marwick, independent certified
public accountants, to continue as independent auditors of the
Company for fiscal year 1995. Representatives of KPMG Peat
<PAGE>
Marwick are expected to attend the shareholders meeting, will be
available to respond to appropriate questions and will be given
the opportunity to make a statement if they so desire.
The Board of Directors recommends a vote "FOR" ratification
of KPMG Peat Marwick as auditors for fiscal year 1995.
PROPOSALS OF SHAREHOLDERS FOR 1996 ANNUAL MEETING
Proposals of shareholders intended to be presented to the
1995 Annual Meeting of Shareholders must be received by the
Secretary of the Company prior to September 1, 1995, for
inclusion in the Proxy Statement for that meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of
Directors does not intend to present, and has not been informed
that any other person intends to present, any matter for action
at this meeting other than those specifically referred to in this
Proxy Statement. If other matters properly come before the
meeting, it is intended that the holders of the proxies will act
in respect thereto in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by
the Company. The Company may request brokerage houses, nominees,
custodians and fiduciaries to forward soliciting material to the
beneficial owners of stock held of record, and will reimburse
such persons for any reasonable expense in forwarding the
material. In addition, officers, directors and employees of the
Company may solicit proxies personally or by telephone and will
not receive any additional compensation.
Copies of the 1994 Annual Report of the Company are being
mailed to shareholders, together with this Proxy Statement, proxy
card and Notice of Annual Meeting of Shareholders. Additional
copies may be obtained from the Treasurer of the Company, East
Aurora, New York 14052.
By Order of the Board of Directors
John B. Drenning, Secretary
Dated: East Aurora, New York
January 10, 1995
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 8, 1995 AT 9:15 A.M.
ALBRIGHT-KNOX ART GALLERY, 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 8, 1995, 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>
No. 1 THE BOARD OF DIRECTORS RECOMMENDS THAT
Election of Director YOU VOTE FOR: CLASS B DIRECTOR -
TERM EXPIRING IN 1998
Withhold Arthur S. Wolcott
authority
FOR the for the
nominee nominee
/ / / /
THE BOARD OF DIRECTORS RECOM-
MENDS THAT YOU VOTE FOR:
No. 2 No. 3
Ratification of KPMG Peat In their discretion, the proxies are
Marwick as auditors for authorized to vote upon any other matters of
fiscal year 1995 business which may properly come before the
meeting, or any adjournment(s) thereof.
FOR AGAINST ABSTAIN
/ / / / / / Dated:_____________________________1995
(Month) (Day)
_______________________________________
_______________________________________
(Signature of Shareholders)
THIS PROXY IS SOLICITED BY Please date and sign your name as the same
THE BOARD OF DIRECTORS. appears on this Proxy. Joint owners should
PLEASE RETURN IT PROMPTLY IN each sign. If the signer is a corporation,
THE ENCLOSED ENVELOPE, WHICH please sign full name by duly authorized
REQUIRES NO POSTAGE IF officer. Executors, administrators, trust-
MAILED IN THE U.S.A. ees, etc. should give full title as such.
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 8, 1995 AT 9:15 A.M.
ALBRIGHT-KNOX ART GALLERY, 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 8, 1995, 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>
No. 1 THE BOARD OF DIRECTORS RECOMMENDS THAT
Election of Director YOU VOTE FOR: CLASS A DIRECTOR -
TERM EXPIRING IN 1998
Withhold Robert R. Banta
authority
FOR the for the
nominee nominee
/ / / /
THE BOARD OF DIRECTORS RECOM-
MENDS THAT YOU VOTE FOR:
No. 2 No. 3
Ratification of KPMG Peat In their discretion, the proxies are
Marwick as auditors for authorized to vote upon any other matters of
fiscal year 1995 business which may properly come before the
meeting, or any adjournment(s) thereof.
FOR AGAINST ABSTAIN
/ / / / / / Dated:_____________________________1995
(Month) (Day)
_______________________________________
_______________________________________
(Signature of Shareholders)
THIS PROXY IS SOLICITED BY Please date and sign your name as the same
THE BOARD OF DIRECTORS. appears on this Proxy. Joint owners should
PLEASE RETURN IT PROMPTLY IN each sign. If the signer is a corporation,
THE ENCLOSED ENVELOPE, WHICH please sign full name by duly authorized
REQUIRES NO POSTAGE IF officer. Executors, administrators, trust-
MAILED IN THE U.S.A. ees, etc. should give full title as such.
<PAGE>
