UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 26, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _________ to _________
Commission file number 1-5129
MOOG INC.
(Exact Name of Registrant as Specified in its Charter)
New York 16-0757636
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
No.)
East Aurora, New York 14052-0018
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (716)652-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
on Which Registered
Title of Each Class Which Registered
Class A Common Stock, $1.00 Par Value American Stock Exchange
Class B Common Stock, $1.00 Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will be contained, to the best of
the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
- 1 -
<PAGE>
The aggregate market value of the Common Stock outstanding and held
by non-affiliates (as defined in Rule 405 under the Securities Act
of 1933) of the registrant, based upon the closing sale price of
the Common Stock on the American Stock Exchange on December 10,
1998 was approximately $223.6 million.
The number of shares of Common Stock outstanding as of the close of
business on December 10, 1998 was: Class A 7,295,808; Class B
1,635,339.
The Documents listed below have been incorporated by reference into
this Annual Report on Form 10-K:
(1) Specific sections of the Annual Report to Shareholders
for the fiscal year ended September 26, 1998 (the "1998
Annual Report")
(2) Specific sections of the January 1999 Proxy Statement to
Shareholders (the "1999 Proxy")
- 2 -
<PAGE>
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K
3. EXHIBITS
Exhibit No.
23 Consent of Accountants
99 Information, Financial Statements and Exhibits
required by Form 11-K for the Moog Inc. Savings and
Stock Ownership Plan
- 3 -
<PAGE>
SIGNATURE PAGE
The undersigned registrant hereby amends the following items,
financial statements and exhibits of its Annual Report for its
fiscal year ended September 26, 1998 on Form 10-K as set forth in
the pages attached hereto:
To file as Exhibit 99 the Information, Financial
Statements and Exhibits required by Form 11-K
for the Moog Inc. Savings and Stock Ownership Plan.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunder duly authorized.
MOOG INC.
By /s/William P. Burke
William P. Burke,
Treasurer
Dated: March 29, 1999
- 4 -
<PAGE>
MOOG INC.
Index to Exhibits
Exhibit No. Description Page Number
23 Consent of Accountants
99 Information, Financial
Statements and Exhibits
required by Form 11-K
for the Moog Inc.
Savings and Stock
Ownership Plan
- 5 -
<PAGE>
Exhibit 23
Consent of Accountants
- 6 -
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Moog Inc.:
We consent to the incorporation by reference in the Registration
Statements (No. 33-62968, 33-20069, 33-33958, 33-36722, 33-36721,
33-57131 and 333-73439) on Form S-8 of Moog Inc. of our report
dated March 23, 1999, relating to the statements of net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1998 and 1997, and the related statements
of changes in net assets available for benefits for the years then
ended which report appears in Amendment No. 1 to the Form 10-K of
Moog Inc. for the year ended September 26, 1998.
/s/ KPMG LLP
Buffalo, New York
March 26, 1999
- 7 -
<PAGE>
Exhibit 99
Moog Inc. Savings and Stock Ownership Plan
Financial Statements and Schedules
- 8 -
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Financial Statements and Schedules
September 30, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Index
Page
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1998 2
Statement of Net Assets Available for Benefits with
Fund Information as of September 30, 1997 3
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended September 30, 1998 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended September 30, 1997 5
Notes to Financial Statements 6
Schedule
1 Item 27a - Schedule of Assets Held for
Investment Purposes - September 30, 1998 12
2 Item 27d - Schedule of Reportable
Transactions - Year ended September 30, 1998 13
<PAGE>
Independent Auditors' Report
The Plan Administrator
Moog Inc. Savings and Stock Ownership Plan:
We have audited the financial statements of Moog Inc. Savings and
Stock Ownership Plan as of September 30, 1998 and 1997 and for
the years then ended as listed in the accompanying index. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Moog Inc. Savings and Stock Ownership
Plan as of September 30, 1998 and 1997, and the changes in net
assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. Supplemental
schedules 1 and 2 are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
March 23, 1999
<PAGE>
Statement of Net Assets Available for Benefits
with Fund Information 1998, p. 2
Statement of Net Assets Available for Benefits
with Fund Information 1997, p. 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information 1998, p. 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information 1997, p. 5
<PAGE>
<TABLE>
<CAPTION>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1998
Savings Component Stock Ownership Component
-------------------------------------------------------------------------------------- ----------------------------
Allied
Fixed Common Signal
interest stock Balanced stock Index Growth Global Loan
Assets fund fund fund fund fund fund fund fund Allocated Unallocated Total
-------- ------- ------ -------- ------- ------ ------ ------ --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments
(note 3):
At fair value:
Vanguard
Windsor
fund
(cost of
$29,097,576)$ - 28,681,458 - - - - - - - - 28,681,459
Fidelity
Puritan
fund (cost
of
$10,213,505) - - 10,688,616 - - - - - - - 10,688,616
AlliedSignal
Inc. common
stock (cost
of
$8,193,928) - - - 13,863,710 - - - - - - 13,863,710
<PAGE>
Vanguard
Index TR500
portfolio
(cost of
$5,364,531) - - - - 5,398,985 - - - - - 5,398,985
Putnam New
Opportunities
fund (cost of
$2,061,618) - - - - - 2,044,410 - - - - 2,044,410
Janus World-
wide fund
(cost of
$3,882,200) - - - - - - 3,754,430 - - - 3,754,430
Employee
loans
receivable - - - - - - - 496,431 - - 496,431
Moog Inc. Class
A common
stock (cost of
$3,778,994) - - - - - - - - 5,010,586 - 5,010,586
Moog Inc. Class
B common
stock (cost of
$6,836,598) - - - - - - - - 16,032,073 154,294 16,186,367
Guaranteed
investment
contracts (at
contract
value) 23,255,813 - - - - - - - - - 23,255,813
----------- --------- ---------- ---------- --------- --------- --------- ------- ---------- ------- -----------
Total
investments 23,255,813 28,681,458 10,688,616 13,863,710 5,398,985 2,044,410 3,754,430 496,431 21,042,659 154,294 109,380,806
<PAGE>
Accrued
investment
income 504 - - 282 - - - - 1,215 - 2,001
Cash 131,917 - - 84,376 - - - - 369,585 - 585,878
----------- --------- ---------- ---------- --------- --------- --------- ------- ---------- ------- -----------
23,388,234 28,681,458 10,688,616 13,948,368 5,398,985 2,044,410 3,754,430 496,431 21,413,459 154,294 109,968,685
Liabilities
Note payable
(note 4) - - - - - - - - - 74,432 78,432
----------- --------- ---------- ---------- --------- --------- --------- ------- ---------- ------- -----------
Net assets
available
for benefits $23,388,234 28,681,458 10,688,616 13,948,368 5,398,985 2,044,410 3,754,430 496,431 21,413,459 75,862 109,890,253
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Net Assets Available for Benefits
with Fund Information
September 30, 1997
Savings Component Stock Ownership Component
-------------------------------------------------------------------------------------- ----------------------------
Allied
Fixed Money Common Signal
interest market stock Balanced stock Index Growth Global Loan Unallo-
fund fund fund fund fund fund fund fund fund Allocated cated Total
-------- ------- ------ -------- ------- ------ ------- ------- ------ --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Invest-
ments
(note 3):
At
fair
value:
Marine
Midland
Bank
collec-
tive
trust
fund $ - 3,469,137 - - - - - - - - - 3,469,137
Vanguard
Windsor
fund
(cost of
$25,805,422) - - 36,689,991 - - - - - - - - 36,689,991
<PAGE>
Fidelity
Puritan
fund (cost
of
$7,440,765) - - - 8,763,257 - - - - - - - 8,763,257
Allied
Signal,
Inc.
common
stock
(cost of
$8,524,845) - - - - 17,718,505 - - - - - - 17,718,505
Vanguard
Index
TR 500
portfolio
(cost of
$1,097,525) - - - - - 1,239,489 - - - - - 1,239,489
Putnam
New
Opportu-
nities
fund
(cost of
$907,493) - - - - - - 1,093,348 - - - - 1,093,348
Janus
World-
wide
fund
(cost of
$1,768,372) - - - - - - - 2,000,129 - - - 2,000,129
Employee
loans
receivable - - - - - - - - 154,387 - - 154,387
<PAGE>
Moog Inc.
Class A
common
stock
(cost of
$2,465,420) - - - - - - - - - 5,901,141 - 5,901,141
Moog Inc.
Class B
common
stock
(cost of
$6,876,247) - - - - - - - - - 18,333,393 1,724,736 20,058,129
Guaranteed
investment
contracts
(at contract
value)17,842,865 - - - - - - - - - - 17,842,865
---------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Total
invest-
ments 17,842,865 3,469,137 36,689,991 8,763,257 17,718,505 1,239,489 1,093,348 2,000,129 154,387 24,234,534 1,724,736 114,930,378
Accrued
Invest-
ment
income 6 15,521 95 10 208 3 2 3 - 18 - 15,866
Cash - - 45,922 8,516 5,513 - - - - 14,187 46 74,184
---------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Total
assets17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 1,724,782 115,020,428
<PAGE>
Liabilities
Note
payable
(note 4) - - - - - - - - - - 1,046,454 1,046,454
---------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Net
assets
available
for
bene-
fits $17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 678,328 113,973,974
=========== ========= ========== ========= ========== ========= ========= ========= ======= ========== ======= ===========
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Changes in Net Assets Available for Benefits
with Fund Information
Year Ended September 30, 1998
Savings Component Stock Ownership Component
-------------------------------------------------------------------------------------- ----------------------------
Allied
Fixed Money Common Signal
interest market stock Balanced stock Index Growth Global Loan Unallo-
fund fund fund fund fund fund fund fund fund Allocated cated Total
-------- ------- ------ -------- ------- ------ ------- ------- ------ --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee
contribu-
tions $1,194,304 176,047 3,050,197 988,790 - 868,356 473,352 764,385 - 2,058,288 - 9,573,719
Employer
contri-
butions - - - - - - - - - - 282,578 282,578
Roll-
over
contri-
butions
(note
1(a)) 1,958 1,511 173,414 40,030 348 163,933 159,348 103,399 - 32,578 - 676,519
_________ _______ _________ ________ _____ ________ _______ _______ ______ ________ _______ _________
Total
Contribu-
tions 1,196,262 177,558 3,223,611 1,028,820 348 1,032,289 632,700 867,784 - 2,090,866 282,578 10,532,816
-3-
<PAGE>
Net
invest-
ment
income
(loss)
includ-
ing
unreal-
ized
appre-
ciation
depre-
ciation)
ofinvest-
ments 1,220,597 126,045 (4,959,953) 516,618(2,642,411) (32,296) (161,939) (176,806) 740(5,378,042) (8,767)(11,496,214)
---------- ------- --------- -------- --------- ------ ------- ------- --- --------- ------- ----------
2,416,859 303,603 (1,736,342)1,545,438(2,642,063) 999,993 470,761 690,978 740(3,287,176) 273,811 (963,398)
Dist-
ribu-
tions (614,298) (106,331) (937,806) (61,719) (793,681) (41,072) (51,335) (68,267) - (428,568) - (3,103,077)
Inter-
est
ex-
pense - - - - - - - - - - (17,246) (17,246)
Trans-
fers
among
funds
and
loan
repay-
ments 3,742,802(3,681,930)(5,380,402) 433,114 (340,114)3,200,572 531,634 1,131,587 341,304 880,464 (859,031) -
--------- --------- --------- --------- ------- --------- --------- --------- ------- --------- ------- ----------
<PAGE>
In
crease
(de-
crease)
in net
assets
avail-
able
for
bene-
fits 5,545,363(3,484,658)(8,054,550)1,916,833(3,775,858)4,159,493 951,060 1,754,298 342,044(2,835,280) (602,466) (4,083,721)
Net
assets
avail-
able for
Benefits
Begin-
ning of
year 17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 678,328 113,973,974
---------- --------- ---------- --------- ---------- --------- --------- --------- ------- ---------- ------- -----------
End
of
year $23,388,234 - 28,681,458 10,688,616 13,948,368 5,398,985 2,044,410 3,754,430 496,431 21,413,459 75,862 109,890,253
========== ========= ========== ========== ========== ========= ========= ========= ======= ========== ====== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Statement of Changes Net Assets Available for Benefits
with Fund Information
September 30, 1997
Savings Component Stock Ownership Component
-------------------------------------------------------------------------------------- ----------------------------
Allied
Fixed Money Common Signal
interest market stock Balanced stock Index Growth Global Loan Unallo-
fund fund fund fund fund fund fund fund fund Allocated cated Total
-------- ------- ------ -------- ------- ------ ------- ------- ------ --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Employee
contri-
bu-
tions$ 1,147,247 301,935 2,974,540 916,262 - 135,327 119,590 178,425 - 1,559,304 - 7,332,630
Employer
contri-
bu-
tions - - - - - - - - - - 32,689 312,689
Rollover
contri-
butions
(note
1(a)) 642,125 37,931 928,086 405,041 - 220,834 189,330 264,755 - 76,744 - 2,764,846
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Total
contri-
butions
and
trans-
fers 1,789,372 339,866 3,902,626 1,321,303 - 356,161 308,920 443,180 - 1,636,048 312,689 10,410,165
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
<PAGE>
Investment
income:
Inter-
est 1,146,226 193,312 462 230 3,490 25 74 29 17,601 514 4 1,361,967
Divi-
dends 778 - 667,976 274,034 218,594 7,425 - - - - - 1,168,807
Net
appli-
cable
in fair
value of
invest-
ments,
including
realized
gains and
losses - - 9,653,745 1,528,798 4,143,353 147,709 185,854 231,757 - 9,916,409 739,420 26,551,045
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Net
invest-
ment
income 1,147,004 193,312 10,322,183 1,803,062 4,369,437 155,159 185,928 231,786 17,601 9,916,923 739,424 29,081,819
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
Total
addi-
tions 2,936,376 533,178 14,224,809 3,124,365 4,369,437 511,159 494,848 674,966 17,601 11,552,971 1,052,113 34,491,984
Distribu-
tions (1,239,348) (232,888)(1,205,371) (130,892)(1,391,856) (42,440) - (2,821) - (860,515) - (5,106,131)
Interest
expense - - - - - - - - - - (32,069) (32,069)
Transfers
among
funds and
loan
repay-
ments (502,652) (446,281) (520,526) (498,074) (556,038) 770,612 598,502 1,327,987 (205,789) 676,656 (644,397) -
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
<PAGE>
Increase
(decrease)
in net
assets
available
for
bene-
fits 1,194,376 (145,991)12,498,912 2,495,399 2,421,543 1,239,492 1,093,350 2,000,132 (188,188)11,369,112 375,647 34,353,784
Net
assets
available
for
benefits:
Beginning
of
year 16,648,495 3,630,649 24,237,096 6,276,384 15,302,683 - - - 342,575 12,879,627 302,681 79,620,190
----------- --------- ---------- --------- ---------- --------- --------- --------- -------- ---------- --------- -----------
End of
year $17,842,871 3,484,658 36,736,008 8,771,783 17,724,226 1,239,492 1,093,350 2,000,132 154,387 24,248,739 678,328 113,973,974
=========== ========= ========== ========= ========== ========= ========= ========= ======= ========== ======= ===========
</TABLE>
<PAGE>
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Notes to Financial Statements
September 30, 1998 and 1997
(1) Description of Plan
The following is a brief description of the Moog Inc. Savings
and Stock Ownership Plan (the Plan) and is provided for
general information purposes only. Participants should refer
to the Plan agreement for more complete information.
(a) General
The Plan is a defined contribution plan sponsored by Moog
Inc. (the Company). The Plan is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan has separate savings and stock
ownership components.
On February 3, 1998, the Company acquired the net assets
of Schaeffer Magnetics, Inc. (SMI). Pursuant to the
terms of the acquisition agreement, the employees of SMI
(the SMI Participants) became eligible to participate in
the Plan as of that date and were given credit for their
past service for the purpose of Plan eligibility.
On October 26, 1996, the Company acquired the assets and
assumed certain liabilities of the industrial hydraulic
servocontrols business of International Motion Control
Inc. (IMC). Pursuant to the terms of the acquisition
agreement, the employees of IMC (the IMC Participants)
became eligible to participate in the Plan as of that
date and were given credit for their past service for the
purpose of Plan eligibility.
During the plan year ended September 30, 1997, the
majority of the IMC Participants rolled over their IMC
Plan accounts into the Plan. The allocation of these
funds within the Plan was directed by the IMC
Participants.
(b) Eligibility
Effective January 1, 1997, all domestic employees of the
Company with six months of service, as defined, are
eligible to participate in the Plan.
(c) Contributions
Each eligible employee may make voluntary pre-tax
contributions to the Plan in the form of a 1% to 20%
salary reduction subject to Internal Revenue Code (IRC)
limits. Contributions are directed by the participant
among the available investment options (note 3).
<PAGE>
The Company matches 25% of employee contributions (the
Company Match) allocated towards the purchase of Company
common stock. Although the Company Match may be paid in
cash or shares of Company common stock, historically, it
has been paid in shares of Company common stock. Shares
of Company common stock used to satisfy the Company Match
may be obtained through unallocated shares owned by the
Plan.
The Company also contributes in cash an amount sufficient
to service the stock ownership component's note payable
(note 4).
(d) Participant Accounts
A separate account is maintained for each Plan
participant. Participant accounts are maintained in
units and the change in participant account value is
based on the daily fluctuation of unit value of the
underlying investment fund. Dividend and interest income
is allocated based on the number of units each
participant owns on the entitlement date. Participants'
accounts are fully and immediately vested. Participants
may transfer all or part of their accounts among
investment options on a daily basis except for certain
restrictions on funds transferred from the Stock
Ownership Component.
(e) Distributions
Subject to certain limitations, a participant may
withdraw all or part of his or her account balance upon
attainment of age 59 1/2. Distribution of a
participant's account balance is also permitted in the
event of death, disability, termination of employment or
immediate financial hardship, as defined. Distributions
are made in cash except for the Company Match and
AlliedSignal Inc. (Allied) stock which can be distributed
in cash or shares.
(f) Participant Loans
Effective August 10, 1998, participant loans are
permitted. Loans are limited to the lesser of $50,000 or
one-half of the participant's account balance with a
minimum loan of $1,000, payable over a term not to exceed
five years. Interest is charged at a rate established by
the Plan. In addition, the Plan accepted the loans
outstanding from participants integrated into the Plan in
July 1994 as part of the acquisition of certain product
lines of Allied. Those loans are being repaid in
accordance with their original terms.
(g) Administrative Expenses
Costs of administering the Plan are borne by the Company.
<PAGE>
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The financial statements are presented on the accrual
basis of accounting.
(b) Investments
Investments in mutual funds, Allied and Company stock are
reported at fair value determined by reference to quoted
market prices. Purchases and sales of securities are
reported on a "trade date" basis.
The guaranteed insurance contracts of the fixed interest
fund are fully benefit-responsive and is therefore
reported at contract value which approximates fair value
and which represents the cost of the underlying
investment contracts plus interest.
Effective June 1998, the Money Market Fund was eliminated
from the Plan.
(c) Use of Estimates
In preparing the financial statements, the Plan
administrator is required to make estimates and
assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of changes in net assets during the
reporting period. Actual results could differ from those
estimates.
(d) Loan Fund
Loan transactions are treated as a transfer between the
investment funds and the loan fund. Interest income on
outstanding loan balances is credited to the loan fund on
an accrual basis with subsequent receipt of such amounts
treated as transfers to the investment funds. Loans
outstanding at the time of full participant account
distributions are reflected as distributions.
(3) Investments
Marine Midland Bank is the Plan trustee. A description
of the Plan assets follows:
Savings Component
(a) Fixed Interest Fund - Guaranteed investment contracts
with insurance companies providing for interest at fixed
rates. At September 30, 1998 and 1997, the Fund is
comprised of the following contacts:
<PAGE>
1998 1997
____ ____
John Hancock Group Annuity Contract,
5.6% guaranteed investment contract
maturing in December 1998 $ 3,260,319 3,454,749
Metropolitan Life, 6.3% guaranteed
investment contract maturing in
December 1999 7,377,768 6,892,996
CNA Life Insurance Co., 6.3%
guaranteed investment contract
maturing in December 2000 8,041,515 7,495,120
Travelers Insurance, 6.2% guaranteed
insurance contract maturing in
December 2000 4,576,211 -
___________ __________
$23,255,813 17,842,865
=========== ==========
(b) Common Stock Fund - 1,913,373 and 1,769,898 shares at
September 30, 1998 and 1997, respectively, of the
Vanguard Windsor Fund, a professionally managed,
diversified common equity mutual fund.
(c) Balanced Fund - 589,554 and 448,478 shares at September
30, 1998 and 1997, respectively, of the Fidelity Puritan
Fund, a professionally managed, diversified mutual fund
with a balanced investment portfolio.
(d) AlliedSignal Stock Fund - 391,907 and 416,906 shares at
September 30, 1998 and 1997, respectively, of Allied
common stock. This fund resulted from the transfer of
assets related to the Allied acquisition and is not an
ongoing investment option for Plan participants.
(e) Index Fund - 57,096 and 13,981 shares at September 30,
1998 and 1997, respectively, of the Vanguard Index TR 500
Portfolio, a professionally managed, diversified stock
index mutual fund.
(f) Growth Fund - 43,721 and 22,034 shares at September 30,
1998 and 1997, respectively, of the Putnam New
Opportunities Fund, a professionally managed, diversified
mutual fund.
(g) Global Fund - 94,953 and 47,195 shares at September 30,
1998 and 1997, respectively, of the Janus Worldwide Fund,
a professionally managed, diversified mutual fund.
(h) Loan Fund - Loans outstanding from Plan participants
(note 1).
<PAGE>
Stock Ownership Component
(a) Moog Inc. Class A Common Stock - 173,149 and 147,991
shares at September 30, 1998 and 1997, respectively,
allocated to participant accounts.
(b) Moog Inc. Class B Common Stock maintained as follows:
(i) The trustee holds 502,967 and 470,087 allocated
shares at September 30, 1998 and 1997,
respectively.
(ii) The trustee holds 4,839 and 44,224 unallocated
shares at September 30, 1998 and 1997,
respectively, for eventual allocation (note 4).
The AlliedSignal, Moog Inc. Class A and Moog Inc. Class B
common stock funds are reported to participants on a unitized
basis. There were 1,750,109 units of the AlliedSignal stock
fund, with a unit value of $7.97, 689,084 units of Moog Inc.
Class A common stock with a unit value of $7.63, and 1,907,408
units of the Moog Inc. Class B common stock with a unit value
of $8.47 at September 30, 1998.
At September 30, 1998 the guaranteed investment contracts with
Metropolitan Life and CNA Life Insurance Company, common
stock, balanced, and AlliedSignal Stock funds each comprise
more than 5% of the Plan's net assets available for benefits.
The stock ownership component also comprises more than 5% of
the Plan's net assets available for benefits.
Investment Income
Investment income includes interest of $1,309,379 and
$1,361,967, dividends of $1,108,298 and $1,168,807, and net
realized and unrealized gains (losses) of $(13,913,891) and
$26,551,045 for the years ended September 30, 1998 and 1997,
respectively.
(4) Employee Stock Ownership Loan
The Company may loan monies to the Plan for the purpose of
acquiring Company common stock. The common stock acquired is
used to provide shares for eventual allocation. Repayment of
loans are funded by Company contributions based on a formula
related to the number of shares allocated to participants
annually and funds provided by employee contributions.
(5) Federal Income Taxes
The Plan has received a favorable determination letter dated
April 8, 1996 from the Internal Revenue Service stating that
the Plan qualifies under Section 401 of the Internal Revenue
Code. Subsequent to this letter the Plan has been amended
with the most recent amendment dated June 17, 1998. The Plan
Administrator believes that these amendments will not
<PAGE>
adversely affect the qualified status of the Plan. Also, the
Plan Administrator believes that the Plan has been operated in
accordance with its terms and in conformance with applicable
laws and regulations to maintain its tax qualified status.
Accordingly, the financial statements do not make a provision
for income taxes.
(6) Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the
provisions of ERISA.
Upon termination, the Company will instruct the trustee to
either continue the management of the trust's assets or
liquidate the trust and distribute the assets to the
participants.
<PAGE>
Schedule 1
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
September 30, 1998
Fair or
contract
Identity of Issue Description Cost value
_________________ ________________________ __________ __________
Fixed interest fund: 5.6% guaranteed investment
John Hancock Group contract maturing in
Annuity Contract December 1998 $ 3,260,319 3,260,319
Metropolitan Life 6.3% guaranteed investment
Guaranteed contract maturing in
Investment Contract December 1999 7,377,768 7,377,768
CNA Insurance Co. 6.3% guaranteed investment
Guaranteed Investment contract maturing in
Contract December 2000 8,041,515 8,041,515
Travelers Insurance 6.2% guaranteed investment
Guaranteed contract maturing in
Investment Contract December 2000 4,576,211 4,576,211
__________ __________
Total fixed interest fund 23,255,813 23,255,813
Common Stock Fund 1,913,373 shares of
Vanguard Windsor Fund 29,097,576 28,681,458
Balanced Fund 589,554 shares of Fidelity
Puritan Fund 10,213,505 10,688,616
Allied Signal, Inc. 391,907 common shares 8,193,928 13,863,710
Index Fund 57,096 shares of Vanguard
Index 500 Portfolio 5,364,531 5,398,985
Growth Fund 43,721 shares of Putnam
New Opportunities Fund 2,061,618 2,044,410
Global Fund 94,953 shares of Janus
Worldwide Fund 3,882,200 3,754,430
Loan Fund Employee loans receivable
various maturity dates,
various interest 496,431 496,431
Moog Inc.* 173,149 Class A common
shares 3,778,994 5,010,586
Moog Inc.* 507,806 Class B common
shares 6,836,598 16,186,367
___________ __________
Total investments $93,181,194 109,380,806
*Person named is a party-in-interest.
<PAGE>
<TABLE>
Schedule 2
MOOG INC. SAVINGS
AND STOCK OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transaction
September 30, 1998
<CAPTION>
Current value
Expense of asset on
Identity of party Purchase Selling incurred with Lease Cost of transaction Net gain
involved Description of asset price price transaction rental asset date (loss)
_________________ _____________________ ________ _______ _____________ ______ _______ _______ ________
<S> <C> <C> <C> <C> <C><C> <C> <C>
CNA Guaranteed Investment
Contract $ 8,041,515 - - - 8,041,515 8,041,515 -
CNA Guaranteed Investment
Contract - 7,442,607 - - 7,442,607 7,442,607 -
Marine Midland Short Term Investment
Bank* Fund 24,742,083 - - - 24,742,083 24,742,083
Marine Midland Short Term Investment
Bank* Fund - 27,730,757 - - 27,730,757 27,730,757 -
Vanguard Windsor Stock Mutual Fund
Fund 8,997,743 - - - 8,997,743 8,997,743 -
Vanguard Windsor Stock Mutual Fund
Fund - 6,378,953 - - 6,430,848 6,430,848 (51,895)
*Party-in-interest.
</TABLE>
<PAGE>
