SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 26, 1998
MOOG INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 1-5129 16-0757636
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State or other jurisdiction of (Commission (I.R.S Employer
incorporation or organization) File Number) Identification No.)
East Aurora, New York 14052
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (716) 652-2000
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NONE
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(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 5. Other Events
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Pursuant to an Underwriting Agreement (the "Underwriting
Agreement"), dated January 26, 1998, among Moog Inc. (the "Registrant"),
the Selling Stockholder and Morgan Stanley & Co. Incorporated and Cowan &
Company, as Representatives of the Underwriters (the "Underwriters"), the
Registrant and the Selling Stockholder sold 1,700,000 and 300,000 shares,
respectively, of the Registrant's common stock, par value $1.00, to the
public at the purchase price of $34.375 per share (the "Purchase Price") or
$68,750,000 in the aggregate. After underwriting discounts and
commissions, net proceeds to the Registrant will be $32.57 per share or
$55,369,000 in the aggregate. The Registrant has also granted the
Underwriters an option, exercisable for 30 days from the date of the
Prospectus, to purchase up to 300,000 additional shares at the Purchase
Price, less underwriting discounts and commissions.
The foregoing description of the Underwriting Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of such document which is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Item 7. Exhibits
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1. Underwriting Agreement, dated January 26, 1998, among the
Registrant, the Selling Stockholder and the Underwriters.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on behalf of
the undersigned hereunto duly authorized.
MOOG INC.
MOOG INC.
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(Registrant)
Date: January 26, 1998 By: /s/ William P. Burke
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William P. Burke
Treasurer
<PAGE>
Exhibit 1
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2,000,000 Shares
MOOG INC.
CLASS A COMMON STOCK, $1.00 PAR VALUE
UNDERWRITING AGREEMENT
January 26, 1998
<PAGE>
January 26, 1998
Morgan Stanley & Co. Incorporated
Cowen & Company
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
Moog Inc., a New York corporation (the "Company"), and Moog Inc.
Employees' Retirement Plan (the "Selling Stockholder") propose to issue and
sell to the several Underwriters named in Schedule I hereto (the
"Underwriters") 1,700,000 shares and 300,000 shares, respectively, of the
Company's Class A Common Stock, $1.00 par value (collectively, the "Firm
Shares").
It is understood that Morgan Stanley & Co. Incorporated and Cowen
& Company shall act as representatives (the "Representatives") of the
several Underwriters.
The Company also proposes to issue and sell to the several
Underwriters not more than an additional 300,000 shares of its Class A
Common Stock, $1.00 par value (the "Additional Shares") if and to the
extent that you shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of common stock granted to
the Underwriters in Section 2 hereof. The Firm Shares and the Additional
Shares are hereinafter collectively referred to as the "Shares." The
shares of Class A Common Stock, $1.00 par value, of the Company are
hereinafter referred to as the "Common Stock."
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement, including a prospectus,
relating to the Shares on Form S-3 (Registration Statement No. 333-40863).
The registration statement as amended at the time it becomes effective,
including the information (if any) deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A under the
Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement"; the prospectus in the form
first used to confirm sales of Shares is hereinafter referred to as the
"Prospectus." All references to the Registration Statement or the
Prospectus include documents incorporated therein by reference. If the
Company has filed an abbreviated registration statement to register
additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such
Rule 462 Registration Statement.
1. Representations and Warranties. A. The Company represents
and warrants to and agrees with each of the Underwriters and the
Selling Stockholder that:
(a) The Registration Statement has become effective;
no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for
such purpose are pending before or, to the Company's
knowledge, threatened by the Commission.
<PAGE>
(b) (i) The Registration Statement, when it became
effective, did not contain and, as amended or supplemented,
if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading, (ii) the Registration Statement and
the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of
the Commission thereunder, (iii) each document, if any,
filed or to be filed pursuant to the Securities and Exchange
Act of 1934, as amended (the "Exchange Act") and
incorporated by reference into the Prospectus complied with
or will comply when so filed in all material respects with
the Exchange Act and the applicable rules and regulations of
the Commission thereunder and (iv) the Prospectus does not
contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, except that the representations
and warranties set forth in this paragraph do not apply to
statements or omissions in the Registration Statement or the
Prospectus based upon information relating to any
Underwriter furnished to the Company in writing by such
Underwriter through you expressly for use therein.
(c) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of
the state of New York, has the corporate power and authority
to own its property and to conduct its business as described
in the Prospectus and is duly qualified to transact business
and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent
that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(d) Each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property
requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not
have a material adverse effect on the Company and its
subsidiaries, taken as a whole; all of the issued shares of
capital stock of each subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and
non-assessable and are owned directly by the Company, free
and clear of all liens, encumbrances, equities or claims,
except for stock of the subsidiaries of the Company listed
in Schedule II hereto, which is pledged as collateral
security for credit facilities.
<PAGE>
(e) This Agreement has been duly authorized, executed
and delivered by the Company.
(f) The authorized capital stock of the Company
conforms as to legal matters to the description thereof
contained in the Prospectus.
(g) The shares of Common Stock outstanding prior to
the issuance of the Shares have been duly authorized and are
validly issued, fully paid and non-assessable.
(h) The Shares have been duly authorized and, when
issued (in the case of the Shares to be sold by the Company)
and delivered in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-
assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
(i) The execution and delivery by the Company of, and
the performance by the Company of its obligations under,
this Agreement will not contravene any provision of
applicable law or the certificate of incorporation or by-
laws of the Company or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a
whole, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company
or any subsidiary, and no consent, approval, authorization
or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its
obligations under this Agreement, except such as may be
required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Shares.
(j) There has not occurred any material adverse
change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or
in the earnings, business or operations of the Company and
its subsidiaries, taken as a whole, from that set forth in
the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the date of this Agreement).
(k) There are no legal or governmental proceedings
pending or, to the Company's knowledge, threatened to which
the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its
subsidiaries is subject that are required to be described in
the Registration Statement or the Prospectus and are not so
described or any statutes, regulations, contracts or other
documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not
described or filed as required.
<PAGE>
(l) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, complied when so filed in all material
respects with the Securities Act and the applicable rules
and regulations of the Commission thereunder.
(m) The Company is not and, after giving effect to the
offering and sale of the Shares and the application of the
proceeds thereof as described in the Prospectus, will not be
an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.
(n) The Company and its subsidiaries (i) are in
compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the
protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received all
permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except
where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or
failure to comply with the terms and conditions of such
permits, licenses or approvals would not, singly or in the
aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(o) In the ordinary course of its business, the
Company reviews the effect of Environmental Laws on the
business, operations and properties of the Company and its
subsidiaries, in the course of which it identifies and
evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures
required for cleanup, closure of properties or compliance
with Environmental Laws or any permit, license or approval,
any related constraints on operating activities and any
potential liabilities to third parties). On the basis of
such review, the Company reasonably believes that such
associated costs and liabilities would not, singly or in the
aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(p) There are no contracts, agreements or
understandings between the Company and any person granting
such person the right to require the Company to file a
registration statement under the Securities Act with respect
to any securities of the Company or to require the Company
to include such securities with the Shares registered
pursuant to the Registration Statement.
B. The Selling Stockholder represents and warrants to and
agrees with each of the Underwriters and the Company that:
(a) This Agreement has been duly authorized, executed
and delivered by the Selling Stockholder.
<PAGE>
(b) The execution and delivery by the Selling
Stockholder of, and the performance by the Selling
Stockholder of its obligations under, this Agreement will
not contravene any provision of applicable law or the
organizational documents of the Selling Stockholder or any
agreement or other instrument binding upon the Selling
Stockholder that is material to the Selling Stockholder or
any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Selling
Stockholder, and no consent, approval, authorization or
order of or qualification with any governmental body or
agency is required for the performance by the Selling
Stockholder of its obligations under this Agreement, except
such as may be required by the securities or Blue Sky laws
of the various states in connection with the offer and sale
of the Shares.
(c) The Selling Stockholder has valid and marketable
title, free and clear of all security interests, claims,
liens, equities and other encumbrances, to the Shares to be
sold by the Selling Stockholder as set forth in the
Prospectus.
(d) Upon delivery of, and payment for, the Shares to
be sold by the Selling Stockholder pursuant to this
Agreement, valid and marketable title to such Shares, free
and clear of any security interests, claims, liens, equities
and other encumbrances, will pass to the Underwriters.
(e) All information furnished to the Company in
writing by or on behalf of the Selling Stockholder expressly
for use in the Registration Statement and Prospectus is, and
on the Closing Date will be, true, correct and complete, and
does not, and on the Closing Date will not, contain any
untrue statement of material fact or omit to state any
material fact necessary to make such information not
misleading.
(f) The Selling Stockholder has not taken and will not
take, directly or indirectly, any action designed to, or
that might be reasonably expected to, cause or result in
stabilization or manipulation of the price of the Common
Stock (provided that the Selling Stockholder does not make
any representation as to any actions that may be taken by
any Underwriter); and the Selling Stockholder has not
distributed and will not distribute any prospectus or other
offering material in connection with the offering and sale
of the Shares other than any preliminary prospectus
supplement filed with the Commission or the Prospectus or
other material permitted by the Securities Act.
(g) The Selling Stockholder has no direct or indirect
association or affiliation with any National Association of
Securities Dealers, Inc. members participating in the
offering of the Shares and has had no arrangements, dealings
or affiliation with, and is not aware of any information
relating to underwriting compensation payable to or for the
benefit of, any member of the National Association of
<PAGE>
Securities Dealers, Inc., person associated with a member or
any Underwriter, relating to the offering of Shares that has
not been disclosed in the Registration Statement or set
forth herein.
2. Agreements to Sell and Purchase. The Company and the
Selling Stockholder hereby agree to sell to the several Underwriters,
and each Underwriter, upon the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter
stated, agrees, severally and not jointly, to purchase from the
Company and the Selling Stockholder the respective numbers of Firm
Shares set forth in Schedule I hereto opposite their names at $32.570
a share (the "Purchase Price").
On the basis of the representations and warranties contained
in this Agreement, and subject to its terms and conditions, the
Company agrees to sell to the Underwriters the Additional Shares, and
the Underwriters shall have a one-time right to purchase, severally
and not jointly, up to 300,000 Additional Shares at the Purchase
Price. If you, on behalf of the Underwriters, elect to exercise such
option, you shall so notify the Company in writing not later than 30
days after the date of this Agreement, which notice shall specify the
number of Additional Shares to be purchased by the Underwriters and
the date on which such shares are to be purchased. Such date may be
the same as the Closing Date (as defined below) but not earlier than
the Closing Date nor later than ten business days after the date of
such notice. Additional Shares may be purchased as provided in
Section 4 hereof solely for the purpose of covering overallotments
made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the total number of
Additional Shares to be purchased as the number of Firm Shares set
forth in Schedule I hereto opposite the name of such Underwriter bears
to the total number of Firm Shares.
Each of the Company and the Selling Stockholder hereby
agrees that, without the prior written consent of the Representatives
on behalf of the Underwriters, it will not, during the period ending
90 days after the date of the Prospectus, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of the
Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not
apply to (A) the Shares to be sold hereunder or (B) the issuance by
the Company of shares of Common Stock upon the exercise of an option
or warrant or the conversion of a security outstanding on the date
hereof of which the Underwriters have been advised in writing or which
is described in the Prospectus.
<PAGE>
3. Terms of Public Offering. The Company and the Selling
Stockholder are advised by you that the Underwriters propose to make a
public offering of their respective portions of the Shares as soon
after the Registration Statement and this Agreement have become
effective as in your judgment is advisable. The Company and the
Selling Stockholder are further advised by you that the Shares are to
be offered to the public initially at U.S. $34.375 a share (the
"Public Offering Price") and to certain dealers selected by you at a
price that represents a concession not in excess of U.S. $1.805 a
share under the Public Offering Price, and that any Underwriter may
allow, and such dealers may reallow, a concession, not in excess of
U.S. $1.805 a share, to any Underwriter or to certain other dealers.
4. Payment and Delivery. Payment for the Firm Shares shall be
made by wire transfer of immediately available funds to each of the
Company and the Selling Stockholder in connection with a closing to be
held at Shearman & Sterling, 599 Lexington Avenue, New York, New York,
at 10:00 a.m., New York City time, on January 29, 1998, or at such
other time on the same or such other date as shall be designated in
writing by you. The time and date of such payment are hereinafter
referred to as the "Closing Date".
Payment for any Additional Shares shall be made by wire
transfer of immediately available funds in connection with a closing
to be held at Shearman & Sterling, 599 Lexington Avenue, New York, New
York, at 10:00 a.m., New York City time, on the date specified in the
notice described in Section 2 or at such other time on the same or on
such other date as shall be designated in writing by you. The time
and date of such payment are hereinafter referred to as the "Option
Closing Date".
Certificates for the Firm Shares and Additional Shares shall
be in definitive form and registered in such names and in such
denominations as you shall request in writing not later than one full
business day prior to the Closing Date or the Option Closing Date, as
the case may be. The certificates evidencing the Firm Shares and
Additional Shares shall be delivered to you on the Closing Date or the
Option Closing Date, as the case may be, for the respective accounts
of the several Underwriters, with any transfer taxes payable in
connection with the transfer of the Shares to the Underwriters duly
paid, against payment of the Purchase Price therefor.
5. Conditions to the Underwriters' Obligations. The
obligations of the Company and the Selling Stockholder to sell the
Shares to the Underwriters and the several obligations of the
Underwriters to purchase and pay for the Shares on the Closing Date
are subject to the condition that the Registration Statement shall
have become effective not later than 10:00 a.m. (New York City time)
on the date hereof.
The several obligations of the Underwriters are subject to
the following further conditions:
(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date:
<PAGE>
(i) there shall not have occurred any
downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review
for a possible change that does not indicate the
direction of the possible change, in the rating
accorded any of the Company's securities by any
"nationally recognized statistical rating
organization," as such term is defined for purposes of
Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or
any development involving a prospective change, in the
condition, financial or otherwise, or in the earnings,
business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in
the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this
Agreement) that, in your judgment, is material and
adverse and that makes it, in your judgment,
impracticable to market the Shares on the terms and in
the manner contemplated in the Prospectus.
(b) The Underwriters shall have received on the
Closing Date a certificate, dated the Closing Date and
signed on behalf of the Company by an executive officer of
the Company, to the effect set forth in Section 5(a)(i)
above and to the effect that the representations and
warranties of the Company contained in this Agreement are
true and correct as of the Closing Date and that the Company
has complied with all of the agreements and satisfied all of
the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
The officer signing and delivering such certificate may
rely upon the best of his or her knowledge as to proceedings
threatened.
(c) The Underwriters shall have received on the
Closing Date a certificate, dated the Closing Date and
signed by the Selling Stockholder, to the effect that the
representations and warranties of the Selling Stockholder
contained in this Agreement are true and correct as of the
Closing Date and that the Selling Stockholder has complied
with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
The representative of the Selling Stockholder signing
and delivering such certificate may rely upon the best of
his knowledge as to proceedings threatened.
(d) The Underwriters shall have received on the
Closing Date an opinion of Phillips, Lytle, Hitchcock,
Blaine & Huber LLP, outside counsel for the Company, dated
the Closing Date, to the effect that:
<PAGE>
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing
under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to
own its property and to conduct its business as
described in the Prospectus and is duly qualified to
transact business and is in good standing in each
jurisdiction within the United States in which the
conduct of its business or its ownership or leasing of
property requires such qualification, except to the
extent that the failure to be so qualified or be in
good standing would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole;
(ii) the authorized capital stock of the Company
conforms, in all material respects, as to legal matters
to the description thereof contained in the Prospectus;
(iii) the shares of Common Stock outstanding
prior to the issuance of the Shares have been duly
authorized and are validly issued, fully paid and
nonassessable;
(iv) the Shares have been duly authorized and,
when issued (in the case of the Shares to be sold by
the Company) and delivered and paid for in accordance
with the terms of this Agreement, will be validly
issued, fully paid and nonassessable, and the issuance
of such Shares will not be subject to any preemptive or
similar rights;
(v) this Agreement has been duly authorized,
executed and delivered by the Company;
(vi) the execution and delivery by the Company
of, and the performance by the Company of its
obligations under, this Agreement will not contravene
any provision of applicable law or the certificate of
incorporation or bylaws of the Company or, to the best
of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its
subsidiaries, taken as a whole, or, to the best of such
counsel's knowledge, any judgment, order or decree of
any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of, or
qualification with, any governmental body or agency is
required for the performance by the Company of its
obligations under this Agreement, except such as have
been obtained and as may be required by the securities
or Blue Sky laws of the various states in connection
with the offer and sale of the Shares;
(vii) the statements (A) in the Prospectus under
the captions "Certain Transactions," "Description of
Capital Stock", "Description of Certain Indebtedness"
and "Legal Matters" and (B) in the Registration
<PAGE>
Statement in Item 15, in each case insofar as such
statements constitute summaries of the legal matters,
documents or proceedings referred to therein, fairly
present in all material respects the information called
for with respect to such legal matters, documents and
proceedings and fairly summarize the matters referred
to therein;
(viii) after due inquiry, such counsel does not
know of any legal or governmental proceedings pending
or threatened to which the Company or any of its
subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is
subject that are required to be described in the
Registration Statement or the Prospectus and are not so
described or of any statutes, regulations, contracts or
other documents that are required to be described in
the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that
are not described or filed as required;
(ix) the Company is not and, after giving effect
to the offering and sale of the Shares and the
application of the proceeds thereof as described in the
Prospectus, will not be an "investment company" as such
term is defined in the Investment Company Act of 1940,
as amended;
(x) to such counsel's knowledge, the Company and
its subsidiaries (A) are in compliance with any and all
applicable Environmental Laws, (B) have received all
permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their
respective businesses and (C) are in compliance with
all terms and conditions of any such permit, license or
approval, except where such noncompliance with
Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to
comply with the terms and conditions of such permits,
licenses or approvals would not, singly or in the
aggregate, have a material adverse effect on the
Company and its subsidiaries, taken as a whole; and
(xi) such counsel (A) is of the opinion that each
document, if any, filed pursuant to the Exchange Act
and incorporated by reference in the Registration
Statement and the Prospectus (except for financial
statements and schedules and other financial data
therein as to which such counsel need not express any
opinion) complied when so filed as to form in all
material respects with the Exchange Act and the
applicable rules and regulations of the Commission
thereunder, (B) is of the opinion that the Registration
Statement and Prospectus (except for financial
statements and schedules and other financial and
statistical data included therein as to which such
counsel need not express any opinion) comply as to form
<PAGE>
in all material respects with the Securities Act and
the applicable rules and regulations of the Commission
thereunder, (C) has no reason to believe that (except
for financial statements and schedules and other
financial and statistical data as to which such counsel
need not express any belief) the Registration Statement
and the prospectus included therein at the time the
Registration Statement became effective contained any
untrue statement of a material fact or omitted to state
a material fact required to be stated therein or
necessary to make the statements therein not misleading
and (D) has no reason to believe that (except for
financial statements and schedules and other financial
and statistical data as to which such counsel need not
express any belief) the Prospectus contains any untrue
statement of a material fact or omits to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading.
(e) The Underwriters shall have received on the
Closing Date an opinion of Phillips, Lytle, Hitchcock,
Blaine & Huber LLP, counsel for the Selling Stockholder,
dated the Closing Date, to the effect that
(i) this Agreement has been duly authorized,
executed and delivered by the Selling Stockholder;
(ii) the execution and delivery by the Selling
Stockholder of, and the performance by the Selling
Stockholder of its obligations under, this Agreement
will not contravene any provision of applicable law or
the organizational documents of the Selling Stockholder
or, to the best of such counsel's knowledge, any
agreement or other instrument binding upon the Selling
Stockholder that is material to the Selling Stockholder
or, to the best of such counsel's knowledge, any
judgment, or decree of any governmental body, agency or
court having jurisdiction over the Selling Stockholder,
and to the best of such counsel's knowledge no consent,
approval, authorization or order of or qualification
with any governmental body or agency is required for
the performance by the Selling Stockholder of its
obligations under this Agreement, except such as have
been obtained and as may be required by the securities
or Blue Sky laws of the various states in connection
with the offer and sale of the Shares;
(iii) The Selling Stockholder has full power and
authority to enter into this Agreement and to sell,
assign, transfer and deliver the Shares to be sold by
it; and
(iv) Upon the purchase (including payment
therefor) by the Underwriters and the sale by the
Selling Stockholder of the Shares to be sold by it in
accordance with the terms and conditions of this
Agreement, good and valid title to such Shares, free
<PAGE>
and clear of all liens, encumbrances and claims, will
be transferred to the Underwriters.
(f) The Underwriters shall have received on the
Closing Date an opinion of Shearman & Sterling, counsel for
the Underwriters, dated the Closing Date, covering the
matters referred to in Sections 5(d)(vi), 5(d)(vii),
5(d)(ix) (but only as to the statements in the Prospectus
under "Description of Capital Stock" and "Underwriters") and
clauses (B) and (C) of 5(d)(xiii) above.
With respect to Section 5(d)(xiii) above, Phillips,
Lytle, Hitchcock, Blaine & Huber LLP may state that their
opinion and belief are based upon their participation in the
preparation of the Registration Statement and Prospectus and
any amendments or supplements thereto and documents
incorporated by reference and review and discussion of the
contents thereof, but are without independent check or
verification except as specified. With respect to clauses
(B) and (C) of subparagraph (xiii) of paragraph (d) above,
Shearman & Sterling may state that their opinion and belief
are based upon their participation in the preparation of the
Registration Statement and Prospectus and any amendments or
supplements thereto (other than the documents incorporated
by reference) and upon review and discussion of the contents
thereof (including documents incorporated by reference), but
are without independent check or verification except as
specified.
The opinions of Phillips, Lytle, Hitchcock, Blaine &
Huber LLP described in Sections 5(d) and 5(e) above shall be
rendered to the Underwriters at the request of the Company
and the Selling Stockholder, respectively, and shall so
state therein.
(g) The Underwriters shall have received, on each of
the date hereof and the Closing Date, a letter dated the
date hereof or the Closing Date, as the case may be, in form
and substance satisfactory to the Underwriters, from KPMG
Peat Marwick LLP, independent public accountants, containing
statements and information of the type ordinarily included
in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial
information contained in, or incorporated by reference into,
the Registration Statement and the Prospectus; provided that
the letter delivered on the Closing Date shall use a
"cut-off date" not earlier than the date hereof.
(h) The "lockup" agreements between you and the
directors and director nominees of the Company relating to
sales and certain other dispositions of shares of Common
Stock or certain other securities, delivered to you on or
before the date hereof, shall be in full force and effect on
the Closing Date.
The several obligations of the Underwriters to purchase
Additional Shares hereunder are subject to the delivery to you on the
Option Closing Date of such documents as you may reasonably request
<PAGE>
with respect to the good standing of the Company, the due
authorization and issuance of the Additional Shares and other matters
related to the issuance of the Additional Shares; provided, however,
that any such documents so requested shall be in form and substance
substantially similar to the documents delivered in connection with
the sale and purchase of the Firm Shares.
6. Covenants of the Company and the Selling Stockholder. In
further consideration of the agreements of the Underwriters herein
contained, the Company covenants with each Underwriter as follows:
(a) To furnish to you, without charge, four signed
copies of the Registration Statement (including exhibits
thereto and documents incorporated by reference) and to each
other Underwriter a copy of the Registration Statement
(without exhibits thereto but including documents
incorporated by reference) prior to 10:00 a.m. New York City
time on the business day next succeeding the date of this
Agreement and, during the period mentioned in Section 6(c)
below, as many copies of the Prospectus, any documents
incorporated by reference, and any supplements and
amendments thereto as you may reasonably request. The terms
"supplement" and "amendment" or "amend" as used in this
Agreement shall include all documents subsequently filed by
the Company with the Commission pursuant to the Exchange
Act, that are deemed to be incorporated by reference in the
Prospectus.
(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish to you a copy of
each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which you
reasonably object, and to file with the Commission within
the applicable period specified in Rule 424(b) under the
Securities Act any prospectus required to be filed pursuant
to such Rule.
(c) If, during such period after the first date of the
public offering of the Shares as in the opinion of counsel
for the Underwriters the Prospectus is required by law to be
delivered in connection with sales by an Underwriter or
dealer, any event shall occur or condition exist as a result
of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the
light of the circumstances when the Prospectus is delivered
to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law,
forthwith to prepare, file with the Commission and furnish,
at its own expense, to the Underwriters and to the dealers
(whose names and addresses you will furnish to the Company)
to which Shares may have been sold by you on behalf of the
Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so
that the Prospectus, as amended or supplemented, will comply
with law.
<PAGE>
(d) To endeavor to qualify the Shares for offer and
sale under the securities or Blue Sky laws of such
jurisdictions as you shall reasonably request.
(e) To make generally available to the Company's
security holders and to you as soon as practicable an
earning statement covering the twelve-month period ending
March 31, 1999 that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of
the Commission thereunder.
(f) Whether or not the transactions contemplated in
this Agreement are consummated or this Agreement is
terminated, to pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement,
including: (i) the fees, disbursements and expenses of the
Company's counsel and the Company's accountants in
connection with the registration and delivery of the Shares
under the Securities Act and all other fees or expenses in
connection with the preparation and filing of the
Registration Statement, any preliminary prospectus, the
Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated
therewith, and the mailing and delivering of copies thereof
to the Underwriters and dealers, in the quantities
hereinabove specified, (ii) all costs and expenses related
to the transfer and delivery of the Shares to the
Underwriters, including any transfer or other taxes payable
thereon, (iii) the cost of printing or producing any Blue
Sky or Legal Investment memorandum in connection with the
offer and sale of the Shares under state securities laws and
all expenses in connection with the qualification of the
Shares for offer and sale under state securities laws as
provided in Section 6(d) hereof, including filing fees and
the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in
connection with the Blue Sky or Legal Investment memorandum,
(iv) all filing fees and the reasonable fees and
disbursements of counsel to the Underwriters incurred in
connection with the review and qualification of the offering
of the Shares by the National Association of Securities
Dealers, Inc., (v) all fees and expenses in connection with
the preparation and filing of the registration statement on
Form 8-A relating to the Common Stock and all costs and
expenses incident to listing the Shares on the American
Stock Exchange and other national securities exchanges and
foreign stock exchanges, (vi) the cost of printing
certificates representing the Shares, (vii) the costs and
charges of any transfer agent, registrar or depositary,
(viii) the costs and expenses of the Company relating to
investor presentations on any "road show" undertaken in
connection with the marketing of the offering of the Shares,
including, without limitation, expenses associated with the
production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the
road show presentations with the prior approval of the
Company, travel and lodging expenses of the representatives
<PAGE>
and officers of the Company and any such consultants, and
the cost of any aircraft chartered in connection with the
road show, and (ix) all other costs and expenses incident to
the performance of the obligations of the Company hereunder
for which provision is not otherwise made in this Section.
It is understood, however, that except as provided in this
Section, Section 7 entitled "Indemnity and Contribution",
and the last paragraph of Section 9 below, the Underwriters
will pay all of their costs and expenses, including fees and
disbursements of their counsel, stock transfer taxes payable
on resale of any of the Shares by them and any advertising
expenses connected with any offers they may make.
In further consideration of the agreements of the
Underwriters herein contained, the Selling Stockholder covenants as
follows:
(a) Whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated, to
pay or cause to be paid all taxes, if any, on the transfer
and sale of the Shares being sold by the Selling
Stockholder.
(b) The Selling Stockholder has carefully reviewed the
Registration Statement and will carefully review, promptly
upon receipt, each amendment thereto provided to the Selling
Stockholder. At any time during the period from the date
hereof through the Closing Date, if there is any change in
the information in the Registration Statement that
specifically relates to the Selling Stockholder, including
the tables and notes thereto, the Selling Stockholder will
immediately notify the Company of such change.
(c) The Selling Stockholder shall cooperate fully with
the Company in supplying such information relating to the
Selling Stockholder and the Shares as the Company may
reasonably request for use in preparation of the
Registration Statement and all other documents reasonably
necessary or desirable in connection with the offering of
Shares. In addition, the Selling Stockholder shall furnish
to the Company (or, at the Company's request, to the
Underwriters or other parties) such further certificates and
documents confirming the representations and warranties
contained herein, or with respect to related matters, as the
Company may reasonably request.
7. Indemnity and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of either Section 15
of the Securities Act or Section 20 of Exchange Act, from and against
any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
<PAGE>
supplements thereto), or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by
any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly
for use therein.
(b) The Selling Stockholder agrees to indemnify and hold
harmless the Company, its directors, its officers who sign the
Registration Statement and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act and each Underwriter and each
person, if any, who controls any Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary
prospectus supplement or the Prospectus (as amended or supplemented if
the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only with reference to
information relating to such Selling Stockholder furnished in writing
by or on behalf of such Selling Stockholder expressly for use therein.
Notwithstanding any other term or provision of this
Agreement to the contrary, the Selling Stockholder shall not be liable
for any amount under this Agreement in excess of the purchase price of
the Shares received by the Selling Stockholder from the Underwriters.
(c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers
who sign the Registration Statement, the Selling Stockholder and each
person, if any, who controls the Company or the Selling Stockholder
within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company and the Selling Stockholder to such
Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use in the Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or
supplements thereto.
(d) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to Section 7(a), 7(b) or 7(c),
such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party")
in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified
party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the
<PAGE>
reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i)
the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of
both parties by the same counsel would, in the view of counsel to the
indemnified party, be inappropriate due to actual or potential
differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any
such separate firm for the Underwriters and such control persons of
the Underwriters, such firm shall be designated in writing by Morgan
Stanley & Co. Incorporated. In the case of any such separate firm for
the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. In
the case of any such separate firm for the Selling Stockholder, and
such control persons of the Selling Stockholder, such firm shall be
designated in writing by the Selling Stockholder. The indemnifying
party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by
the second and third sentences of this paragraph, the indemnifying
party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement
is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the
subject matter of such proceeding.
(e) To the extent the indemnification provided for in
Section 7(a), 7(b) or 7(c) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Shares or (ii) if the allocation
<PAGE>
provided by clause 7(d)(i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 7(d)(i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Stockholder on the one hand
and the Underwriters on the other hand in connection with the offering
of the Shares shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Shares (before deducting
expenses) received by the Company and the Selling Stockholder and the
total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of
the Prospectus, bear to the aggregate Public Offering Price of the
Shares. The relative fault of the Company and the Selling Stockholder
on the one hand and the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by
the Company and the Selling Stockholder or by the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The
Underwriters', the Company's and the Selling Stockholder's respective
obligations to contribute pursuant to this Section 7 are several in
proportion to the respective number of Shares they have purchased or
sold hereunder, respectively, and not joint.
(f) The Company, the Selling Stockholder and the
Underwriters agree that it would not be just or equitable if
contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in Section 7(d).
The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of
this Section 7, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Shares underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 7 are not exclusive and shall not limit
any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
(g) The indemnity and contribution provisions contained in
this Section 7 and the representations, warranties and other
statements of the Company and the Selling Stockholder contained in
this Agreement shall remain operative and in full force and effect
<PAGE>
regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Selling Stockholder or any person
controlling the Selling Stockholder, or by or on behalf of the
Company, its officers or directors or any person controlling the
Company and (iii) acceptance of and payment for any of the Shares.
8. Termination. This Agreement shall be subject to
termination by notice given by you to the Company, if (a) after the
execution and delivery of this Agreement and prior to the Closing Date
(i) trading generally shall have been suspended or materially limited
on or by, as the case may be, any of the New York Stock Exchange, the
American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or
in any over the counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by
either Federal or New York State authorities or (iv) there shall have
occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in your judgment, is
material and adverse and (b) in the case of any of the events
specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or
together with any other such event, makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner
contemplated in the Prospectus.
9. Effectiveness; Defaulting Underwriters. This Agreement
shall become effective upon the execution and delivery hereof by the
parties hereto.
If, on the Closing Date or the Option Closing Date, as the
case may be, any one or more of the Underwriters shall fail or refuse
to purchase Shares that it has or they have agreed to purchase
hereunder on such date, and the aggregate number of Shares which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate number of the
Shares to be purchased on such date, the other Underwriters shall be
obligated severally in the proportions that the number of Firm Shares
set forth opposite their respective names in Schedule I bears to the
aggregate number of Firm Shares set forth opposite the names of all
such nondefaulting Underwriters, or in such other proportions as you
may specify, to purchase the Shares which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase on such date;
provided that in no event shall the number of Shares that any
Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 9 by an amount in excess of one-
ninth of such number of Shares without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters
shall fail or refuse to purchase Firm Shares and the aggregate number
of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased, and
arrangements satisfactory to you, the Company and the Selling
Stockholder (as applicable) for the purchase of such Firm Shares are
not made within 36 hours after such default, this Agreement shall
terminate without liability on the part of any non-defaulting
Underwriter, the Company, or the Selling Stockholder. In any such
case you, the Company or the Selling Stockholder (as applicable) shall
<PAGE>
have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in
the Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected. If, on the Option Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with
respect to which such default occurs is more than one-tenth of the
aggregate number of Additional Shares to be purchased, the
non-defaulting Underwriters shall have the option to (i) terminate
their obligation hereunder to purchase Additional Shares or (ii)
purchase not less than the number of Additional Shares that such
non-defaulting Underwriters would have been obligated to purchase in
the absence of such default. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the
Company or the Selling Stockholder to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason
the Company or the Selling Stockholder shall be unable to perform its
obligations under this Agreement (a "Non-Performing Party") the Non-
Performing Party will reimburse the Underwriters or such Underwriters
as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering
contemplated hereunder.
10. Counterparts. This Agreement may be signed in two or
more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
11. Applicable Law. This Agreement shall be governed by
the laws of the State of New York.
<PAGE>
12. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only and
shall not be deemed a part of this Agreement.
Very truly yours,
MOOG INC.
By: /s/ Robert R. Banta
Robert R. Banta
MOOG INC. EMPLOYEES' RETIREMENT PLAN
By: /s/ Robert R. Banta
Robert R. Banta
Attorney-in-fact
Accepted, January 26, 1998
MORGAN STANLEY & CO. INCORPORATED
COWEN & COMPANY
Acting severally on behalf of themselves
and the several Underwriters
named in Schedule I hereto.
By: Morgan Stanley & Co. Incorporated
By: /s/ Kevin Cox
Kevin Cox
<PAGE>
SCHEDULE I
Number of
Firm Shares
Underwriter To Be Purchased
Morgan Stanley & Co. Incorporated
Cowen & Company
[NAMES OF OTHER UNDERWRITERS]
_________
Total Firm Shares 2,000,000
<PAGE>
SCHEDULE II
Name of Subsidiary Jurisdiction of Incorporation
Moog AG Switzerland
Moog Australia Proprietary Limited Australia
Moog do Brasil Controles Ltda. Brazil
Moog Controls Hong Kong Limited Hong Kong
Moog Controls (India) Private Limited India
Moog Controls Limited United Kingdom
Moog GmbH Germany
Moog Italiana S.r.l. Italy
Moog Japan Ltd. Japan
Moog Korea Ltd. South Korea
Moog S.A.R.L. France
Moog Singapore Pte. Ltd. Singapore
Moog Controls Corporation Ohio
Moog FSC Ltd. Virgin Islands
Moog Industrial Controls Corporation New York
Moog Properties Inc. New York
<PAGE>
