SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Transition period from _________ to _________
Commission file number _________
MOOG INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0757636
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
East Aurora, New York 14052-0018
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number, Including Area Code:
(716)652-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Class A Common Stock, $1.00 Par Value American Stock Exchange
Class B Common Stock, $1.00 Par Value American Stock Exchange
10% Series B Senior Subordinated
Notes due 2006
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ________
<PAGE>
The aggregate market value of the Common Stock outstanding and held by non-
affiliates (as defined in Rule 405 under the Securities Act of 1933) of the
registrant, based upon the closing sale price of the Common Stock on the
American Stock Exchange on December 6, 1996 was approximately
$119.6 million.
The number of shares of Common Stock outstanding as of the close of
business on the latest practicable date, December 6, 1996 was:
Class A 5,403,445 Class B 1,586,267.
The Documents listed below have been incorporated by reference into this
Annual Report on Form 10-K:
(1) Specific sections of the Annual Report to Shareholders for the
fiscal year ended September 30, 1996 (the "1996 Annual Report")
(2) Specific sections of the Proxy Statement to Shareholders dated
January 10, 1997 (the "1997 Proxy")
<PAGE>
PART IV
Item 14 - Exhibits, Financial
Statement Schedules and
Reports on Form 8-K
3. EXHIBITS
Exhibit No.
23 Consent of Accountants
99 Information, Financial Statements and
Exhibits required by Form 11-K for the
Moog Inc. Savings and Stock Ownership Plan
<PAGE>
SIGNATURE PAGE
The undersigned registrant hereby amends the following
items, financial statements and exhibits of its Annual Report for
its fiscal year ended September 30, 1996 on Form 10-K as set
forth in the pages attached hereto:
To file as Exhibit 99 the
Information, Financial Statements
and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock
Ownership Plan.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunder duly
authorized.
MOOG INC.
By /s/ William P. Burke
William P. Burke,
Treasurer
Dated: March 26, 1997
<PAGE>
MOOG INC.
Index to Exhibits
Exhibit No. Description Page Number
23 Consent of Accountants 7
99 Information, Financial Statements 9
and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock
Ownership Plan
<PAGE>
Exhibit 23
Consent of Accountants
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Moog Inc.:
We consent to the incorporation by reference in the Registration
Statements (No. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721
and 33-57131) on Form S-8 of Moog Inc. of our report dated
February 26, 1997, relating to the statements of net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1996 and 1995, and the related
statements of changes in net assets available for benefits for
the years then ended which report appears in Amendment No. 1 to
the Form 10-K of Moog Inc. for the year ended September 30, 1996.
KPMG Peat Marwick LLP
Buffalo, New York
March 28, 1997
<PAGE>
Exhibit 99
Moog Inc. Savings and Stock Ownership Plan
Financial Statements and Schedules
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Index
Independent Auditors' Report 11
Statement of Net Assets Available for Benefits with 12-13
Fund Information as of September 30, 1996
Statement of Net Assets Available for Benefits with 14-15
Fund Information as of September 30, 1995
Statement of Changes in Net Assets Available for 15-16
Benefits with Fund Information for the year
ended September 30, 1996
Statement of Changes in Net Assets Available for 17-18
Benefits with Fund Information for the year
ended September 30, 1995
Notes to Financial Statements 19-23
Schedule
Item 27a - Schedule of Assets Held for
Investment Purposes - September 30, 1996 1
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1996 2
* * * * *
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Financial Statements
September 30, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the accompanying statements of net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1996 and 1995, and the related
statements of changes in net assets available for benefits for
the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1996 and 1995, and the changes in net
assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The fund
information in the statements of net assets available for
benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis
rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The
fund information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Buffalo, New York
February 26, 1997
<PAGE>
<TABLE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1996
<CAPTION>
Savings Component Stock Ownership Component
--------------------------------------------------------------- -------------------------
Allied
Fixed Money Common Signal
interest market stock Balanced stock Loan
Assets fund fund fund fund fund fund Allocated Unallocated Total
- ------ -------- ------ ------ -------- ------- ---- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Note 3)
At fair value
Money market fund $ - 3,615,167 - - - - - - 3,615,167
Vanguard Windsor fund
(cost of $20,594,140) - - 24,237,072 - - - - - 24,237,072
Fidelity Puritan fund
(cost of $6,142,429) - - - 6,276,365 - - - - 6,276,365
AlliedSignal, Inc.
common stock (cost
of $9,427,766) - - - - 15,302,301 - - - 15,302,301
Employee loans receivable - - - - - 342,575 - - 342,575
Moog Inc. Class A common
stock (cost of
$1,650,058) - - - - - - 2,560,972 - 2,560,972
Moog Inc. Class B common
stock (cost of
$6,454,158) - - - - - - 10,302,761 1,249,951 11,552,712
Guaranteed investment
contracts (at contract
value) 16,648,481 - - - - - - - 16,648,481
---------- --------- ---------- --------- ---------- ------- ---------- --------- ----------
Total investments 16,648,481 3,615,167 24,237,072 6,276,365 15,302,301 342,575 12,863,733 1,249,951 80,535,645
<PAGE>
Accrued investment income 14 15,482 24 19 382 - 95 - 16,016
Cash - - - - - - 15,799 44 15,843
---------- --------- ---------- --------- ---------- ------- ---------- --------- ----------
Total assets 16,648,495 3,630,649 24,237,096 6,276,384 15,302,683 342,575 12,879,627 1,249,995 80,567,504
Liabilities-note
payable (note 4) - - - - - - - 947,314 947,314
---------- --------- ---------- --------- ---------- -------- ---------- --------- ----------
Net assets
available for
benefits $16,648,495 3,630,649 24,237,096 6,276,384 15,302,683 342,575 12,879,627 302,681 79,620,190
=========== ========= ========== ========= ========== ======= ========== ========= ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1995
<CAPTION>
Savings Component Stock Ownership Component
--------------------------------------------------------------- -------------------------
Fixed Money Common AlliedSignal
interest market stock Balanced stock Loan
Assets fund fund fund fund fund fund Allocated Unallocated Total
- ------ -------- ------ ------ -------- ------- ---- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments (Note 3):
At fair value
Money market fund $ - 3,667,702 - - - - - - 3,667,702
Vanguard Windsor fund
(cost of $15,778,090) - - 19,018,933 - - - - - 19,018,933
Fidelity Puritan fund
(cost of $4,761,670) - - - 5,023,234 - - - - 5,023,234
AlliedSignal, Inc.
common stock (cost
of $10,918,736) - - - - 12,423,658 - - - 12,423,658
Employee loans receivable - - - - - 690,800 - - 690,800
Moog Inc. Class A common
stock (cost of
$711,676) - - - - - - 895,258 - 895,258
Moog Inc. Class B common
stock (cost of
$6,508,043) - - - - - - 6,585,695 1,012,833 7,598,528
Guaranteed investment
contracts (at contract
value) 14,701,126 - - - - - - - 14,701,126
---------- --------- ---------- --------- ---------- ------- ---------- --------- ----------
Total investments 14,701,126 3,667,702 19,018,933 5,023,234 12,423,658 690,800 7,480,953 1,012,833 64,019,239
<PAGE>
Accrued investment income 361 - 33 - 250 - 21 - 665
Cash 262,829 5,323 29,193 - 171,971 - 16,444 14 485,774
---------- --------- ---------- --------- ---------- ------- ---------- --------- ----------
Total assets 14,964,316 3,673,025 19,048,159 5,023,234 12,595,879 690,800 7,497,418 1,012,847 64,505,678
Liabilities
Due to broker - - 29,193 - 5 - - - 29,198
Note payable (note 4) - - - - - - - 1,113,652 1,113,652
---------- --------- ---------- --------- ---------- -------- ---------- --------- ----------
Net assets (deficit)
available for
benefit $14,964,316 3,673,025 19,018,966 5,023,234 12,595,874 690,800 7,497,418 (100,805) 63,362,828
=========== ========= ========== ========= ========== ======= ========== ========= ==========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Year ended September 30, 1996
<CAPTION>
Savings Component Stock Ownership Component
--------------------------------------------------------------- -------------------------
Fixed Money Common AlliedSignal
interest market stock Balanced stock Loan
fund fund fund fund fund fund Allocated Unallocated Total
-------- ------ ------ -------- ------- ---- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contributions $ 1,237,594 317,609 2,272,644 771,087 - - 1,303,276 - 5,902,210
Employer contributions - - - - 18,996 - - 411,155 430,151
Employee rollover
contributions - 273 38,665 44,561 - - 919 - 84,418
----------- --------- ---------- --------- ---------- ------- ---------- ---------- -----------
Total contributions 1,237,594 317,882 2,311,309 815,648 18,996 - 1,304,195 411,155 6,416,779
----------- --------- ---------- --------- ---------- ------- ---------- ---------- -----------
Investment income:
Interest 1,006,729 191,280 812 197 2,149 7,628 1,531 166 1,210,492
Dividends - - 288,291 148,737 263,048 - - - 700,076
Net appreciation in fair
value of investments,
including realized
gains and
losses - - 2,467,862 563,696 5,255,583 - 4,305,304 431,123 13,023,568
----------- --------- ---------- --------- ---------- ------- ---------- ---------- -----------
Net investment income 1,006,729 191,280 2,756,965 712,630 5,520,780 7,628 4,306,835 431,289 14,934,136
----------- --------- ---------- --------- ---------- ------- ---------- ---------- -----------
<PAGE>
Total additions 2,244,323 509,162 5,068,274 1,528,278 5,539,776 7,628 5,611,030 842,444 21,350,915
Distributions (892,670) (301,693) (794,532) (334,294) (2,048,819) (65,177) (596,044) - 5,033,229
Interest expense - - - - - - - (60,324) (60,324)
Transfers among funds and
loan repayments 332,526 (249,845) 944,388 59,166 (784,148) (290,676) 367,223 (378,634) -
----------- --------- ---------- --------- ---------- -------- ---------- ---------- -----------
Increase (decrease) in
net assets available
for benefits 1,684,179 (42,376) 5,218,130 1,253,150 2,706,809 (348,225) 5,382,209 403,486 16,257,362
Net assets (deficit)
available for benefits:
Beginning of year 14,964,316 3,673,025 19,018,966 5,023,234 12,595,874 690,800 7,497,418 (100,805) 63,362,828
----------- --------- ---------- --------- ---------- -------- ---------- ---------- -----------
End of year $16,648,495 3,630,649 24,237,096 6,276,384 15,302,683 342,575 12,879,627 302,681 79,620,190
=========== ========= ========== ========= ========== ======== ========== ========== ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Year ended September 30, 1995
<CAPTION>
Savings Component Stock Ownership Component
--------------------------------------------------------------- -------------------------
Fixed Money Common AlliedSignal
interest market stock Balanced stock Loan
fund fund fund fund fund fund Allocated Unallocated Total
-------- ------ ------ -------- ------- ---- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee contributions $ 1,223,866 322,955 1,838,051 715,626 - - 1,320,163 - 5,420,661
Employer contributions - 6,886 - - - - - 676,515 683,401
Employee rollover
contributions 4,464 - - - - - - - 4,464
----------- --------- ---------- --------- ---------- ------- ---------- --------- -----------
Total contributions 1,228,330 329,841 1,838,051 715,626 - - 1,320,163 676,515 6,108,526
----------- --------- ---------- --------- ---------- ------- ---------- --------- -----------
Investment income:
Interest 834,797 201,777 2,298 75 36,960 - 7,327 - 1,083,234
Dividends - - - - 246,422 - - - 246,422
Net appreciation in fair
value of investments,
including realized
gains and
losses - - 3,888,055 613,440 3,129,891 - 971,259 162,970 8,765,615
----------- --------- ---------- --------- ---------- ------- ---------- -------- -----------
Net investment income 834,797 201,777 3,890,353 613,515 3,413,273 - 978,586 162,970 10,095,271
----------- --------- ---------- --------- ---------- ------- ---------- -------- -----------
<PAGE>
Total additions 2,063,127 531,618 5,728,404 1,329,141 3,413,273 - 2,298,749 839,485 16,203,797
Distributions (1,284,148) (422,948) (787,612) (506,668) (2,252,053) - (363,833) - (5,617,262)
Interest expense - - - - - - - (95,910) (96,910)
Transfers among funds and
loan repayments 759,252 189,745 (28,050) 40,935 (771,763) (432,141) 604,134 (362,112) -
----------- --------- ---------- --------- ---------- -------- --------- --------- -----------
Increase (decrease) in
net assets available
for benefits 1,538,231 298,415 4,912,742 863,408 389,457 (432,141) 2,539,050 380,463 10,489,625
Net assets (deficit)
available for benefits:
Beginning of year 13,426,085 3,374,610 14,106,224 4,159,826 12,206,417 1,122,941 4,958,368 (481,268) 52,873,203
----------- --------- ---------- --------- ---------- -------- --------- --------- -----------
End of year $14,964,316 3,673,025 19,018,966 5,023,234 12,595,874 690,800 7,497,418 (100,805) 63,362,828
=========== ========= ========== ========= ========== ======== ========= ========= ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
September 30, 1996 and 1995
(1) Description of Plan
The following is a brief description of the Moog Inc.
Savings and Stock Ownership Plan (the Plan) and is
provided for general information purposes only.
Participants should refer to the Plan agreement for more
complete information.
(a) General
The Plan is a defined contribution plan sponsored by
Moog Inc. (the Company). The Plan is subject to the
provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan has separate
savings and stock ownership components.
On June 17, 1994, the Company acquired the hydraulic
and mechanical actuation product lines of
AlliedSignal Inc. (Allied). Pursuant to the terms
of the acquisition agreement, the employees of
Allied became participants in the Plan (the Allied
Participants) as of that date and were given credit
for their past service with Allied for the purpose
of Plan eligibility.
Effective July 1, 1994, the assets of Allied's
retirement plan (Allied's Plan) related to the
vested benefits of Allied Participants were
transferred to the Plan. The allocation of these
funds within the Plan was directed by the Allied
Participants. Although the Plan has no provision
for participant loans, it agreed to accept the loans
outstanding in Allied's Plan related to the Allied
Participants. These loans will be repaid in
accordance with their original terms as established
by the Allied Plan.
(b) Eligibility
All domestic employees of the Company with one year of
service are eligible to participate in the Plan.
(c) Contributions
Each eligible employee may make voluntary pre-tax
contributions to the Plan in the form of a 1% to 20%
salary reduction subject to Internal Revenue Code
(IRC) limits. Contributions are directed by the
participant among the available investment options
(note 3).
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements, Continued
The Company matches 25% of employee contributions (the
Company Match) allocated towards the purchase of
Company common stock. The Company Match may be paid
in cash or shares of Company common stock. Shares
of Company common stock used to satisfy the Company
Match may be obtained through unallocated shares
owned by the Plan.
The Company also contributes in cash an amount
sufficient to service the Stock Ownership
Component's note payable (note 6).
(d) Participant Accounts
A separate account is maintained for each Plan
participant. Investment income is credited to each
participant's account, monthly, in proportion to the
average balance of the account to the total average
fund balance. Participants' accounts are fully and
immediately vested. Once per quarter participants
may transfer all or part of their accounts among
investment options except for certain restrictions
on funds transferred from the Stock Ownership
Component or directly between the Fixed Interest
Fund and Money Market Fund.
The total number of employees participating in the plan
as of September 30, 1996 and 1995 was 2,183 and
2,139, respectively.
(e) Distributions
Subject to certain limitations, a participant may
withdraw all or part of their account balance upon
attainment of age 59-1/2. The Company stock, however,
can only be withdrawn when the participant terminates
employment or under financial hardship. Distribution
of a participant's account balance is also permitted in
the event of death, disability, termination of
employment or immediate financial hardship, as defined.
Distributions are made in cash except for Company stock
allocated through the Company Match and Allied stock
which can be distributed in cash or shares.
(f) Administrative Expenses
Costs of administering the Plan are borne by the
Company.
<PAGE>
(2) Summary of Significant Accounting Policies
The financial statements of the Plan are presented on the
accrual basis of accounting.
Investments in the money market, common stock and balanced
funds are reported at fair value based on the quoted
market prices of the underlying mutual funds.
Investments in Allied and Company stock are reported at
fair value determined by reference to quoted market
prices. Purchases and sales of securities are reported on
a "trade date" basis.
The investment in the fixed interest fund is fully benefit-
responsive and is therefore reported at contract value
which approximates fair value and which represents the
cost of the underlying investment contracts plus
interest.
(3) Investments
In January 1996, the Plan trustee was changed from Mellon
Bank N.A. to Marine Midland Bank. A description of the
assets of the Plan follows:
Savings Component
(a) Fixed Interest Fund - Guaranteed investment
contracts with insurance companies providing for
interest at fixed rates. At September 30, 1996
and 1995, the Fund is comprised of the following
contracts:
1996 1995
---- ----
John Hancock Group Annuity
Contract, 5.1% guaranteed
investment contract maturing
December 1996 $ 4,431,629 4,584,916
John Hancock Group Annuity
Contract, 5.6% guaranteed
investment contract maturing
December 1998 4,285,442 -
Allstate Life Insurance,
5.48% guaranteed investment
contract matured in
December 1995 - 2,653,690
CNA Life Insurance Co., 8.0%
guaranteed investment contract
maturing in January 1998 7,931,410 7,462,520
--------- ---------
$16,648,481 14,701,126
=========== ==========
<PAGE>
(b) Money Market Fund - Common trust fund of Marine Midland
Bank invested in short-term money market instruments
such as U.S. Treasury bills and insured certificates
of deposit with major banks.
(c) Common Stock Fund - 1,488,763 and 1,174,008 shares at
September 30, 1996 and 1995, respectively, of the
Vanguard Windsor Fund, a professionally managed,
diversified common equity mutual fund.
(d) Balanced Fund - 380,846 and 299,358 shares at
September 30, 1996 and 1995, respectively, of the
Fidelity Puritan Fund, a professionally managed,
diversified mutual fund with a balanced investment
portfolio
(e) AlliedSignal Stock Fund - 232,293 and 281,556 shares at
September 30, 1996 and 1995, respectively, of
AlliedSignal, Inc. common stock. This fund resulted
from the transfer of assets for Allied Participants
and is not an ongoing investment option for Plan
participants.
(f) Loan Fund - Loans outstanding from Allied participants
(note 1).
Stock Ownership Component
(a) Moog Inc. Class A Common Stock - 113,821 and 63,947
shares at September 30, 1996 and 1995, respectively,
allocated to participant accounts.
(b) Moog Inc. Class B Common Stock maintained as follows:
(i) The trustee holds 445,490 and 435,413 allocated
shares at September 30, 1996 and 1995,
respectively.
(ii) The trustee holds 54,052 and 66,969 unallocated
shares at September 30, 1996 and 1995,
respectively, for eventual allocation (note 4).
At September 30, 1996 the fixed interest, common stock,
balanced, and AlliedSignal Stock funds each comprise
more than 5% of the Plan's net assets available for
benefits. The stock ownership component also comprises
more than 5% of the Plan's net assets available for
benefits.
(4) Employee Stock Ownership Loan
The Company may loan monies to the Plan for the purpose of
acquiring Company common stock. The common stock
acquired is used to provide shares for eventual
allocation. Repayment of loans are funded by Company
contributions based on a formula related to the number of
<PAGE>
shares allocated to participants annually and funds
provided by employee contributions. A portion of the
loan outstanding bears interest at 7.2% at September 30,
1996.
(5) Federal Income Taxes
On April 8, 1996 the Internal Revenue Service issued a
determination letter that the Plan is qualified under the
provisions of Section 401(a) of the Internal Revenue Code
and is, therefore, exempt from Federal income taxes under
Section 501(a) of the Code. The Plan Administrator
believes that since the date of the determination letter,
the Plan has operated in conformance with applicable laws
and regulations to maintain its tax qualified status.
Participants are not subject to Federal income tax on any
contributions allocated to their accounts under the Plan,
or the earnings thereon, until the accounts are withdrawn
or distributed.
(6) Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan
subject to the provisions of ERISA.
Upon termination, the Company will instruct the trustee to
either continue the management of the trust's assets or
liquidate the trust and distribute the assets to the
participants.
<PAGE>
Schedule 1
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
September 30, 1996
Fair or
contract
Identity of issue Description Cost value
Fixed interest fund:
John Hancock Group
Annuity Contract 5.1% guaranteed
investment contract
maturing in
December 1996 $ 4,431,629 4,431,629
John Hancock Group
Annuity Contract 5.6% guaranteed
investment contract
maturing on
December 1998 4,285,442 4,285,442
CNA Insurance Co.
Guaranteed Investment
Contract 8.0% guaranteed
investment contract
maturing in
January 1998 7,931,410 7,931,410
----------- ----------
Total fixed interest fund 16,648,481 16,648,481
Money Market Fund Marine Midland Bank*
Short Term
Investment Fund 3,615,167 3,615,167
Common Stock Fund 1,488,763 shares of
Vanguard Windsor
Fund 20,594,140 24,237,072
Balanced Fund 380,846 shares of
Fidelity Puritan
Fund 6,142,429 6,276,365
AlliedSignal, Inc. 232,293 common
shares 9,427,766 15,302,301
Loan Fund Employee loans
receivable 342,575 342,575
<PAGE>
Moog Inc.* 113,821 Class A
common shares 1,650,058 2,560,972
Moog Inc.* 499,542 Class B
common shares 6,454,158 11,552,712
----------- ----------
Total investments $64,874,774 80,535,645
=========== ==========
*Person named is a party-in-interest.
<PAGE>
<TABLE>
MOOG INC. SAVINGS AND STOCK OWNERSHIP PLAN Schedule 2
Item 27d - Schedule of Reportable Transactions
Year ended September 30, 1996
<CAPTION>
Current
value of
Expense asset on
incurred trans- Net
Identity of Description Purchase Selling with Lease Cost of action gain or
party involved of asset price price transaction rental asset date (loss)
- -------------- ----------- -------- -------- ----------- ------ ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John Hancock Mutual Life 4,484,272 - - - - - -
Insurance Contract
Mellon Bank, Temporary - 8,989,394 - - 8,989,394 8,989,344 -
N.A. Investment Fund
Marine Midland Short Term 10,444,971 - - - - - -
Bank* Investment Fund
Marine Midland Short Term - 6,569,196 - - 6,569,196 6,569,196 -
Bank* Investment Fund
Mellon Bank, Temporary 4,864,525 - - - - - -
N.A. Investment Fund ========== ========= ======= ====== ========= ========= =======
*Person named is a party-in-interest.
</TABLE>
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