SCHEDULE 14 A 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 [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-2.
MOOG INC.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-12.
(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 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________
(5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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>
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 12, 1997, at 9:15 a.m., for the
following purposes:
1. To elect three directors of the Company, one of whom
will be a Class A director, elected by the holders of
Class A shares, and two of whom will be Class B
directors, elected by the holders of Class B shares, to
serve three year terms expiring in 2000, 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 1997 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 26, 1996 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, 1997
<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 12, 1997
This Proxy Statement is furnished to shareholders of record
on December 26, 1996 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 12,
1997, 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, 1997.
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
1997.
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 26, 1996, as the record date for determining the holders
of common stock entitled to notice of and to vote at the meeting.
On December 26, 1996, the Company had outstanding and entitled to
vote, a total of 5,403,645 shares of Class A common stock
("Class A shares") and 1,586,275 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 a 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
<PAGE>
before the meeting. The Class A director and the Class B
directors will be elected by a plurality of the votes cast by the
respective class. The other matter submitted to the meeting may
be adopted by a majority of the votes cast, a quorum of 2,701,823
Class A shares and 793,138 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 1996 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 Stock(1) Common Stock(1)(2)
Amount and Amount and
nature of nature of
beneficial Percent beneficial Percent
ownership of Class ownership of Class
<S> <C> <C> <C> <C>
Moog Inc. Savings and Stock 117,316 2.1 499,431 31.7
Ownership Plan Trust(3)
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement
Plan Trust(4) 304,155 5.6 296,603 18.8
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement as to 172,093 3.2 271,218 17.2
Voting(5)
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
U.S. Bancorp 631,500 11.7 -0- -0-
111 S.W. Fifth Street
Portland, OR 97208
Gabelli Funds, Inc. et. al 538,800 10.0 -0- -0-
One Corporate Center
San Francisco, CA 9411
<PAGE>
David L. Babson & Co., Inc 464,900 8.6 -0- -0-
One Memorial Drive
Cambridge, MA 02142
</TABLE>
(1) See the table on pages 5 and 6 containing information
concerning the shareholdings of directors and officers of
the Company.
(2) Cass B shares are convertible into Class A shares on a
share-for-share basis.
(3) Of the shares shown as beneficially owned in the table,
approximately 32,292 unallocated shares held are voted by
the Trustee, Marine Midland Bank, Buffalo, New York, as
directed by the Investment Committee under the Savings and
Stock Ownership Plan. An additional 467,139 Class B shares
and 117,316 Class A shares allocated to individual
participants under the Plan are voted by the Trustee as
directed by the participant to whom such shares are
allocated. Any allocated shares as to which voting
instructions are not received are voted by the Trustee as
directed by the Investment Committee. As of September 30,
1996, 17,744 of the allocated Class B shares and 2,140 of
the allocated Class A shares belong to officers and are
included in the share totals in the table on pages 5 and 6
for all directors and executive officers as a group.
(4) Shares held are voted by the Trustee, Manufacturers and
Traders Trust Company, Buffalo, New York, as directed by the
Moog Inc. Retirement Plan Committee.
(5) 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.
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 172,093 Class A shares and 271,218
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.
<PAGE>
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
three 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 two are Class B directors to be
elected by the holders of the outstanding Class B shares. Such
nominees will be elected to hold office until 2000 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 nominees 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 1997 Annual Meeting of
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.
<PAGE>
<TABLE>
All of the nominees have previously served as directors and have been elected as directors at prior
annual meetings of shareholders.
<CAPTION>
Series B
Preferred
Shares of Common Stock Stock(1)
First Percent Percent Percent
Principal Elected of of of
Age Occupation Director Class A Class Class B Class Shares Class
Nominees for Class B Director
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Term expiring
in 2000
Richard A.
Aubrecht(2) 52 Vice Chairman 1980 42,256 * 24,710 1.6 17,222 18.2
of the Board,
Vice President,
Moog Inc.
John D.
Hendrick 58 President, 1994 -0- -0- 1,000 * -0- -0-
Okuma
Machinery, Inc.
Nominee for Class A Director
Term expiring
in 2000
Peter P.
Poth(3) 67 Retired 1984 -0- * 3,804 * -0- -0-
Class B Directors Continuing in Office
Term expiring
in 1999
Kenneth J.
McIlraith 69 Retired 1976 6,000 * 8,304 * -0- -0-
Banking
Executive
<PAGE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Joe C. Green 55 Executive 1986 40,828 * 19,947 1.3 11,111 11.7
Vice
President,
Chief Admin-
istrative
Officer,
Moog Inc.
Term expiring
in 1998
Arthur S.
Wolcott(4) 70 Chairman, 1977 26,085 * 17,184 1.1 -0- -0-
Seneca Foods
Corporation
Class A Directors Continuing in Office
Term expiring
in 1999
Robert T.
Brady(5) 55 Chairman of 1984 53,636 * 29,792 1.8 11,111 11.7
the Board,
President,
Chief Executive
Officer,
Moog Inc.
Term expiring
in 1998
Robert R.
Banta 54 Executive Vice 1991 12,900 * 17,000 1.1 11,111 11.7
President,
Chief
Financial
Officer,
Assistant
Secretary,
Moog Inc.
All directors 335,564(6) 5.9 182,123(6) 10.7 94,883 100.0
and officers
as a group
(sixteen
persons)
* Does not exceed one percent of the class.
<PAGE>
(1) 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, as amended, the eight
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.
(2) 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.
(3) 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.
(4) Does not include 50 Class A shares held by Mr. Wolcott's
wife, or 99,900 Class A shares and 20,300 Class B shares
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 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").
(5) Not included are 200 Class A shares owned by Mr. Brady's
wife and 1,000 Class A shares and 3,600 Class B shares owned
by Mr. Brady's wife as custodian for their children.
(6) 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 268,900 Class A
shares and 121,912 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.
Section 16(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended September 30, 1996 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.
<PAGE>
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; National
Fuel Gas Company
Arthur S. Wolcott Seneca Foods Corporation
Richard A. Aubrecht R. P. Adams Company, Inc.
Board of Directors and Committee Meetings
From October 1, 1995 to September 30, 1996, 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 3 Messrs. Hendrick, McIlraith,
Poth and Wolcott
Executive 0 Messrs. Aubrecht, Banta,
Brady, Green and Poth
Executive Compensation 1 Messrs. Hendrick, McIlraith,
Poth and Wolcott
Stock Option 0 Messrs. Hendrick, McIlraith,
Poth and Wolcott
Every member of the Board of Directors attended at least 75%
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
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.
The Board of Directors recommends a vote "For" the nominees
for Class B Director and the nominee for Class A Director.
<PAGE>
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,
Hendrick 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
nondeductibility 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
established ranges are made 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 other
factors.
<PAGE>
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 the 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. There have been fiscal years when management has
temporarily suspended the entire profit share plan or paid only a
portion of the plan. Fifty percent (50%) of the normal
management profit share was paid to executives for Fiscal 1996.
Such profit share was payable to executive officers on January 2,
1997, the date the Compensation Committee established for
payment, provided the executive was employed by the Company on
that date.
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 12 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 the grant.
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 12 thru 14. 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
recommended by an independent compensation consulting firm.
<PAGE>
The Company has adjusted and closely managed its business
plans over the past several years in response to changing demands
in a more competitive global marketplace. While restructuring
existing operations the Company has completed several strategic
acquisitions which strengthened its market position. The
management actions have resulted in continuing improvement of
overall financial performance. The fiscal 1996 results again
improved significantly over the prior year. In view of the
Company's strong performance the Compensation Committee granted
salary increases to the Chief Executive Officer and other
officers in 1996.
Mr. Brady was elected Chairman of the Board in
February 1996, and continues as Chief Executive Officer. His
dedicated leadership continues to be a vital guiding force for
the Company in meeting the challenges of today's diverse global
business environment. His efforts not only have resulted in
improved Company performance during fiscal 1996, but also have
positioned the Company for continued success in the future.
The Compensation Committee believes that its actions have
been an effective implementation of the Company's overall
compensation policies.
John D. Hendrick Kenneth J. McIlraith
Peter P. Poth Arthur S. Wolcott
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
1991--1996
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 $100 was invested
on September 30, 1991 in each of the Company's Class A Common
Stock, the stocks included in the AMEX Market Value Index and the
stocks included in the S&P Aerospace/Defense Index. These
indices, which reflect formulas for dividend reinvestment and
weighting of individual stocks, do not necessarily reflect
returns that could be achieved by individual investors.
Cumulative Total Return
9/91 9/92 9/93 9/94 9/95 9/96
Moog Inc. 100 63 109 111 200 321
Amex Market Value 100 101 123 122 145 153
S&P Aerospace/Defense 100 98 133 148 229 313
<PAGE>
SUMMARY COMPENSATION TABLE
The following tabulation shows information concerning the
compensation for services in all capacities to the Company for
the fiscal years ended September 30, 1996, 1995 and 1994, of
those persons who were at September 30, 1996 the Company's five
most highly compensated executive officers (the "Named
Executives").
</TABLE>
<TABLE>
<CAPTION>
Securities
Annual Compensation Underlying All Other
Name and Principal Salary Bonus Other Options Compensation
Position Year ($) ($)(1) ($) (#) ($)(2)
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady 1996 362,473 33,601 10,234 0 5,188
Chairman of the
Board, President 1995 347,675 0 10,072 0 3,321
Chief Executive
Officer 1994 338,782 0 8,535 0 3,321
Joe C. Green 1996 257,769 23,950 3,208 0 44,105
Executive Vice
President 1995 244,892 0 3,263 0 7,185
Chief Administrative
Officer 1994 236,897 0 3,797 0 7,185
Robert H. Maskrey 1996 236,646 21,937 9,719 0 3,458
Vice President 1995 225,936 0 7,224 0 3,281
General Manager 1994 216,986 0 8,232 0 3,222
Robert R. Banta 1996 232,485 21,600 6,156 0 2,514
Executive Vice
President 1995 220,365 0 5,375 0 6,693
Chief Financial
Officer 1994 211,635 0 5,711 0 6,469
Richard A. Aubrecht 1996 223,123 20,659 2,942 0 4,758
Vice Chairman of
the Board 1995 214,793 0 4,386 0 4,490
Vice President 1994 209,299 0 4,966 0 3,438
</TABLE>
(1) Such bonuses were payable on January 2, 1997, the date the
Compensation Committee established for payment, provided the
executive was employed by the Company on that date.
(2) Amounts shown for 1996 include $0, $1,180, $944, $0 and
$2,359 representing Company matching contributions to the
Company's Savings and Stock Ownership Plan, $0, $40,181, $0,
$0 and $0 representing payments in lieu of vacation, and
$5,189, $2,745, $2,515, $2,515 and $2,400 representing
premiums on group life insurance, paid by the Company on
behalf of Messrs. Brady, Green, Maskrey, Banta and Aubrecht,
respectively.
<PAGE>
FISCAL YEAR-END OPTION/SAR VALUES(1)
Shown below is information as to the number and value of
currently exercisable but as yet unexercised options and stock
appreciation rights ("SARs") granted during prior years under the
Company's Incentive Stock Option Plan and NonStatutory Stock
Option Plan to the Named Executives. Both of these plans
terminated in accordance with their own provisions on
December 31, 1992.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options and Options and
Class A SARs at Fiscal SARs at Fiscal
Shares Year-End Year-End
Acquired on Class Class
Name Exercise(#) Realized($) Class A B & SARs Class A B & SARs
Robert T.
Brady 0 0 45,000 34,000 $648,625 $289,000
Joe C. Green 0 0 40,500 34,000 578,938 289,000
Robert H.
Maskrey 0 0 40,500 34,000 578,938 289,000
Robert R.
Banta 26,900 $309,025 2,100 34,000 25,200 289,000
Richard A.
Aubrecht 0 0 40,500 34,000 578,938 289,000
(1) All Class A and Class B options and SARs are currently
exercisable. Class B options are exercisable in tandem with
SARs.
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,
limited to $200,000 (as indexed) through September 30, 1994, and
$150,000 (as indexed) thereafter.
<PAGE>
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 eligible officers of the Company with at least
10 years of continuous service upon retirement at age 65 or
older.
The Supplemental Retirement Plan provides benefits for an
eligible 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.
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 $204,275
Joe C. Green 141,273
Robert H. Maskrey 128,005
Robert R. Banta 125,961
Richard A. Aubrecht 119,681
<PAGE>
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 and stock options may be exercised. 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
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, 1996 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 $89,977. 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.
<PAGE>
COMPENSATION OF DIRECTORS
Non-management directors are paid $1,667 per month and
reimbursed for expenses incurred in attending Board and committee
meetings. They received aggregate remuneration of $87,336 for
the fiscal year ended September 30, 1996, including all fees paid
to Warren B. Cutting, Director Emeritus.
TRANSACTIONS WITH MOOG CONTROLS INC.
The Company created Moog Controls Inc. ("MCI") in 1988 and
transferred to it the Company's U.S. Industrial Hydraulics
Division. Simultaneously, the Company transferred MCI to William
C. Moog, the Company's founder, in exchange for Mr. Moog's
holdings of the Company's common stock. Since then, except as
noted below, the two companies have operated independently of
each other.
In September 1994, Mr. Moog entered into a partnership
arrangement with International Motion Controls Inc. ("IMC"), a
Delaware corporation, pursuant to which IMC effectively acquired
control of the business of MCI, with Mr. Moog retaining a limited
partnership interest. As part of the transaction, IMC acquired
the option to acquire Mr. Moog's remaining ownership interest in
MCI for a fixed consideration.
In the years since 1988, the Company and MCI have purchased
products and services from each other. During fiscal 1996, the
Company sold to MCI products and services in the amount of
$1,692,574 and purchased from MCI products and services in the
amount of $759,650.
In October 1996, the Company concluded negotiations with IMC
relative to the acquisition of the assets of MCI. Prior to the
closing, IMC acquired Mr. Moog's remaining ownership interest in
MCI. IMC thereupon conveyed the MCI assets to the Company for a
consideration of $48.6 million.
Mr. Aubrecht, an officer and director of the Company, is the
son-in-law of William C. Moog. Since 1992, as a consequence of
the divorce of Mr. and Mrs. Moog, neither Mr. Aubrecht nor his
immediate family has had any interest, direct and indirect, in
the business affairs of Mr. Moog.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hendrick, 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 Chairman,
President and Chief Executive Officer, is a director of Seneca.
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 1997. Representatives of KPMG Peat
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 1997.
PROPOSALS OF SHAREHOLDERS FOR 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented to the
1998 Annual Meeting of Shareholders must be received by the
Secretary of the Company prior to September 1, 1997, 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
with 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 1996 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, 1997
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 12, 1997 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 12, 1997, 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 nominees listed in Item 1 and FOR Item 2.
1. Election of Director
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2000
Peter P. Poth
FOR [ ] WITHHOLD AUTHORITY [ ]
the nominee for the nominee
2. The Board of Directors recommends that you vote FOR:
Ratification of KPMG Peat Marwick as auditors for fiscal
year 1997
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or any adjournment(s) thereof.
Dated: ___________________________, 1997
(Month)(Day)
_________________________________
_________________________________
(Signature of Participant(s))
<PAGE>
These confidential voting instructions will be seen by authorized
personnel of the Trustee and Transfer Agent. Please sign, date
and return your voting card by 2/7/97 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 12, 1997 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 12, 1997, 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 nominees listed in Item 1 and FOR Item 2.
1. Election of Director
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2000
Richard A. Aubrecht
John D. Hendrick
FOR [ ] WITHHOLD AUTHORITY [ ]
the nominees for the nominees
To withhold authority for any individual nominee, write his name
in the space provided:
_________________________________________________________________
2. The Board of Directors recommends that you vote FOR:
Ratification of KPMG Peat Marwick as auditors for fiscal
year 1997
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or any adjournment(s) thereof.
Dated: ___________________________, 1997
(Month)(Day)
_________________________________
_________________________________
(Signature of Participant(s))
These confidential voting instructions will be seen by authorized
personnel of the Trustee and Transfer Agent. Please sign, date
and return your voting card by 2/7/97 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 12, 1997 AT 9:15 A.M.
ALBRIGHT-KNOX ART GALLERY, 1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs Marine Midland Bank, Trustee of
the MOOG INC. Savings & Stock Ownership Plan, to vote all shares
of Class A common stock of MOOG INC. held for the benefit of the
undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 12, 1997, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated on the reverse side of this card, all in accordance with
and as more fully described in the accompanying Proxy Statement.
The Class A shares represented by this proxy will be voted as
directed on the reverse side of this card, or if no direction is
given, they will be voted by the Trustee as directed by the
Investment Committee of the Plan. Your vote will be kept
confidential.
1. Election of Director
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2000
Peter P. Poth
FOR [ ] WITHHOLD AUTHORITY [ ]
the nominee for the nominee
2. The Board of Directors recommends that you vote FOR:
Ratification of KPMG Peat Marwick as auditors for fiscal
year 1997
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or any adjournment(s) thereof.
Dated: ___________________________, 1997
(Month)(Day)
_________________________________
_________________________________
(Signature of Participant(s))
These confidential voting instructions will be seen by authorized
personnel of the Trustee and Transfer Agent. Please sign, date
and return your voting card by 2/7/97 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 12, 1997 AT 9:15 A.M.
ALBRIGHT-KNOX ART GALLERY, 1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs Marine Midland Bank, Trustee of
the MOOG INC. Savings & Stock Ownership Plan, to vote all shares
of Class B common stock of MOOG INC. held for the benefit of the
undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 12, 1997, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated on the reverse side of this card, all in accordance with
and as more fully described in the accompanying Proxy Statement.
The Class B shares represented by this proxy will be voted as
directed on the reverse side of this card, or if no direction is
given, they will be voted by the Trustee as directed by the
Investment Committee of the Plan. Your vote will be kept
confidential.
1. Election of Director
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2000
Richard A. Aubrecht
John D. Hendrick
FOR [ ] WITHHOLD AUTHORITY [ ]
the nominees for the nominees
To withhold authority for any individual nominee, write his name
in the space provided:
_________________________________________________________________
2. The Board of Directors recommends that you vote FOR:
Ratification of KPMG Peat Marwick as auditors for fiscal
year 1997
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon
any other matters of business which may properly come before
the meeting, or any adjournment(s) thereof.
Dated: ___________________________, 1997
(Month)(Day)
_________________________________
_________________________________
(Signature of Participant(s))
<PAGE>
These confidential voting instructions will be seen by authorized
personnel of the Trustee and Transfer Agent. Please sign, date
and return your voting card by 2/7/97 in the enclosed envelope
which requires no postage.
<PAGE>
