SCHEDULE 14 A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-2.
MOOG INC.
___________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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 0-12.
(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
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 9, 2000, at 9:15 a.m., for the following purposes:
1. To elect three directors of the Company, one of whom
will be a Class A director, elected by the holders of Class A
shares, and two of whom will be Class B directors, elected by
the holders of Class B shares, to serve three year terms
expiring in 2003, or until the election and qualification of
their successors.
2. To consider and ratify the selection of KPMG LLP,
independent certified public accountants, as auditors of the
Company for the fiscal year 2000.
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 23, 1999 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 4, 2000
<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 9, 2000
This Proxy Statement is furnished to shareholders of
record on December 23, 1999 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 9,
2000, 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 4, 2000.
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 LLP as
independent auditors for the fiscal year 2000.
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 23, 1999 as the record date for determining the holders of
common stock entitled to notice of and to vote at the meeting. On
December 23, 1999, the Company had outstanding and entitled to
vote, a total of 7,335,602 shares of Class A common stock ("Class A
shares") and 1,570,513 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
<PAGE>
quorum of 3,667,802 Class A shares and 785,258 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 LLP as
auditors of the Company for the 2000 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.
Class A Class B
Common Stock(1) Common Stock(1)(2)
_______________ __________________
Amount and Amount and
nature of nature of
Name and address of beneficial Percent beneficial Percent
beneficial owner ownership of Class ownership of Class
___________________ __________ ________ __________ ________
Moog Inc. Savings and Stock
Ownership Plan Trust(3) 303,650 4.1 502,024 32.0
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Inc. Retirement Plan
Trust(4) 44,155 0.6 296,603 18.9
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
Moog Family Agreement as
to Voting(5) 129,882 1.8 262,195 16.7
c/o Moog Inc.
Jamison Rd.
East Aurora, NY 14052
All directors and officers
as a group 284,059 3.9 124,618 7.9
(See "Election of Directors,"
particularly footnotes 4 and
9 to the table on pages 4
and 5)
Lord Abbett & Company 807,800 11.0 -0- -0-
General Motors Building
767 Fifth Avenue
New York, NY 0153-0203
Sanford C. Bernstein &
Company, Inc. 583,875 8.0 -0- -0-
767 Fifth Avenue, 22nd Floor
New York, NY 10153-0185
Neuberger & Berman Pension
Management Inc. 453,100 6.2 -0- -0-
605 Third Avenue
New York, NY 10158
<PAGE>
Boston Partners Asset
Management 399,500 5.4 -0- -0-
28 State Street, 20th Floor
Boston, MA 02109
____________________
(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) These shares are allocated to individual participants under the Plan and
are voted by the Trustee, HSBC Bank USA, Buffalo, New York, 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,
1999, 3,689 of the allocated Class A shares and 18,430 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.
(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.
<PAGE>
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 Kent Moog Silliman, Nancy Moog Aubrecht,
Douglas B. Moog and Susan M. Mitchell; 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.
The agreement relates to 129,882 Class A shares and
262,195 Class B shares, exclusive of currently exercisable options,
owned of record or beneficially by the other parties to the
agreement. Shares held by Mr. Hill, if any, are not covered by 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 Kent Moog Silliman, Jeanne M. Moog, Douglas B. Moog,
Susan M. Mitchell 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 the three classes of the Board of Directors of the
Company is elected annually to serve three-year terms. Three
directors are to be elected at the meeting, of which one is to be
a Class A director and two are to be Class B directors. One of the
two Class A directors whose term of office expires at the meeting
is not standing for reelection. The other Class A director was
appointed by the Board of Directors in 1999 and is to be elected by
the holders of the outstanding Class A shares. The two Class B
directors whose terms of office expire at the meeting are to be
elected by the holders of the outstanding Class B shares. Such
nominees will be elected to hold office until 2003 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 nominees 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.
<PAGE>
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 2000 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.
Peter P. Poth has been a member of the Board of Directors
since 1984. Upon attaining 70 years of age, in deference to the
Board's policies, Mr. Poth has determined not to stand for re-
election.
All of the nominees have previously served as directors
and, except as otherwise noted, have been elected as directors at
prior Annual Meetings of Shareholders.
<PAGE>
<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>
Nominees for
Class B Director
Term expiring in 2003
Richard A. Aubrecht 55 Vice Chairman 1980 46,979 * 25,242 1.6 17,222 20.6
(2) of the Board,
Vice President,
Moog Inc.
John D. Hendrick 61 Chairman, 1994 1,000 * 1,000 * -0- -0-
Director, Okuma
America Corp.
Nominee for Class A Director
Term expiring in 2003
James L. Gray(3) 64 Retired 1999 1,000 * -0- -0- -0- -0-
Executive
Class B Directors
Continuing in Office
Term expiring in 2002
Joe C. Green 58 Executive Vice 1986 23,364 * 19,805 1.3 11,111 13.3
President, Chief
Admin. Officer,
Moog Inc.
<PAGE>
Term expiring in 2001
Kraig H. Kayser
(4) (5) 39 President, Chief 1998 1,100 * -0- -0- -0- -0-
Executive Officer,
Seneca Foods
Corporation
Robert H. Maskrey(6) 58 Executive Vice 1998 47,267 * 20,263 1.3 13,111 15.7
President, Chief
Operating Officer,
Moog Inc.
Albert F. Myers(7) 53 Vice President, 1997 1,000 * -0- -0- -0- -0-
Treasurer,
Northrop
Grumman
Corporation
Class A Directors
Continuing in Office
Term expiring in 2002
Robert T. Brady(8) 59 Chairman of the 1984 59,516 * 29,792 1.9 11,111 13.3
Board, President,
Chief Executive
Officer, Moog Inc.
Term expiring in 2001
Robert R. Banta 57 Executive Vice 1991 5,980 * 10,600 * 11,111 13.3
President, Chief
Financial Officer,
Assistant
Secretary,
Moog Inc.
All directors and officers as a
group (sixteen persons) 284,059(9) 3.9 124,618(9) 7.9 83,771 100.0
_____________________________
* Does not exceed one percent of the class.
</TABLE>
<PAGE>
(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 amended, the eight holders of the
Series B Preferred Stock appointed as proxies Vice President
Richard C. Sherrill and Executive Vice President and director
Robert H. Maskrey, who will vote all shares of such stock as
determined by a majority of such shares.
(2) Nancy Moog Aubrecht, wife of Richard A. Aubrecht, is the
beneficial owner of 17,585 Class A shares and 39,658 Class B
shares, which are not included.
(3) Mr. Gray was elected a director of Moog in 1999, but has not
previously been elected by shareholders. He was Chairman and
Chief Executive Officer of PrimeStar Partners, LP from 1995
until he retired in 1998. Prior to joining PrimeStar
Partners, LP, Mr. Gray was Vice Chairman of Time Warner Cable.
He received his B.S. in Business Administration from Kent
State University and his MBA from the State University of New
York at Buffalo.
(4) 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 75,800 Class A
shares held by the Seneca Foods Foundation, of which Mr.
Kayser is a director (see "Certain Beneficial Owners").
(5) 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.
(6) 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. In 1999, he was elected an Executive Vice President and
Chief Operating Officer. Mr. Maskrey received his B.S. and
M.S. in mechanical engineering from M.I.T.
(7) 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.
(8) 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.
<PAGE>
(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 beginning on page 3. Includes 149,540
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 25, 1999, 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 failed to timely report four
transactions made by a foundation of which he is a director.
OTHER DIRECTORSHIPS
Directors of the Company are presently serving on the
following boards of directors of other publicly traded companies:
Name of Director Company
________________ _______
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
James L. Gray Adelphia Business Solutions, Inc.; Sea
Pines Associates, Inc.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
From September 26, 1998 to September 25, 1999, the Board
of Directors held five meetings. Following are the standing
committees of the Board of Directors and the number of meetings
they each held during the last fiscal year:
<PAGE>
Number of
Committees Meetings Members
__________ _________ _______
Audit 2 Messrs. Hendrick, Poth, Kayser and Myers
Executive 0 Messrs. Aubrecht, Banta, Brady, Green,
Maskrey and Poth
Executive
Compensation 1 Messrs. Hendrick, Poth, Myers and Kayser
Stock Option 2 Messrs. Hendrick, Poth, Myers and Kayser
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
nominees 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 (until his
retirement on February 10, 1999), Poth, Hendrick, Myers and Kayser
served on the Compensation Committee during 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,
<PAGE>
2. Relate total compensation for each executive to
overall Company performance as well as individual performance, and
3. Align executives' performances and financial
interests with shareholder value.
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, 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. One-half of the normal management profit share was paid
to executives for fiscal year 1999. Such profit share was payable
to executive officers on January 3, 2000, the date the Compensation
Committee established for payment, provided the executive was
employed by the Company on that date.
<PAGE>
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 which
expired on December 31, 1992. Options granted under this plan and
shown in the Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values Table on page 11 remain outstanding.
All stock options granted under this plan 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."
During fiscal year 1999, 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 $29.125 and $31.000 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
<PAGE>
position. The management actions have resulted in continuing
improvement of overall financial performance. The fiscal year 1999
results again improved significantly over the prior year.
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 1999,
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
Albert F. Myers
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
1994 - 1999
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 $100 was invested
on September 30, 1994 in each of the Company's Class A Common
Stock, the stocks included in the AMEX Market Value Index and the
stocks included in the S&P Aerospace/Defense Index. These indices,
which reflect formulas for dividend reinvestment and weighting of
individual stocks, do not necessarily reflect returns that could be
achieved by individual investors.
[GRAPH]
Cumulative Total Return
_______________________________________
9/94 9/95 9/96 9/97 9/98 9/99
_______________________________________
MOOG INC. 100 181 290 516 377 369
S&P AEROSPACE/DEFENSE 100 154 211 261 194 200
AMEX MARKET VALUE 100 119 125 157 141 182
<PAGE>
SUMMARY COMPENSATION TABLE
The following tabulation shows information concerning the
compensation for services in all capacities to the Company for the fiscal
years ended September 25, 1999, September 26, 1998 and September 27, 1997 of
the Chief Executive Officer and the other four most highly compensated
executive officers at September 25, 1999 (the "Named Executives").
Annual Compensation Securities
_____________________________ Underlying All Other
Name and Principal Salary Bonus Other Options Compensation
Position Year ($) ($)(1) ($) (#) ($)(2)
__________________ ____ ______ ______ _____ ___________ ____________
Robert T. Brady 1999 492,500 68,036 11,928 8,000 5,188
Chairman of the 1998 454,354 117,684 10,501 8,000 5,188
Board, President, 1997 403,918 65,586 10,382 0 5,188
Chief Executive
Officer
Joe C. Green 1999 324,613 45,493 3,476 6,000 5,188
Executive Vice 1998 289,301 73,950 3,118 6,000 4,828
President, Chief 1997 272,925 43,603 3,098 0 4,486
Administrative
Officer
Robert H. Maskrey 1999 318,447 45,493 10,580 6,000 5,648
Executive Vice 1998 264,984 67,735 11,522 6,000 5,456
President, Chief 1997 250,186 39,938 10,579 0 5,058
Operating Officer
Robert R. Banta 1999 297,167 41,826 6,753 6,000 63,879
Executive Vice 1998 260,924 66,697 7,512 6,000 4,288
President, Chief 1997 246,155 39,326 7,761 0 2,629
Financial Officer
Richard A. Aubrecht 1999 262,783 36,123 4,538 6,000 5,360
Vice Chairman of 1998 249,552 63,790 4,781 6,000 5,098
the Board, 1997 235,427 37,612 5,250 0 4,889
Vice President
___________________________
(1) Such bonuses were payable on January 3, 2000, the date the Compensation
Committee established for payment, provided the executive was employed
by the Company on that date.
(2) Amounts shown for 1999 include $0, $0, $1,000, $0 and $2,500
representing Company matching contributions to the Company's Savings and
Stock Ownership Plan, $0, $0, $0, $59,231 and $0 representing payments
in lieu of vacation and $5,188, $5,188, $4,648, $4,648 and $2,860
representing premiums on group life insurance, paid by the Company on
behalf of Messrs. Brady, Green, Maskrey, Banta and Aubrecht,
respectively.
<PAGE>
<TABLE> OPTION GRANTS IN LAST FISCAL YEAR
Shown below is information as to grants of stock options made during the fiscal year ended
September 25, 1999 to the Named Executives.
<CAPTION>
Individual Grants Potential Realizable Value
_________________________________________________ at Assumed Annual Rates
of Stock Price Appreciation
Number of % of Total for Option Term($)(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 7,000 10.77% 29.125 11/17/08 128,205 324,905
1,000 1.54% 31.000 5/13/09 22,022 49,400
Joe C. Green 6,000 9.23% 29.125 11/17/08 109,890 278,490
Robert H. Maskrey 6,000 9.23% 29.125 11/17/08 109,890 278,490
Robert R. Banta 6,000 9.23% 29.125 11/17/08 109,890 278,490
Richard A. Aubrecht 6,000 9.23% 29.125 11/17/08 109,890 278,490
_____________________________
(1) Only Class A stock options were granted in fiscal 1999. These options become exercisable in annual
installments as follows: (a) Mr. Brady - as to the options covering 7,000 shares, 958 shares on
November 17, 2001, 3,433 shares on November 17, 2002 and 2,609 shares on November 17, 2003; as to the
options covering 1,000 shares, 774 shares on May 13, 2003 and 226 shares on May 13, 2004; and (b)
Messrs. Green, Maskrey, Banta and Aubrecht - 3,293 shares on November 17, 2001 and 2,707 shares on
November 17, 2002.
(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 $47.44 at the November 17, 2008 expiration date and
$50.50 at the May 13, 2009 expiration date. 10% annual growth would result in stock prices of $75.74
and $80.44 at the November 17, 2008 and May 13, 2009 expiration dates respectively. The amounts set
forth are not intended to forecast future appreciation, if any, of the stock price, which will depend
on market conditions and the Company's future performance and prospects.
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Shown below is information concerning exercises of options by the
Named Executives during fiscal year 1999 and the number and value of their
unexercised options at fiscal year-end. All options exercised in fiscal 1999
were options granted ten years ago. This information includes options
granted under the Company's Incentive Stock Option Plan which terminated on
December 31, 1992, and options granted under the 1998 Stock Option Plan,
which was approved by shareholders in February, 1998.
Value of
Unexercised
Number of Securities In-The-Money
Underlying Unexercised Options
Shares Acquired Option at Fiscal at Fiscal
on Exercise Year-End Year-End($)
_______________ ______________________ ___________
Class A Class A Class A
Name Class A Realized($) Exercisable Unexercisable Exercisable
____ _______ ___________ ___________ _____________ ___________
Robert T. Brady 6,000 125,625 28,940 13,060 561,875
Joe C. Green 6,000 141,750 12,940 9,060 214,375
Robert H. Maskrey 6,000 138,750 24,440 9,060 464,625
Robert R. Banta 0 0 2,940 9,060 0
Richard A.
Aubrecht 6,000 132,750 24,440 9,060 464,625
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 over-time 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.
<PAGE>
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.
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 cause, as
defined in the Supplemental Retirement Plan. For purposes of the
Supplemental Retirement Plan, a change in duties, responsibilities,
status, pay or perquisites which follows a change of control of the
Company, as defined therein, 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:
Projected Annual
Benefit
Payable at Normal
Name Retirement Age
____ _________________
Robert T. Brady $311,512
Joe C. Green 200,542
Robert H. Maskrey 200,422
Robert R. Banta 183,064
Richard A. Aubrecht 155,620
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 (the "Agreements") with
the Company.
<PAGE>
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, as
defined in the Agreements, the executive is entitled to the cash
equivalent of any unutilized vacation, but is not entitled to
participate in any profit share 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
unutilized vacation benefits and stock options may be exercised.
In the event of a voluntary termination, the executive is not
entitled to receive any profit share award or incentive
compensation payable after termination.
Upon an involuntary termination other than for cause, the
executive is immediately vested under the 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 the cash value of unutilized vacation
benefits, as well as to the continuation of base compensation plus
profit share and any bonus for between 12 and 36 months, based on
years of service. Where involuntary termination occurs by reason
of a change of control of the Company, as defined in the
Agreements, the executive receives the benefits otherwise provided
for an involuntary termination, with accelerated vesting of
compensation continuation.
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, 1999, 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 $97,500. 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.
<PAGE>
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 $112,333 for the
fiscal year ended September 25, 1999 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 1999, 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 (until his retirement on
February 10, 1999), Poth, Myers and Kayser served on the
Compensation Committee during 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 LLP, independent certified public
accountants, to continue as independent auditors of the Company for
fiscal year 2000. Representatives of KPMG 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 LLP as auditors for fiscal year 2000.
PROPOSALS OF SHAREHOLDERS FOR 2001 ANNUAL MEETING
To be considered for inclusion in the proxy materials for
the 2001 Annual Meeting of Shareholders, shareholder proposals must
be received by the Secretary of the Company prior to September 7,
2000. 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 21, 2000, the
Company retains discretion to vote proxies it receives. If notice
is received prior to November 21, 2000, 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.
<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 1999 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, or from the Company's world wide web site
(www.moog.com).
By Order of the Board of Directors
JOHN B. DRENNING, Secretary
Dated: East Aurora, New York
January 4, 2000
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 9, 2000
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 9, 2000 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 9, 2000, 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)
- FOLD AND DETACH HERE -
<PAGE>
Please mark your
votes as indicated
in this example [ X ]
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2003
James L. Gray
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 LLP
as auditors for
fiscal year 2000
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 2000
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
1/20/00 in the enclosed envelope
which requires no postage.
- FOLD AND DETACH HERE -
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 9, 2000
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 9, 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 9, 2000, 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)
- FOLD AND DETACH HERE -
<PAGE>
Please mark your
votes as indicated
in this example [ X ]
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2003
Richard A. Aubrecht
John D. Hendrick
No. 1 The Board of Directors
Election of Directors recommends that you vote
FOR WITHHOLD FOR:
the nominees AUTHORITY
for the nominees No. 2
[ ] [ ] Ratification of KPMG LLP
as auditors for
fiscal year 2000
To withhold authority for any
individual nominee, write his name FOR AGAINST ABSTAIN
in th space provided: [ ] [ ] [ ]
____________________________
No. 3 Dated: , 2000
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 Shareholder(s))
adjournment(s) thereof.
Please date and sign your name as the
same appears on this Proxy. Joint
owners should each sign. If the
signer is a corporation, pleae sign
full name by duly authorized officer.
Executors, administrators, trustees,
etc., should give full title as such.
- FOLD AND DETACH HERE -
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 9, 2000
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 9, 2000 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS A SHARES
The undersigned hereby directs HSBC, 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 9, 2000, 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)
- FOLD AND DETACH HERE -
<PAGE>
Please mark your
votes as indicated
in this example [ X ]
The Board of Directors recommends that you vote FOR:
CLASS A DIRECTOR - TERM EXPIRING IN 2003
James L. Gray
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 LLP
as auditors for
fiscal year 2000
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 Dated: , 2000
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
1/20/00 in the enclosed envelope
which requires no postage.
- FOLD AND DETACH HERE -
<PAGE>
MOOG INC.
Annual Meeting of Shareholders to be held
Wednesday, February 9, 2000
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 9, 2000 AT 9:15 A.M.
ALBRIGHT KNOX ART GALLERY
1285 ELMWOOD AVENUE
BUFFALO, NEW YORK
CLASS B SHARES
The undersigned hereby directs HSBC, 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 9, 2000, 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)
- FOLD AND DETACH HERE -
<PAGE>
Please mark your
votes as indicated
in this example [ X ]
The Board of Directors recommends that you vote FOR:
CLASS B DIRECTORS - TERMS EXPIRING IN 2003
Richard A. Aubrecht
John D. Hendrick
No. 1 The Board of Directors
Election of Directors recommends that you vote
FOR WITHHOLD FOR:
the nominees AUTHORITY
for the nominees No. 2
[ ] [ ] Ratification of KPMG LLP
as auditors for
fiscal year 2000
To withhold authority for any
individual nominee, write his FOR AGAINST ABSTAIN
name in the space provided: [ ] [ ] [ ]
_______________________________
No. 3 Dated: , 2000
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
1/20/00 in the enclosed envelope
which requires no postage.
- FOLD AND DETACH HERE -
<PAGE>
