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
For the fiscal year ended September 27, 1997
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
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 November 10, 1997 was approximately
$188.4 million.
The number of shares of Common Stock outstanding as of the close of
business on the latest practicable date, November 10, 1997 was:
Class A 5,469,715 Class B 1,589,086.
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 27, 1997 (the "1996 Annual Report")
(2) Specific sections of the January 1998 Proxy Statement to
Shareholders (the "1998 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 27, 1997 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 30, 1998
<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
March 25, 1998, relating to the statements of net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1997 and 1996, 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 27, 1997.
/s/ KPMG Peat Marwick LLP
Buffalo, New York
March 30, 1998
<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
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1997
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1996
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended September 30, 1997
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended September 30, 1996
Notes to Financial Statements
Schedule
Item 27a - Schedule of Assets Held for
Investment Purposes - September 30, 1997 1
Item 27d - Schedule of Reportable Transactions -
Year ended September 30, 1997 2
* * * * *
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Financial Statements and Schedules
September 30, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the financial statements of Moog Inc. Savings and
Stock Ownership Plan as of September 30, 1997 and 1996 and for
the years then ended as listed in the accompanying index. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1997 and 1996, 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. Supplemental
schedules 1 and 2 are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Buffalo, New York
March 25, 1998
<PAGE>
<TABLE> MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1997
<CAPTION>
Savings Component Stock Ownership Component
____________________________________________________ _________________________
Fixed Money Common AlliedSignal
interest market stock Balanced stock Index Growth Global Loan
Assets fund fund fund fund fund fund fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments
(note 3):
At fair value:
Marine Midland
Bank col-
lective
trust
fund $ - 3,469,137 - - - - - - - - - 3,469,137
Vanguard
Windsor
fund
(cost of
$25,805,422) - - 36,689,991 - - - - - - - - 36,689,991
Fidelity
Puritan
fund
(cost of
$7,440,765) - - - 8,763,257 - - - - - - - 8,763,257
AlliedSignal, Inc.
common stock
(cost of
$8,524,845) - - - - 17,718,505 - - - - - - 17,718,505
Vanguard
Index
TR 500
portfolio
(cost of
$1,097,525) - - - - - 1,239,489 - - - - - 1,239,489
<PAGE>
Putnam New
Opportunities
fund
(cost of
$907,493) - - - - - - 1,093,348 - - - - 1,093,348
Janus
World-
wide fund
(cost of
$1,768,372) - - - - - - - 2,000,129 - - - 2,000,129
Employee
loans
receivable - - - - - - - - 154,387 - - 154,387
Moog Inc.
Class A
common
stock
(cost of
$2,465,420) - - - - - - - - - 5,901,141 - 5,901,141
Moog Inc.
Class B
common
stock
(cost of
$6,876,247) - - - - - - - - - 18,333,393 1,724,736 20,058,129
Guaranteed
investment
contracts (at
contract
value) 17,842,865 - - - - - - - - - - 17,842,865
___________ _________ __________ _________ __________ _________ _________ _________ _______ __________ _________ __________
Total
Invest-
ments 17,842,865 3,469,137 36,689,991 8,763,257 17,718,505 1,239,489 1,093,348 2,000,129 154,387 24,234,534 1,724,736 124,930,378
Accrued
investment
income 6 15,521 95 10 208 3 2 3 - 18 - 15,866
Cash - - 45,922 8,516 5,513 - - - - 14,187 46 74,184
__________ _________ __________ _________ __________ _________ _________ _________ _______ __________ _________ ___________
Total
assets 17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 1,724,782 115,020,428
<PAGE>
Liabilities
Note payable
(note 4) - - - - - - - - - - 1,046,454 1,046,454
_________ _________ __________ _________ __________ _________ _________ _________ _______ __________ _________ _________
Net assets
available
for bene-
fits $17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 678,328 113,973,974
=========== ========= ========== ========= ========== ========= ========= ========= ======= ========== ========= ===========
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, 1996
<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:
Marine Midland
Bank collective
trust 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
<PAGE>
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
Accrued
invest-
ment
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
- - - - - - - 947,314 947,314
Note payable
(note 4) ---------- --------- ---------- --------- ---------- ------- ---------- --------- ----------
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 Changes in Net Assets Available for Benefits
with Fund Information
Year Ended September 30, 1997
<CAPTION>
Savings Component Stock Ownership Component
____________________________________________________ _________________________
Fixed Money Common AlliedSignal
interest market stock Balanced stock Index Growth Global Loan
fund fund fund fund fund fund fund fund fund Allocated Unallocated Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee
contribu-
tions $ 1,147,247 301,935 2,974,540 916,262 - 135,327 119,590 178,425 - 1,559,304 - 7,332,630
Employer
contri-
butions - - - - - - - - - - 312,689 312,689
Rollover
contri-
butions
(note
1(a)) 642,125 37,931 928,086 405,041 - 220,834 189,330 264,755 - 76,744 - 2,764,846
---------- ------ ------- ------- ------- ------- ------- ------- ------ ------- -------- ---------
Total
contri-
butions
and
trans-
fers 1,789,372 339,866 3,902,626 1,321,303 - 356,161 308,920 443,180 - 1,636,048 312,689 10,410,165
----------- ------- ---------- --------- ------- ------- ------- ------- ------ --------- ------- ----------
<PAGE>
Investment
income:
Interest 1,146,226 193,312 462 230 3,490 25 74 29 17,601 514 4 1,361,967
Dividends 778 - 667,976 274,034 218,594 7,425 - - - - - 1,168,807
Net appre-
ciation in
fair
value of
invest-
ments,
including
realized
gains and
losses - - 9,653,745 1,528,798 4,147,353 147,709 185,854 231,757 - 9,916,409 739,420 26,551,045
---------- ------- --------- --------- --------- ------- ------- ------- ------ --------- ------- ----------
Net invest-
ment
income 1,147,004 193,312 10,322,183 1,803,062 4,369,437 155,159 185,928 231,786 17,601 9,916,923 739,424 29,081,819
--------- ------- ---------- --------- --------- ------- ------- ------- ------ --------- ------- ----------
Total
addi-
tions 2,936,376 533,178 14,224,809 3,124,365 4,369,437 511,320 494,848 674,966 17,601 11,552,971 1,052,113 39,491,984
Distri-
butions (1,239,348) (232,888)(1,205,371) (130,892) (1,391,856) (42,440) - (2,821) - (860,515) - (5,106,131)
Interest
Expense - - - - - - - - - - (32,069) (32,069)
Transfers
among
funds
and
loan
repay-
ments (502,652) (446,281) (520,526) (498,074) (556,038) 770,612 598,502 1,327,987(205,789) 676,656 (644,397) -
-------- -------- --------- -------- -------- ------- ------- --------- ------- ------- ------- ---------
Increase
(decrease)
in net
assets
available
for
benefits 1,194,376 (145,991)12,498,912 2,495,399 2,421,543 1,239,492 1,093,350 2,000,132 (188,188) 11,369,112 375,647 34,353,784
<PAGE>
Net
assets
available
for
benefits:
Beginn-
ing 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
---------- --------- ---------- --------- ---------- --------- --------- --------- ------- ---------- ------- ----------
End of
year $17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 678,328 113,973,974
========== ========= ========== ========= ========== ========= ========= ========= ======= ========== ======= ===========
</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 invest-
ment income 1,006,729 191,280 2,756,965 712,630 5,520,780 7,628 4,306,835 431,289 14,934,136
---------- ------- --------- --------- --------- --------- --------- ------- ----------
Total additions 2,244,323 509,162 5,068,274 1,528,278 5,539,776 7,628 5,611,030 842,444 21,330,915
<PAGE>
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 (294,845) 944,388 59,166 (784,148) (290,676) 367,223 (378,634) -
--------- -------- -------- ------- --------- -------- -------- ------- ---------
Increase
(decrease)
in net assets
available for
benfits 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:
Begining
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>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
September 30, 1997 and 1996
(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 October 26, 1996, the Company acquired the assets and
assumed certain liabilities of the industrial hydraulic
servocontrols business of International Motion Control Inc.
(IMC). Pursuant to the terms of the acquisition agreement,
the employees of IMC became eligible to participate in the
Plan (the IMC Participants) as of that date and were given
credit for their past service for the purpose of Plan
eligibility.
During the plan year ended September 30, 1997, the majority
of the IMC Participants elected to roll over their accounts
into the Plan. The allocation of these funds within the
Plan was directed by the IMC Participants.
(b) Eligibility
Effective January 1, 1997, all domestic employees of the
Company with six months of service, as defined, 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
reductions subject to Internal Revenue Code (IRC) limits.
Contributions are directed by the participant among the
available investment options (note 3).
The Company matches 25% of employee contributions (the
Company Match) allocated towards the purchase of Company
common stock. Although the Company Match may be paid in
cash or shares of Company common stock, historically, it has
been paid in 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).
<PAGE>
(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 each month
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.
(e) Distributions
Subject to certain limitations, a participant may withdraw
all or part of their account balance upon attainment of age
59-1/2. 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 the
Company Match and Allied stock which can be distributed in
cash or shares.
(f) Participant Loans
Although the Plan has no provisions for participant loans,
it accepted the loans outstanding from participants
integrated into the Plan in July 1994 as part of the
acquisition of certain product lines of Allied Signal Inc.
(Allied). These loans will be repaid in accordance with
their original terms.
(g) Administrative Expenses
Costs of administering the Plan are borne by the Company.
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements of the Plan are presented on the
accrual basis of accounting.
(b) Investments
Investments in the common stock, index, growth, global 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. The
investment in the money market fund is reported at fair
value as determined by Marine Midland Bank based on the
quoted market prices of the securities in the fund.
Purchases and sales of securities are reported on a "trade
date" basis.
<PAGE>
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.
(c) Use of Estimates
In preparing the financial statements, the Plan admin-
istrator is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
changes in net assets during the reporting period. Actual
results could differ from those estimates.
(3) Investments
Marine Midland Bank is the Plan trustee. 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, 1997 and 1996, the Fund is
comprised of the following contacts:
1997 1996
John Hancock Group Annuity Contract,
5.6% guaranteed investment contract
maturing December 1998 $ 3,454,749 4,285,442
Metropolitan Life, 6.3% guaranteed
investment contract maturing in
December 1999 6,892,996 -
CNA Life Insurance Co., 8.0%
guaranteed investment contract
maturing in January 1998 7,495,120 7,931,410
John Hancock Group Annuity Contract,
5.1% guaranteed investment contract
maturing December 1996 - 4,431,629
___________ ___________
$17,842,865 $16,648,481
=========== ===========
(b) Money Market Fund - Collective 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 - 1,769,898 and 1,488,763 shares at
September 30, 1997 and 1996, respectively, of the Vanguard
Windsor Fund, a professionally managed, diversified common
equity mutual fund.
(d) Balanced Fund - 448,478 and 380,846 shares at
September 30, 1997 and 1996, respectively, of the Fidelity
Puritan Fund, a professionally managed, diversified mutual
fund with a balanced investment portfolio.
<PAGE>
(e) AlliedSignal Stock Fund - 416,906 and 232,293 shares at
September 30, 1997 and 1996, 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) Index Fund - 13,981 shares at September 30, 1997 of the
Vanguard Index TR 500 Portfolio, a professionally managed,
diversified index portfolio.
(g) Growth Fund - 22,034 shares at September 30, 1997 of
the Putnam New Opportunities Fund, a professionally managed,
diversified mutual fund.
(h) Global Fund - 47,195 shares at September 30, 1997 of
the Janus Worldwide Fund, a professionally managed,
diversified mutual fund.
(i) Loan Fund - Loans outstanding from Allied participants
(note 1).
Stock Ownership Component
(a) Moog Inc. Class A Common Stock - 147,991 and 113,821
shares at September 30, 1997 and 1996, respectively,
allocated to participant accounts.
(b) Moog Inc. Class B Common Stock maintained as follows:
(i) The trustee holds 470,087 and 445,490 allocated
shares at September 30, 1997 and 1996,
respectively.
(ii) The trustee holds 44,224 and 54,052 unallocated
shares at September 30, 1997 and 1996,
respectively, for eventual allocation (note 4).
At September 30, 1997 the guaranteed investment contracts with
Metropolitan Life and CNA Life Insurance Company, 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 shares allocated to
participants annually and funds provided by employee
contributions.
<PAGE>
(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, 1997
Fair or
contract
Identity of issue Description Cost value
Fixed interest fund:
John Hancock Group
Annuity Contract 5.6% guaranteed
investment contract
maturing on
December 1998 $ 3,454,749 3,454,749
Metropolitan Life
Guaranteed
Investment Contract 6.3% guaranteed
investment contract
maturing on
December 1998 6,892,996 6,892,996
CNA Insurance Co.
Guaranteed Investment
Contract 8.0% guaranteed
investment contract
maturing in
January 1998 7,495,120 7,495,120
----------- ----------
Total fixed interest fund 17,842,865 17,842,865
Money Market Fund Marine Midland Bank*
Collective trust 3,469,137 3,469,137
Common Stock Fund 1,769,898 shares of
Vanguard Windsor
Fund 25,805,422 36,689,991
Balanced Fund 448,478 shares of
Fidelity Puritan
Fund 7,440,765 8,763,257
AlliedSignal, Inc. 416,906 common
shares 8,524,845 17,718,505
Index Fund 13,981 shares of
Vanguard Index 500
Portfolio 1,097,525 1,239,489
Growth Fund 22,034 shares of
Putnam New
Opportunities Fund 907,493 1,093,348
<PAGE>
Global Fund 47,195 shares of
Janus Worldwide
Fund 1,768,372 2,000,129
Loan Fund Employee loans
receivable 154,387 154,387
Moog Inc.* 147,991 Class A
common shares 2,465,420 5,901,141
Moog Inc.* 514,311 Class B
common shares 6,876,247 20,058,129
----------- ----------
Total investments $76,352,478 114,930,378
=========== ===========
*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, 1997
<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 Group
Annuity
Contract $ 36,635 - - - 36,635 36,635 -
John Hancock Group
Annuity
Contract $ - 4,468,263 - - 4,468,263 4,468,263
Marine Midland Short Term
Bank* Investment Fund 15,624,334 - - - 15,624,334 15,624,334 -
Marine Midland Short Term
Bank* Investment Fund - 15,785,639 - - 15,785,639 15,785,639 -
Metropolitan Guaranteed
Life Investment
Contract 7,569,870 - - - 7,569,870 7,569,870 -
Metropolitan Guaranteed
Life Investment
Contract - 676,874 - - 676,874 676,874 -
Vanguard Windsor Stock Mutual
Fund Fund 6,387,939 - - - 6,387,939 6,387,939 -
Vanguard Windsor Stock Mutual
Fund Fund $ - 3,588,765 - - 1,176,658 3,266,448 322,317
========== ========= ======= ====== ========= ========= =========
*Person named is a party-in-interest.
</TABLE>
<PAGE>
