SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for the Use
of the Commission Only
(as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
MOOG INC.
_________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
_______________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_______________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________
(5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________
(3) Filing Party:
_______________________________________________________
(4) Date Filed:
_______________________________________________________
<PAGE>
[MOOG LOGO]
MOOG INC., EAST AURORA, NEW YORK 14052
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MOOG Inc.
will be held in the Auditorium of the Albright-Knox Art Gallery, 1285 Elmwood
Avenue, Buffalo, New York, on Wednesday, February 10, 1999, at 9:15 a.m., for
the following purposes:
1. To elect two directors of the Company, one of whom will be a Class
A director, elected by the holders of Class A shares, and one of whom will
be a Class B director, elected by the holders of Class B shares, to serve
three year terms expiring in 2002, or until the election and qualification
of their successors.
2. To consider and ratify the selection of KPMG Peat Marwick LLP,
independent certified public accountants, as auditors of the Company for
the 1999 fiscal year.
3. To consider and transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 28, 1998
as the record date for determining which shareholders shall be entitled to
notice of and to vote at such meeting. SHAREHOLDERS WHO WILL BE UNABLE TO BE
PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SUCH SHAREHOLDERS ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY. THE PROXY MAY BE REVOKED
AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: East Aurora, New York
January 11, 1999
<PAGE>
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS OF
MOOG INC.
TO BE HELD IN THE AUDITORIUM OF THE ALBRIGHT-KNOX ART GALLERY
1285 ELMWOOD AVENUE , BUFFALO, NEW YORK
ON FEBRUARY 10, 1999
This Proxy Statement is furnished to shareholders of record on December 28,
1998 by the Board of Directors of MOOG Inc. (the "Company") in connection with
the solicitation of proxies for use at the Annual Meeting of Shareholders on
Wednesday, February 10, 1999, at 9:15 a.m., and at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and accompanying proxy will be mailed to
shareholders on or about January 11, 1999.
If the enclosed form of proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions thereon.
Unless otherwise specified, the proxy shall be deemed to confer authority to
vote the shares represented by the proxy "FOR" Proposal 1, the election of
directors and "FOR" Proposal 2, the ratification of KPMG Peat Marwick LLP as
independent auditors for the fiscal year 1999.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it insofar as it has not been exercised. Such revocation may be made in
person at the meeting, or by submitting a proxy bearing a date subsequent to
that on the proxy to be revoked, or by written notification to the Secretary of
the Company.
GENERAL
The Board of Directors has fixed the close of business on December 28, 1998
as the record date for determining the holders of common stock entitled to
notice of and to vote at the meeting. On December 28, 1998, the Company had
outstanding and entitled to vote, a total of 7,295,875 shares of Class A common
stock ("Class A shares") and 1,634,372 shares of Class B common stock ("Class B
shares"). Holders of Class A shares are entitled to elect at least 25% of the
Board of Directors (rounded up to the nearest whole number) so long as the
number of outstanding Class A shares is at least 10% of the number of
outstanding shares of both classes of common stock. Currently, the holders of
Class A shares are entitled, as a class, to elect three directors of the
Company, and the holders of the Class B shares are entitled, as a class, to
elect the remaining six directors. Other than on matters relating to the
election of directors or as required by law, where the holders of Class A shares
and Class B shares vote as separate classes, the record holder of each
outstanding Class A share is entitled to a one-tenth vote per share and the
record holder of each outstanding Class B share is entitled to one vote per
share on all matters to be brought before the meeting. The Class A director and
the Class B directors will be elected by a plurality of the votes cast by the
respective class. The other matter submitted to the meeting may be adopted by a
majority of the votes cast, a quorum of 3,647,938 Class A shares and 817,187
Class B shares being present. The record holders of 9% Cumulative Convertible
Exchangeable Preferred Shares, Series B, $1.00 par value ("Series B Preferred
Stock") are not entitled to vote on the matters upon which action is to be taken
at the meeting.
In accordance with New York law, abstentions and broker non-votes are not
counted in determining the votes cast in connection with the ratification of the
selection of KPMG Peat Marwick LLP as auditors of the Company for the 1999
fiscal year. Votes withheld (including broker non-votes) in connection with the
election of one or more nominees for director will not be counted and will have
no effect.
<PAGE>
CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP
The only persons known by the Company to own beneficially more than five
percent of the outstanding shares of either class of the voting common stock of
the Company are set forth below.
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK(1) COMMON STOCK(1)(2)
--------------------- ---------------------
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL PERCENT BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS OWNERSHIP OF CLASS
- ------------------------------------ ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
Moog Inc. Savings and Stock Ownership Plan Trust(3)..... 194,448 2.7 502,923 30.8
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement Plan Trust(4)...................... 4,155 0.1 296,603 18.1
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement as to Voting(5)................... 149,382 2.0 289,172 17.7
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
All directors and officers as a group................... 265,872 3.6 146,309 9.0
(See "Election of Directors," particularly footnotes 3
and 9 to the table on pages 4 and 5)
Lord Abbett & Company................................... 582,300 8.0 -0- -0-
General Motors Building
767 Fifth Avenue
New York, NY 0153-0203
Sanford C. Bernstein & Company, Inc..................... 564,250 7.7 -0- -0-
767 Fifth Avenue, 22nd Floor
New York, NY 10153-0185
First American Asset Management......................... 450,691 6.2 -0- -0-
601 Second Avenue South, 16th Floor
Minneapolis, MN 55402-4302
Montgomery Asset Management............................. 385,200 5.3 -0- -0-
3200 Cherry Creek South Drive-370
Denver, CO 80209-3239
</TABLE>
- ---------------
(1) See the table on pages 4 and 5 containing information concerning the
shareholdings of directors and officers of the Company.
(2) Class B shares are convertible into Class A shares on a share-for-share
basis.
(3) Of the shares shown as beneficially owned in the table, approximately 1,776
unallocated shares of Class B Common Stock held are voted by the Trustee,
Marine Midland Bank, Buffalo, New York, as directed by the Investment
Committee under the Savings and Stock Ownership Plan. An additional 194,448
Class A shares and 501,147 Class B shares allocated to individual
participants under the Plan are voted by the Trustee as directed by the
participants to whom such shares are allocated. Any allocated shares as to
which voting instructions are not received are voted by the Trustee as
directed by the Investment Committee. As of September 30, 1998 2,968 of the
allocated Class A shares and 18,353 of the allocated Class B shares belong
to officers and are included in the share totals in the table on pages 4 and
5 for all directors and officers as a group.
(4) Shares held are voted by the Trustee, Manufacturers and Traders Trust
Company, Buffalo, New York, as directed by the Moog Inc. Retirement Plan
Committee.
2
<PAGE>
(5) Does not include options to acquire 33,500 Class A shares. See "Moog Family
Agreement as to Voting" for an explanation as to how the shares shown in the
table as beneficially owned are voted.
MOOG FAMILY AGREEMENT AS TO VOTING
The Moog Family Agreement as to Voting is an agreement among the following
relatives of the late Jane B. Moog: her children, Constance Moog Silliman, Nancy
Moog Aubrecht, Douglas B. Moog and Susan L. Moog; her adult grandchildren; her
son-in-law, Richard A. Aubrecht; her daughter-in-law, Jeanne M. Moog; and Albert
K. Hill, former counsel to the Company, whose shares are not covered by the
agreement.
The agreement relates to 149,382 Class A shares and 289,172 Class B shares,
exclusive of currently exercisable options, owned of record or beneficially by
each of the other parties to the agreement.
Each of the named parties granted an irrevocable proxy covering that
person's shares of stock subject to the agreement to certain parties to the
agreement who are required to take any action and cause all shares subject to
the agreement to be voted as may be determined by the vote of any four of:
Richard A. Aubrecht, Constance Moog Silliman, Jeanne M. Moog, Douglas B. Moog,
Susan L. Moog and Albert K. Hill.
The agreement contains restrictions on the ability of any party to remove
all or any shares of stock from the provisions of the agreement and further
provides for each of the parties who have the right to vote in certain instances
to have successors named by them. In addition, the transfer in any manner of any
shares of the Company is subject to the agreement.
The agreement, by its terms, continues in force until December 31, 2015,
unless certain specified contingencies occur prior to that date.
ELECTION OF DIRECTORS
One of three classes of the Board of Directors of the Company is elected
annually to serve three year terms. Of the two directors whose terms of office
expire at the meeting, one is a Class A director to be elected by the holders of
the outstanding Class A shares and one is a Class B director to be elected by
the holders of the outstanding Class B shares. Such nominees will be elected to
hold office until 2002 and the election and qualification of their successors.
The persons named in the enclosed proxy will vote Class A shares for the
election of the Class A nominee named below, and Class B shares for the election
of the Class B nominee named below, unless the proxy directs otherwise. In the
event any of the nominees should be unable to serve as a director, the proxy
will be voted in accordance with the best judgment of the person or persons
acting under it. It is not expected that any of the nominees will be unable to
serve.
NOMINEES AND DIRECTORS
Certain information regarding nominees for Class A and Class B directors,
as well as those directors whose terms of office continue beyond the date of the
1999 Annual Meeting of Shareholders, including their beneficial ownership of
equity securities, is set forth below. Unless otherwise indicated, each person
held various positions with the Company for the past five years and has sole
voting and investment power with respect to the securities beneficially owned.
Beneficial ownership includes securities which could be acquired pursuant to
currently exercisable options or options which become exercisable within 60 days
of the date of this Proxy Statement.
Kenneth J. McIlraith has been a member of the Board of Directors since
1976. Upon attaining 70 years of age, in deference to the Board's policies, Mr.
McIlraith has determined not to stand for re-election.
3
<PAGE>
All of the nominees have previously served as directors and have been
elected as directors at prior Annual Meetings of Shareholders.
<TABLE>
<CAPTION>
SERIES B
PREFERRED
SHARES OF COMMON STOCK STOCK(1)
------------------------------------- ----------------
FIRST PERCENT PERCENT PERCENT
PRINCIPAL ELECTED OF OF OF
AGE OCCUPATION DIRECTOR CLASS A CLASS CLASS B CLASS SHARES CLASS
--- ---------- -------- ------- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NOMINEE FOR CLASS B DIRECTOR
TERM EXPIRING IN 2002
Joe C. Green.................... 57 Executive Vice 1986 20,424 * 19,805 1.2 11,111 11.7
President, Chief
Admin. Officer,
Moog Inc.
NOMINEE FOR CLASS A DIRECTOR
TERM EXPIRING IN 2002
Robert T. Brady(2).............. 58 Chairman of the 1984 56,576 * 29,792 1.8 11,111 11.7
Board, President,
Chief Executive
Officer, Moog Inc.
CLASS B DIRECTORS CONTINUING IN
OFFICE
TERM EXPIRING IN 2001
Kraig H. Kayser(3)(4)........... 38 President, Chief 1998 600 * -0- -0- -0- -0-
Executive Officer,
Seneca Foods
Corporation
Robert H. Maskrey(5)............ 57 Vice President, 1998 44,192 * 20,249 1.2 13,111 13.8
Moog Inc.
Albert F. Myers(6).............. 52 Vice President, 1997 500 * -0- -0- -0- -0-
Treasurer,
Northrop Grumman
Corporation
TERM EXPIRING IN 2000
Richard A. Aubrecht(7).......... 54 Vice Chairman of 1980 45,587 * 25,207 1.5 17,222 18.2
the Board, Vice
President, Moog
Inc.
John D. Hendrick................ 60 President, 1994 500 -0- 1,000 * -0- -0-
Director, Okuma
America Corp.
CLASS A DIRECTORS CONTINUING IN
OFFICE
TERM EXPIRING IN 2001
Robert R. Banta................. 56 Executive Vice 1991 3,040 * 17,000 1.0 11,111 11.7
President, Chief
Financial Officer,
Assistant
Secretary, Moog
Inc.
TERM EXPIRING IN 2000
Peter P. Poth(8)................ 69 Retired Executive 1984 500 * 1,564 * -0- -0-
All directors and officers as
a group (sixteen persons)..... 265,872(9) 3.6 146,309(9) 9.0 83,771 88.3
</TABLE>
- ---------------
* Does not exceed one percent of the class.
(1) Each share of Series B Preferred Stock, which has one vote per share on
matters as to which the Class is entitled to vote, is convertible into
.08585 Class A share. Under an agreement dated October 15, 1988, as
4
<PAGE>
amended, the eight holders of the Series B Preferred Stock appointed as
proxies Vice President Richard C. Sherrill and Vice President and director
Robert H. Maskrey, who will vote all shares of such stock as determined by a
majority of such shares.
(2) Not included are 200 Class A shares owned by Mr. Brady's wife and 1,000
Class A shares and 3,600 Class B shares owned by Mr. Brady's wife as
custodian for their children.
(3) Does not include 99,900 Class A shares and 20,300 Class B shares held in a
Seneca Foods Corporation pension plan for which Mr. Kayser is one of three
trustees as well as one of a number of beneficiaries. Also not included are
55,900 Class B shares owned by Seneca Foods Corporation, of which Mr. Kayser
is President and Chief Executive Officer, a director and a major
shareholder. Also excluded are 86,262 Class A shares held by the Seneca
Foods Foundation, of which Mr. Kayser is a director (see "Certain Beneficial
Owners").
(4) Mr. Kayser has been President and Chief Executive Officer of Seneca Foods
Corporation since 1993. Prior to joining Seneca Foods Corporation in 1991,
Mr. Kayser was a Vice President of J.P. Morgan Investment Management. He
received his B.A. from Hamilton College and M.B.A. from Cornell University.
(5) Mr. Maskrey has been with the Company since 1964. He served in a variety of
engineering capacities through 1976. From 1976 until 1981, Mr. Maskrey was
Chief Engineer for the Electronics & Systems Division. In 1981, Mr. Maskrey
joined the Aircraft Controls Division, of which he became General Manager
and concurrently a Vice President of the Company in 1985. Mr. Maskrey
received his B.S. and M.S. in mechanical engineering from M.I.T.
(6) Mr. Myers is Corporate Vice President and Treasurer of Northrop Grumman
Corporation. Formerly Chief of the Controls Branch at NASA's Dryden Flight
Research Center, Mr. Myers joined Northrop in 1981. He received his B.S. and
M.S. degrees in mechanical engineering from the University of Idaho. In
addition, he completed a Sloan Fellowship at M.I.T. where he received an
M.S. in industrial management.
(7) Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the beneficial owner of
17,815 Class A shares and 39,658 Class B shares, which are not included.
(8) Mr. Poth was Vice Chairman of Delaware North Companies, Incorporated from
November 1991 until he retired in December 1992, and was its President from
February 1, 1989 to October 31, 1991. From July 1983 to December 1987, he
was Executive Vice President -- Administration, and from December 1, 1987 to
February 1, 1989, he was a business consultant for that company.
(9) Does not include shares held by spouses, or as custodian or trustee for
minors, as to which beneficial interest has been disclaimed, or shares held
under the "Moog Family Agreement as to Voting" described on page 3. Includes
161,520 Class A shares subject to currently exercisable options or options
which become exercisable within 60 days. Officers and directors of the
Company have entered into an agreement among themselves and with the
Company's Savings and Stock Ownership Plan (the "SSOP"), the Employees'
Retirement Plan and the Company, which provides that prior to selling Class
B shares obtained through exercise of a non-statutory option, the remaining
officers and directors, the SSOP, the Employees' Retirement Plan and the
Company have an option to purchase the shares being sold.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended September 26, 1998, all executive officers and
directors of the Company timely filed with the Securities and Exchange
Commission all required reports regarding their beneficial ownership of Company
securities except Mr. Kayser, who inadvertently made late filings of his initial
beneficial ownership report following his election as a director in February,
1998 and his report of a grant of stock options made to him under the 1998 Stock
Option Plan.
5
<PAGE>
OTHER DIRECTORSHIPS
Directors of the Company are presently serving on the following boards of
directors of other publicly traded companies:
<TABLE>
<CAPTION>
NAME OF DIRECTOR COMPANY
- ---------------- -------
<S> <C>
Robert T. Brady......... M & T Bank Corporation; Seneca Foods Corporation; Acme
Electric Corporation; Astronics Corporation; National Fuel
Gas Company
Richard A. Aubrecht..... R. P. Adams Company, Inc.
Kraig H. Kayser......... Seneca Foods Corporation
</TABLE>
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
From September 28, 1997 to September 26, 1998, the Board of Directors held
four meetings. Standing committees of the Board of Directors and the number of
meetings they each held were as follows:
<TABLE>
<CAPTION>
NUMBER OF
COMMITTEES MEETINGS MEMBERS
- ---------- --------- -------
<S> <C> <C>
Audit...................... 2 Messrs. Hendrick, McIlraith, Poth, Kayser and Myers
Executive.................. 0 Messrs. Aubrecht, Banta, Brady, Green, Maskrey and
Poth
Executive Compensation..... 1 Messrs. Hendrick, McIlraith, Poth, Myers and Kayser
Stock Option............... 1 Messrs. Hendrick, McIlraith, Poth, Myers and Kayser
</TABLE>
Every member of the Board of Directors attended at least 75% of meetings of
the Board of Directors and of all committees on which he served.
The Executive Committee, between meetings of the Board of Directors and to
the extent permitted by law, exercises all of the powers and authority of the
Board in the management of the business of the Company. The Executive
Compensation Committee determines the compensation of corporate officers and
oversees the compensation of top management of the Company. The Stock Option
Committee is responsible for the administration of the stock option plans of the
Company and recommends to the Board of Directors proposed recipients of stock
options. The Audit Committee recommends the engaging and discharging of the
independent auditors, acts as liaison between the independent auditors and the
Board of Directors, and oversees the Company's internal accounting controls. The
Board of Directors does not have a Nominating Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEE FOR CLASS B
DIRECTOR AND THE NOMINEE FOR CLASS A DIRECTOR.
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee (the "Compensation Committee")
determines the compensation of corporate officers and oversees the
administration of executive compensation programs. The Compensation Committee is
composed solely of independent, nonemployee directors of the Company. Messrs.
McIlraith, Poth, Hendrick, Myers and Kayser served on the Compensation Committee
for the past fiscal year. The Compensation Committee is responsible for all
elements of executive compensation including base salary, management profit
sharing and other benefit programs for key executives.
The goals of the Company's executive compensation program are to:
1. Pay competitively to attract, retain and motivate superior
executives who must operate in a highly competitive and technologically
specialized environment,
2. Relate total compensation for each executive to overall Company
performance as well as individual performance, and
3. Align executives' performance and financial interests with
shareholder value.
6
<PAGE>
It is the Company's policy to consider the deductibility of executive
compensation under applicable income tax rules, as one of many factors used to
make specific compensation determinations consistent with the goals of the
Company's executive compensation program. Presently and for the foreseeable
future, Section 162(m) of the Internal Revenue Code, relating to the
nondeductibility of individual annual executive compensation payments in excess
of $1 million, will not cause any compensation to be paid by the Company to be
nondeductible.
SALARIES
Base salary ranges are developed after considering the recommendations of
professional compensation consultants who conduct annual compensation surveys of
similar companies. Base salaries within these ranges are targeted to be above
average and competitive in relation to salaries paid for similar positions in
comparable companies. On an annual basis, the Compensation Committee reviews
management recommendations for executives' salaries utilizing the results of
survey data for comparable executive positions. Individual salary determinations
within the established ranges are made based on position accountabilities,
experience, sustained individual performance, overall Company performance, and
peer comparisons inside and outside the Company, with each factor being weighed
reasonably in relation to other factors.
MANAGEMENT PROFIT SHARING PLAN
Under the Management Profit Sharing Plan, which is a part of an overall
Employee Profit Sharing Plan approved by the Board of Directors, an individual
executive's annual profit share is determined by multiplying the base salary by
the product of the Company's net margin and a multiple which varies with the
executive's accountabilities. The Company uses net margin as the performance
parameter because it is the principal determinant of Return on Investment and
its measurement is clear. The annual net margin is not affected by other
complicating factors in the Company's financial structure.
There is no management profit share paid unless the Company's net margin is
at least 2% for the fiscal year. This plan is intended to motivate executives
toward the achievement of goals which are directly aligned with shareholder
interests. Officers of the Company participate in this plan with all other key
executives. There have been fiscal years when management has temporarily
suspended the entire profit share plan or paid only a portion of the plan.
Normal full management profit share was paid to executives for fiscal year 1998.
Such profit share was payable to executive officers on January 4, 1999, the date
the Compensation Committee established for payment, provided the executive was
employed by the Company on that date.
STOCK OPTIONS
Stock option plans are used to relate the long-term financial interests of
executives with those of shareholders.
The Company had an Incentive Stock Option Plan and a Non-Statutory Stock
Option Plan, both of which expired on December 31, 1992. Options granted under
these plans and shown in the Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option Values Table on page 11 remain outstanding. All stock
options granted under these plans were priced at the fair market value of the
underlying stock as of the date of the grant.
The shareholders of the Company, on February 11, 1998, approved a new Stock
Option Plan providing for the grant of options which may be "Incentive Stock
Options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended or non-qualified stock options, or a combination of both, as
determined by the Stock Option Committee. The Stock Option Plan, which will
terminate on December 31, 2007, covers a total of 600,000 shares of the
Company's Class A common stock, $1.00 par value, reserved for the grant of
options to directors, officers, and other key employees. The Stock Option Plan
provides that the option price shall be at least equal to the fair market value
of the Company's Class A common stock at the time of the grant. The Plan is
administered by a committee appointed by the Board of Directors comprised of at
least two directors, each of whom is a "Disinterested Board Member."
7
<PAGE>
During fiscal year 1998, Messrs. Brady, Green, Maskrey, Banta and Aubrecht
received options for 8,000, 6,000, 6,000, 6,000 and 6,000 shares, respectively,
and all executive officers as a group received options for a total of 60,500
shares. The options granted have an exercise price of $33.875 and are
exercisable not less than one year and ending not more than ten years after the
date upon which they were granted. See page 10 for table of Option Grants in
Last Fiscal Year.
OTHER COMPENSATION PLANS
In order that the total aggregated compensation package provided officers
meets the Company's goals, officers are provided certain additional benefit
plans as discussed on pages 10 thru 13. These plans are comparable to those
provided to executives in companies surveyed by the Company's professional
compensation consultants.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Compensation Committee determines the Chief Executive Officer's salary
and other compensation elements based on performance. The salary is established
within a salary range recommended by an independent compensation consulting
firm.
The Company has closely managed its business plans over the past several
years in response to changing demands in a more competitive global marketplace.
The Company has also completed several strategic acquisitions which strengthened
its market position. The management actions have resulted in continuing
improvement of overall financial performance. The fiscal year 1998 results again
improved significantly over the prior year. In view of the Company's strong
performance, the Compensation Committee granted salary increases to the Chief
Executive Officer and other officers in 1998.
Mr. Brady has been Chief Executive Officer since 1988, and Chairman since
1996. His dedicated leadership continues to be a vital guiding force for the
Company in meeting the challenges of today's diverse global business
environment. His efforts not only have resulted in improved Company performance
during fiscal 1998, but also have positioned the Company for continued success
in the future.
The Compensation Committee believes that its actions have been an effective
implementation of the Company's overall compensation policies.
John D. Hendrick
Peter P. Poth
Kraig H. Kayser
Kenneth J. McIlraith
Albert F. Myers
8
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
1993 - 1998
The following graph compares the cumulative total shareholder return on the
Company's Class A Common Stock with that of the AMEX Market Value Index, a major
market index of the American Stock Exchange, and the S&P Aerospace/Defense
Index, an industry index published by Standard and Poor's Corporation. The
comparison for each of the periods assumes that $100 was invested on September
30, 1993 in each of the Company's Class A Common Stock, the stocks included in
the AMEX Market Value Index and the stocks included in the S&P Aerospace/Defense
Index. These indices, which reflect formulas for dividend reinvestment and
weighting of individual stocks, do not necessarily reflect returns that could be
achieved by individual investors.
[STOCK PRICE PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------
9/93 9/94 9/95 9/96 9/97 9/98
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MOOG INC. 100 102 184 295 523 380
S&P AEROSPACE/DEFENSE 100 112 172 236 292 217
AMEX MARKET VALUE 100 100 118 124 156 141
</TABLE>
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following tabulation shows information concerning the compensation for
services in all capacities to the Company for the fiscal years ended September
26, 1998, September 27, 1997 and September 30, 1996 of the Chief Executive
Officer and the other four most highly compensated executive officers at
September 26, 1998 (the "Named Executives").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION SECURITIES
--------------------------------- UNDERLYING ALL OTHER
SALARY BONUS OTHER OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) (#) ($)(2)
- --------------------------- ---- ------- ------- ------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady..................... 1998 454,354 117,684 10,501 8,000 5,188
Chairman of the Board, 1997 403,918 65,586 10,382 0 5,188
President, Chief Executive Officer 1996 362,473 33,601 10,234 0 5,188
Joe C. Green........................ 1998 289,301 73,950 3,118 6,000 4,828
Executive Vice President, 1997 272,925 43,603 3,098 0 4,486
Chief Administrative Officer 1996 257,769 23,950 3,208 0 44,105
Robert H. Maskrey................... 1998 264,984 67,735 11,522 6,000 5,456
Vice President 1997 250,186 39,938 10,579 0 5,058
1996 236,646 21,937 9,719 0 3,458
Robert R. Banta..................... 1998 260,924 66,697 7,512 6,000 4,288
Executive Vice President, 1997 246,155 39,326 7,761 0 2,629
Chief Financial Officer 1996 232,485 21,600 6,156 0 2,514
Richard A. Aubrecht................. 1998 249,552 63,790 4,781 6,000 5,098
Vice Chairman of the Board, 1997 235,427 37,612 5,250 0 4,889
Vice President 1996 223,123 20,659 2,942 0 4,758
</TABLE>
- ---------------
(1) Such bonuses were payable on January 4, 1999, the date the Compensation
Committee established for payment, provided the executive was employed by
the Company on that date.
(2) Amounts shown for 1998 include $0, $0, $987, $0 and $2,469 representing
Company matching contributions to the Company's Savings and Stock Ownership
Plan, and $5,188, $4,828, $4,468, $4,288 and $2,629 representing premiums on
group life insurance, paid by the Company on behalf of Messrs. Brady, Green,
Maskrey, Banta and Aubrecht, respectively.
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information as to grants of stock options made during the
fiscal year ended September 26, 1998 to the Named Executives. No Stock
Appreciation Rights (SARs) were granted during the fiscal year.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL RATES
-------------------------------------------------- OF STOCK PRICE APPRECIATION
NUMBER OF % OF TOTAL FOR OPTION TERM ($)(2)
SECURITIES OPTIONS ---------------------------
UNDERLYING GRANTED TO EXERCISE ASSUMED ASSUMED
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION APPRECIATION APPRECIATION
NAME GRANTED(1) FISCAL YEAR SHARE ($) DATE OF 5% OF 10%
- ---- ---------- ------------ --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady................. 8,000 5.14% 33.875 2/8/08 170,440 431,880
Joe C. Green.................... 6,000 3.86% 33.875 2/8/08 127,830 323,910
Robert H. Maskrey............... 6,000 3.86% 33.875 2/8/08 127,830 323,910
Robert R. Banta................. 6,000 3.86% 33.875 2/8/08 127,830 323,910
Richard A. Aubrecht............. 6,000 3.86% 33.875 2/8/08 127,830 323,910
</TABLE>
- ---------------
(1) Only Class A stock options were granted in fiscal 1998. These options become
exercisable in annual installments of 2,940 shares beginning on the first
anniversary of the date of grant.
(2) Potential realizable values are based on the assumed annual growth rates for
the ten-year option term. 5% annual growth would result in a stock price of
$55.18 per share and 10% would result in a stock price of $87.86 per share.
The amounts set forth are not intended to forecast future appreciation, if
any, of the
10
<PAGE>
stock price, which will depend on market conditions and the Company's future
performance and prospects.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Shown below is information concerning exercises of options and Stock
Appreciation Rights ("SARs") by the Named Executives during fiscal year 1998 and
the number and value of their unexercised options at fiscal year-end. All
options exercised in fiscal 1998 were options granted ten years ago. This
information includes options and SARs granted under the Company's Incentive
Stock Option Plan and Non-Statutory Stock Option Plan, both of which terminated
on December 31, 1992, and options granted under the 1998 Stock Option Plan,
which was approved by shareholders in February, 1998.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES ACQUIRED AT FISCAL AT FISCAL
ON EXERCISE(1) YEAR-END YEAR-END($)
------------------------------- --------------------------- ------------
CLASS B CLASS A CLASS A CLASS A
NAME CLASS A & SAR'S REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE
- ---- ------- ------- ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Brady................. 13,000 34,000 1,093,375 32,000 8,000 708,685
Joe C. Green.................... 6,000 34,000 830,500 16,000 6,000 348,125
Robert H. Maskrey............... 13,000 34,000 898,875 27,500 6,000 608,563
Robert R. Banta................. 0 0 0 0 6,000 0
Richard A. Aubrecht............. 13,000 34,000 1,129,250 27,500 6,000 608,563
</TABLE>
- ---------------
(1) Class B options were exercisable in tandem with SARs.
EMPLOYEES' RETIREMENT PLAN
Under the Company's Employees' Retirement Plan, benefits are payable
monthly upon retirement to participating employees of the Company based upon
compensation and years of service and subject to limitations imposed by the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Employees'
Retirement Plan is administered by a Retirement Plan Committee and covers all
employees with one year of service and a minimum of 1,000 hours of employment.
Benefits payable under the Plan are determined on the basis of compensation
and credited years of service. It is a career average plan. Effective January 1,
1998, Plan compensation for prior service as of October 1, 1990, is the base
annual rate of pay, plus overtime pay and shift differential compensation for
calendar year 1989, or the base annual rate of pay as of January 1, 1988, if
higher. Future service compensation is the basic annual rate of pay for the
preceding plan year plus overtime and shift differential compensation, limited
to $200,000 (as indexed) through September 30, 1994, and $150,000 (as indexed)
thereafter.
The prior service benefit is 1.15% of the first $20,000 of prior service
compensation, plus 1.75% of the excess, multiplied by prior service, but not
less than the accrued benefit as of September 30, 1990, determined under the
prior Plan.
The future service benefit for each year of credited service is 1.15% of
the first $20,000 of future service compensation for such year, plus 1.75% of
the excess. Any participant with five years or more of service receives a
minimum pension of $2,400 per year, reduced pro rata for credited service of
less than 15 years.
11
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN
The Company also has a Supplemental Retirement Plan applicable to eligible
officers of the Company with at least 10 years of continuous service upon
retirement at age 65 or older.
The Supplemental Retirement Plan provides benefits for an eligible officer
at age 65 with 25 years of service equal to 65% of the average of the highest
consecutive three year base salary of such officer prior to retirement, less any
benefits payable under the Employees' Retirement Plan, and also less the primary
Social Security benefit of such officer at age 65. An officer 60 or more years
of age, whose combined chronological age and years of service equal or exceed
90, may elect early retirement and receive reduced benefits. A reduced benefit
is available for officers 65 years of age with between 10 and 25 years of
service.
A participant's benefits are vested in the event of an involuntary
termination of employment other than for active wrongdoing or other grievous
cause. For purposes of the Supplemental Retirement Plan, a change in duties,
responsibilities, status, pay or perquisites which follows a change in ownership
or control of the Company is deemed an involuntary termination.
The projected annual benefits, assuming level continuation of earnings,
payable at normal retirement age for each of the Named Executives under the
Employees' Retirement Plan and the Supplemental Retirement Plan are:
<TABLE>
<CAPTION>
PROJECTED ANNUAL
BENEFIT
PAYABLE AT NORMAL
NAME RETIREMENT AGE
- ---- -----------------
<S> <C>
Robert T. Brady.............................. $286,402
Joe C. Green................................. 173,663
Robert H. Maskrey............................ 157,624
Robert R. Banta.............................. 155,007
Richard A. Aubrecht.......................... 147,461
</TABLE>
EMPLOYMENT TERMINATION BENEFITS AGREEMENTS
Certain executive officers of the Company, including those named in the
Summary Compensation Table, have entered into Employment Termination Benefits
Agreements with the Company.
The Employment Termination Benefits Agreements provide that upon death,
disability or retirement, the executive will receive those benefits provided to
him by the Company under all its benefit plans. Where employment is terminated
for cause, the executive is entitled to the cash equivalent of any accrued
extended vacation, but is not entitled to participate in any profit sharing
award or incentive compensation payable after the date of termination. In such
circumstances, the right to exercise any stock options is also terminated. Upon
a voluntary termination, the executive receives employment benefits up to the
date of termination, as well as the cash value of any extended vacation benefits
and stock options may be exercised. In the event of a voluntary termination, the
executive is not entitled to receive any profit sharing award payable after
termination.
Upon an involuntary termination, the executive is immediately vested under
the Employees' Retirement Plan and Supplemental Retirement Plan and is entitled
to receive for one year, certain perquisites and insurance benefits. The
executive also receives amounts otherwise payable under the Management Profit
Sharing Plan. Stock options may be exercised, or if not then exercisable, the
executive is entitled to cash in an amount equal to the difference between the
then current market value of the Company Common Stock underlying the option and
the option's exercise price. The executive is entitled to accrued extended
vacation benefits, as well as to the continuation of base compensation for
between 12 and 36 months, based on years of service. Where involuntary
termination occurs by reason of a change in control of the Company, the
executive receives the benefits otherwise provided for an involuntary
termination, with accelerated vesting of compensation continuation.
12
<PAGE>
During the term of the Employment Termination Benefits Agreements, and in
the event of involuntary termination upon a change of control, until the last
payment to the executive is made under the Employment Termination Benefits
Agreements, the executive may not compete with the Company.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On October 25, 1998, the Company renewed an officers and directors
indemnification insurance policy written by The Chubb Group. The renewal was for
a one-year period at an annual premium of $92,500. The policy provides
indemnification benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed liability arising out
of their conduct in such capacities. No payments or claims of indemnification or
expenses have been made under any such insurance policies purchased by the
Company at any time.
COMPENSATION OF DIRECTORS
Non-employee directors are paid $1,667 per month and reimbursed for
expenses incurred in attending Board and committee meetings. They received
aggregate remuneration of $127,336 for the fiscal year ended September 26, 1998
including all fees paid to Warren B. Cutting, Director Emeritus.
The Company's 1998 Stock Option Plan provides that options to purchase
Class A shares may be granted to non-employee directors of the Company. During
fiscal year 1998, Messrs. Hendrick, Kayser, McIlraith, Myers and Poth each were
granted options to purchase 500 Class A shares at an exercise price per share
equal to the fair market value of a Class A share on the date of grant. The
options were granted for a period of ten years and become exercisable on the
first anniversary of the grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Hendrick, McIlraith, Poth, Myers and Kayser served on the
Compensation Committee for the past fiscal year. Mr. Kayser is also President
and Chief Executive Officer, a director and a major shareholder of Seneca Foods
Corporation ("Seneca"). Mr. Brady, the Company's Chairman, President and Chief
Executive Officer, is a director of Seneca.
INDEPENDENT AUDITORS
The Board of Directors, on recommendation of the Audit Committee, has
selected KPMG Peat Marwick LLP, independent certified public accountants, to
continue as independent auditors of the Company for fiscal year 1999.
Representatives of KPMG Peat Marwick LLP are expected to attend the shareholders
meeting, will be available to respond to appropriate questions and will be given
the opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF KPMG PEAT
MARWICK LLP AS AUDITORS FOR FISCAL YEAR 1999.
PROPOSALS OF SHAREHOLDERS FOR 2000 ANNUAL MEETING
To be considered for inclusion in the proxy materials for the 2000 Annual
Meeting of Shareholders, shareholder proposals must be received by the Secretary
of the Company prior to September 14, 1999. With respect to shareholder
proposals not submitted for inclusion in the proxy materials for that meeting,
if notice of such a proposal is not received prior to November 28, 1999, the
Company retains discretion to vote proxies it receives. If notice is received
prior to November 28, 1999, discretionary voting authority may be exercised by
the Company provided (1) the Company includes in its proxy statement advice on
the nature of the proposal and how it intends to exercise its voting discretion
and (2) the proponent does not issue a proxy statement.
13
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at this meeting other than those specifically
referred to in this Proxy Statement. If other matters properly come before the
meeting, it is intended that the holders of the proxies will act with respect
thereto in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the Company. The
Company may request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting material to the beneficial owners of stock held of record,
and will reimburse such persons for any reasonable expense in forwarding the
material. In addition, officers, directors and employees of the Company may
solicit proxies personally or by telephone and will not receive any additional
compensation.
Copies of the 1998 Annual Report of the Company are being mailed to
shareholders, together with this Proxy Statement, proxy card and Notice of
Annual Meeting of Shareholders. Additional copies may be obtained from the
Treasurer of the Company, East Aurora, New York 14052.
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: East Aurora, New York
January 11, 1999
14
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 10, 1999
9:15 a.m.
Albright Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 10, 1999 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby appoints Richard A. Aubrecht,
Robert T. Brady and John B. Drenning, and each of them, attorneys
and proxies each with full power of substitution, to vote all
shares of Class A common stock of MOOG INC. held by the
undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 10, 1999, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated below, all in accordance with and as more fully described
in the accompanying Proxy Statement.
It is understood that this proxy may be revoked at any time
insofar as it has not been exercised and that the shares may be
voted in person if the undersigned attends the meeting.
The Class A shares represented by this proxy will be voted
as directed below, or if no direction is given, they will be
voted FOR the nominees listed in item 1 and FOR item 2.
(See Reverse)
<PAGE>
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2002
Robert T. Brady
No. 1 The Board of Directors
Election of Director recommends that you vote
FOR WITHHOLD FOR:
the nominee AUTHORITY
for the nominee No. 2
[ ] [ ] Ratification of KPMG Peat
Marwick as auditors for
fiscal year 1999
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 1999
In their discretion, the (Month) (Day)
proxies are authorized to
vote upon any other
matters of business which
may properly come before
the meeting, or any (Signature of Participant(s))
adjournment(s) thereof.
These confidential voting
instructions will be seen by
authorized personnel of the Trustee
and Transfer Agent. Please sign,
date and return your voting card by
2/7/99 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 10, 1999
9:15 a.m.
Albright Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 10, 1999 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby appoints Richard A. Aubrecht,
Robert T. Brady and John B. Drenning, and each of them, attorneys
and proxies each with full power of substitution, to vote all
shares of Class B common stock of MOOG INC. held by the
undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 10, 1999, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated below, all in accordance with and as more fully described
in the accompanying Proxy Statement.
It is understood that this proxy may be revoked at any time
insofar as it has not been exercised and that the shares may be
voted in person if the undersigned attends the meeting.
The Class B shares represented by this proxy will be voted
as directed below, or if no direction is given, they will be
voted FOR the nominees listed in item 1 and FOR item 2.
(See Reverse)
<PAGE>
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTOR - TERM EXPIRING IN 2002
Joe C. Green
No. 1 The Board of Directors
Election of Director recommends that you vote
FOR WITHHOLD FOR:
the nominee AUTHORITY
for the nominee No. 2
[ ] [ ] Ratification of KPMG Peat
Marwick as auditors for
fiscal year 1999
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 1999
In their discretion, the (Month) (Day)
proxies are authorized to
vote upon any other
matters of business which
may properly come before
the meeting, or any (Signature of Participant(s))
adjournment(s) thereof.
These confidential voting
instructions will be seen by
authorized personnel of the Trustee
and Transfer Agent. Please sign,
date and return your voting card by
2/7/99 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 10, 1999
9:15 a.m.
Albright Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 10, 1999 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs Marine Midland Bank, Trustee
of the MOOG INC. Savings & Stock Ownership Plan, to vote all
shares of Class A common stock of MOOG INC. held for the benefit
of the undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 10, 1999, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated on the reverse side of this card, all in accordance with
and as more fully described in the accompanying Proxy Statement.
The Class A shares represented by this proxy will be voted
as directed on the reverse side of this card, or if no direction
is given, they will be voted by the Trustee as directed by the
Investment Committee of the Plan. Your vote will be kept
confidential.
(See Reverse)
<PAGE>
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2002
Robert T. Brady
No. 1 The Board of Directors
Election of Director recommends that you vote
FOR WITHHOLD FOR:
the nominee AUTHORITY
for the nominee No. 2
[ ] [ ] Ratification of KPMG Peat
Marwick as auditors for
fiscal year 1999
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 1999
In their discretion, the (Month) (Day)
proxies are authorized to
vote upon any other
matters of business which
may properly come before
the meeting, or any (Signature of Participant(s))
adjournment(s) thereof.
These confidential voting
instructions will be seen by
authorized personnel of the Trustee
and Transfer Agent. Please sign,
date and return your voting card by
2/7/99 in the enclosed envelope
which requires no postage.
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 10, 1999
9:15 a.m.
Albright Knox Art Gallery
1285 Elmwood Avenue
Buffalo, New York
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
MOOG INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
FEBRUARY 10, 1999 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs Marine Midland Bank, Trustee
of the MOOG INC. Savings & Stock Ownership Plan, to vote all
shares of Class B common stock of MOOG INC. held for the benefit
of the undersigned and entitled to vote at the Annual Meeting of
Shareholders to be held on February 10, 1999, and at all
adjournments thereof, in the transaction of such business as may
properly come before the meeting, and particularly the matters
stated on the reverse side of this card, all in accordance with
and as more fully described in the accompanying Proxy Statement.
The Class B shares represented by this proxy will be voted
as directed on the reverse side of this card, or if no direction
is given, they will be voted by the Trustee as directed by the
Investment Committee of the Plan. Your vote will be kept
confidential.
(See Reverse)
<PAGE>
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTOR - TERM EXPIRING IN 2002
Joe C. Green
No. 1 The Board of Directors
Election of Director recommends that you vote
FOR WITHHOLD FOR:
the nominee AUTHORITY
for the nominee No. 2
[ ] [ ] Ratification of KPMG Peat
Marwick as auditors for
fiscal year 1999
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 1999
In their discretion, the (Month) (Day)
proxies are authorized to
vote upon any other
matters of business which
may properly come before
the meeting, or any (Signature of Participant(s))
adjournment(s) thereof.
These confidential voting
instructions will be seen by
authorized personnel of the Trustee
and Transfer Agent. Please sign,
date and return your voting card by
2/7/99 in the enclosed envelope
which requires no postage.
<PAGE>
