UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 use of the Commission Only (as permitted by rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or
section 240-14a-12
Moore Products Co.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
Name of Person(s) filing Proxy Statement, if other than the Registrant
Payment of filing Fee (Check the appropriate box):
/X/ No Fee required
<PAGE>
[LOGO]
MOORE PRODUCTS CO.
Sumneytown Pike
Spring House, Pennsylvania 19477
-----------------------------
NOTICE OF 1998 ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1998
-----------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of Moore Products Co. (the "Company")
will be held on Friday, May 1, 1998, at 11:00 A.M. local time at the office of
the Company, Spring House, Pennsylvania, for the following purposes:
1. To elect three directors of the Company for a term of four years;
2. To transact such other business as may properly come before the meeting, or
any adjournments thereof.
The close of business on March 12, 1998, has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and to vote at, this meeting or any adjournments thereof.
Whether or not you expect to be present in person at the meeting, you are
requested to execute promptly the enclosed proxy and return it in the envelope
provided, which requires no further postage if mailed in the United States.
By Order of the Board of Directors
Robert E. Wisniewski
Secretary and Treasurer
March 27, 1998
<PAGE>
Moore Products Co.
Sumneytown Pike
Spring House, PA 19477
PROXY STATEMENT
Proxies in the form enclosed are solicited by the Board of Directors of
Moore Products Co. ("the Company") for use at the Annual Meeting ("the Meeting")
of the Shareholders of the Company to be held May 1, 1998 and any adjournments
thereof.
Execution of the enclosed proxy will not in any way affect a shareholder's
right to attend the meeting and vote in person; and shareholders giving proxies
may revoke them at any time before they are exercised by a written revocation or
duly executed proxy bearing a later date filed with the Secretary of the
Company.
The solicitation of the proxies being on behalf of the Board of Directors,
all expenses in connection therewith will be paid by the Company. No
solicitation is intended to be made by any manner other than the sending of this
Proxy Statement through the mail which is expected to occur on or about April 1,
1998.
Voting Securities
As of the record date, March 12, 1998, the Company had outstanding
2,604,581 shares of common stock, par value $1.00, each share entitled to one
vote, and 175,950 shares of convertible preferred stock, par value $1.00, each
share entitled to five votes. The preferred stock is convertible at any time, at
the option of the holder, into common stock at the rate of one share of common
stock for each 2-1/2 shares of preferred stock. The common and preferred shares
are collectively referred to herein as the "voting shares." In the election of
directors, assuming a quorum is present, the nominees receiving the highest
number of votes cast at the Meeting (with the common stock and preferred stock
voting as a single class) will be elected. Abstentions, or the withholding of,
or specific direction not to cast any vote on a specific matter, such as broker
non-votes, will not constitute the casting of a vote on such matter.
Beneficial Ownership of Principal Shareholders and Management
The following table sets forth, as of March 12, 1998, (except where
otherwise indicated) certain information concerning the beneficial ownership of
the Company's outstanding voting shares by (i) each person who is known by the
Company to be the beneficial owner of more than 5% of either class of such
voting shares, (ii) each director and nominee for director of the Company; (iii)
each executive officer of the Company named in the Summary Compensation Table
appearing later in this Proxy Statement, and (iv) all directors and executive
officers of the Company as a group. Such information is based upon information
supplied by such persons.
1
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Class of Amount and Nature of Percent
Owner of Group(1) Voting Shares Beneficial Ownership(2) of Class
- ------------------ ------------- ----------------------- --------
<S> <C> <C> <C>
Mellon Bank Corporation Common 633,167(3)(4) 23.79
Preferred 172,890(4) 98.3
Moore Products Co. Pension Plan Common 500,000(5) 19.2
Frances O. Moore Common 326,854(3)(6) 12.2
Preferred 172,890(6) 98.3
Dimensional Fund Advisors Inc. Common 188,400(7) 7.28
Wachovia Corporation Common 144,315(8) 5.6
Franklin Resources, Inc. Common 134,700(9) 5.1
Robert B. Adams, Director Common 5,033(10) *
Donald E. Bogle, Director Common -- --
President and Chief
Executive Officer
Edward J. Curry, Director Common 11,892(10)(11) *
Executive Vice President and
Chief Operating Officer
F. Lawton Hindle, Director Common 4,360(10) *
Edward T. Hurd, Director Common 36,000(10) 1.4
James O. Moore, Director Common 353,233(3)(10)(12) 13.5
Preferred 1,020 *
Thomas C. Moore, Director Common 345,992(3)(10)(13) 13.3
Preferred 1,020 *
William B. Moore, Director Common 364,128(3)(10)(14) 13.9
Vice Chairman of the Board Preferred 1,020 *
and Chief Technology Officer
Raymond M. Reed, Director Common 7,000(10) *
Ralph H. Owens, Director Common 5,331(10) *
Edwin G. Rorke, Director Common 7,022(10) *
2
<PAGE>
Edward M. Coll, Vice President, Common 7,905(10) *
International Sales
James McDonald, Vice President, Common 7,621(10) *
North American Sales
All directors and executive Common 1,039,143(3)(15) 38.4
officers as a group Preferred 3,060 1.7
(15 in number)
</TABLE>
- -----------------
*Less than 1%
(1) The address of Mellon Bank Corporation is One Mellon Bank Center,
Pittsburgh, PA 15258. The address of the Moore Products Co. Pension Plan
is c/o Benefits Committee, Moore Products Co., Sumneytown Pike, Spring
House, PA 19477. The addresses of F. O. Moore, T. C. Moore, J. O. Moore
and W. B. Moore are c/o Moore Products Co., Sumneytown Pike, Spring
House, PA 19477. The address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401. The address of
Franklin Resources, Inc. is 777 Mariners Island Blvd., P.O. Box 7777,
San Mateo, CA 94403-7777. The address of Wachovia Corporation is 301
North Main Street, Winston-Salem, NC 27150-3099.
(2) Except as otherwise indicated, the beneficial ownership reflected in
this Proxy Statement is based upon sole voting and dispositive power
(other than in the case of co-trustees, where such powers are shared).
(3) Includes shares issuable upon the assumed conversion of the preferred
shares beneficially owned by such person or entity.
(4) Represents shares held as of December 31, 1997 by Mellon Bank
Corporation and its affiliates ("Mellon") in various fiduciary
capacities according to the Schedule 13G filed by it with the Securities
and Exchange Commission. Includes: an aggregate of 257,698 common
shares, and all of the indicated preferred shares, held as co-trustee
(with Frances O. Moore) of the Trust under the Will of the late Coleman
B. Moore; and an aggregate of 300,000 common shares held as co-trustee
(with T. C. Moore, J. O. Moore, and W. B. Moore) of two trusts
established by Coleman B. Moore; but does not include any of the common
shares referred to in footnote (5) below.
(5) Under the terms of the Company's Pension Plan and Trust, the Company's
Benefits Committee has the power and duty to direct Mellon Bank
Corporation, as Trustee, as to the voting, holding and sale of the
Company common shares held in the Plan; however, by law Mellon, as
Trustee, may have certain duties as to the management and voting of such
common shares. The current members of the Company's Benefits Committee
are: E. J. Curry, Executive Vice President and Chief Operating Officer
of the Company; R. E. Wisniewski, Secretary and Treasurer of the
Company; and M. Moran, Personnel Manager, all of whom disclaim
beneficial ownership of the common shares held by the Plan. The
decisions of the Benefits Committee with respect to the voting, holding
and sale of such common shares are required to be made by a majority of
the members of the Benefits Committee.
3
<PAGE>
(6) Includes the common and preferred shares held by her as co-trustee of
the Trust under the Will of Coleman B. Moore referred to in footnote (4)
above.
(7) According to their Schedule 13G, Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, is deemed to have
beneficial ownership of such shares as of December 31, 1997, all of
which shares are held in portfolios of DFA Investment Dimensions Group
Inc., a registered open-end investment company, or in series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund Advisors
Inc. serves as investment manager. Dimensional disclaims beneficial
ownership of all such shares.
(8) According to their Schedule 13G, shares are held as of December 31, 1997
by Wachovia Corporation.
(9) Shares are owned by investment funds or other managed accounts as to
which Franklin Advisory Services, Inc., an investment advisor and
subsidiary of Franklin Resources Inc. ("FRI"), has sole voting and
dispository power. FRI's principal shareholders are Charles B. Johnson
and Rupert H. Johnson, Jr.
(10) Includes, with respect to the particular named individual, common shares
issuable under stock options granted to him which are exercisable
currently or within 60 days as follows: R. B. Adams - 1,000; E. J. Curry
- 10,800; L. Hindle - 4,360; E. T. Hurd - 36,000; J. O. Moore - 2,900;
T. C. Moore - 1,000; W. B. Moore - 10,750; R. M. Reed - 7,000; R. H.
Owens - 1,000; E. G. Rorke - 1,000; E. M. Coll - 7,080; J. McDonald -
7,400.
(11) Does not include the 500,000 common shares held by the Company's Pension
Plan (see footnote (5) above).
(12) Includes: 300,000 common shares held by him as co-trustee of the two
trusts referred to in footnote (4) above; and 13,000 common shares held
by him as co-trustee of a trust established by Frances O. Moore.
(13) Includes: 10,000 common shares held by him as trustee for his children;
300,000 common shares held by him as co-trustee of the two trusts
referred to in footnote (4) above; 13,000 common shares held by him as
co-trustee of a trust established by Frances O. Moore; and 2,294 common
shares held by him as custodian for his minor grandchildren.
(14) Includes: 300,000 common shares held by him as co-trustee of the two
trusts referred to in footnote (4) above; 13,000 common shares held by
him as co-trustee of a trust established by Frances O. Moore; and an
aggregate of 7,350 common shares owned directly by his minor children.
(15) Includes 99,270 common shares issuable under stock options which are
exercisable currently or within 60 days, and the 500,000 common shares
held by the Company's Pension Plan (see footnote (5) above).
- --------------
Thomas C. Moore, James O. Moore, and William B. Moore are brothers and the sons
of the late Coleman B. Moore, founder of the Company.
4
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers, directors and greater than ten-percent beneficial owners are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
reports they file.
Based solely upon review of the copies of such reports furnished to the
Company and/or written representations, the Company believes that, except as
further described below, there was compliance for the fiscal year ended December
31, 1997 with all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten-percent beneficial owners.
5
<PAGE>
1. ELECTION OF DIRECTORS
The By-Laws of the Company provide for a Board of Directors not less than
five nor more than eleven in number, to be divided into four classes of
directors. At the 1998 Annual Meeting, the shareholders will elect three
directors for a term expiring in 2002. The following have been nominated by the
Board of Directors to serve as directors until the 2002 Annual Meeting of
shareholders, or until a successor is elected and has duly qualified.
Donald E. Bogle F. Lawton Hindle Thomas C. Moore
The above nominees currently are serving as directors of the Company and
were elected by the Company's shareholders, except for Mr. Bogle who was elected
by the Board in January 1998. It is intended that the proxies will be voted for
the nominees or for substituted nominees, in case any nominee becomes
unavailable, which is not contemplated. However, proxies will not be voted for
the election of more than three directors.
The following table sets forth as of March 12, 1998, certain information
with respect to the nominees for election as a director, and each director whose
term of office will continue after the Annual Meeting.
<TABLE>
<CAPTION>
Present
Director Term
Name and Occupation(1) Age Since Expires
- ---------------------- --- ----- -------
<S> <C> <C> <C>
Donald E. Bogle * 52 1998 1998
President and Chief Executive Officer of
the Company since October 1997; from
October 1996 through September 1997
he was President of Home and Building
Control, a unit of Honeywell, Inc. (a
provider of home and building, and
industrial control products); from 1992
to October 1996 various executive and
management capacities with Home and
Building Control; and Industrial Automation
and Control, units of Honeywell, Inc.
F. Lawton Hindle 66 1995 1998
Retired in 1995 as President of Moore
Products Co. (Canada), Inc. (a wholly-owned
subsidiary of the Company)
Thomas C. Moore 65 1969 1998
Retired in 1994 as Regional Manager
of the Company
6
<PAGE>
Edward J. Curry* 51 1986 1999
Executive Vice President and Chief
Operating Officer of the Company
Raymond M. Reed 62 1991 1999
President, R. Reed & Associates, Inc.
(a management consulting firm) and R. Reed
Business Systems Consulting, Inc. (a systems
implementation support firm); independent
consultant to the Company since 1984
James O. Moore 57 1978 2000
Director of Corporate Technology of
the Company
William B. Moore* 55 1978 2000
Vice Chairman of the Board and Chief
Technology Officer since October 1997;
formerly President and Chief Executive
Officer of the Company
Ralph H. Owens 81 1974 2000
Retired in 1986 as Senior Vice President
of the Company
Robert B. Adams 67 1986 2001
President, CEO & Director, EST Group, Inc.
(a manufacturer of pressure plugging and
testing equipment) since 1994; President,
Product Development Services Co.
(a management and engineering consulting
firm) since 1993; Retired in 1993 as Vice
President, Engineering and Secretary
of the Company
Edward T. Hurd* 59 1996 2001
Chairman of the Board of the Company
since August 1996, and independent consultant
to the Company since April 1996; formerly
Executive Vice President of Honeywell, Inc.
and President of Industrial Control, a unit of
Honeywell, Inc.; Director, Total Control Products
Inc. (a provider of control products for the industrial
automation market); Director, Iconics, Inc. (a
manufacturer of industrial automation software)
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C> <C>
Edwin G. Rorke 75 1968 2001
Chairman Emeritus; formerly Chairman of the
Board of the Company; Retired in 1988 as Chief
Executive Officer of the Company
</TABLE>
- ----------------
* member of the Executive Committee
(1) Unless otherwise indicated, the named individuals have held the specified
positions (other than directorships), or other positions with the indicated
entities, for at least five years.
Information Concerning Meetings and Certain Committees
Four meetings of the Board of Directors were held in 1997. No director
attended fewer than 75% of the total meetings of the Board and of any Board
Committees on which he served.
The Company has Audit and Compensation Committees, but does not have a
Nominating Committee.
The Audit Committee, the members of which are presently Robert B. Adams,
Edward J. Curry, and Edwin G. Rorke, held two meetings in 1997. The Audit
Committee recommends the engagement of independent accountants, reviews the
scope of the audit, reviews the financial statements and performance of the
independent accountants, considers comments made by the independent accountants
with respect to the Company's system of internal accounting controls, reviews
controls with the Company's financial and accounting staff and reviews nonaudit
services provided by the Company's independent accountants.
A Compensation Committee is appointed each year to study and make
recommendations to the Board regarding compensation of officers and to
administer employee stock option plans. The Committee held four meetings in
1997. The members of the Committee are (and during all of 1997 were) Robert B.
Adams, Thomas C. Moore, and Ralph H. Owens.
Compensation Committee Interlocks and Insider Participation
Messrs. Owens and Adams formerly were officers and Thomas C. Moore formerly
was a Regional Manager of the Company.
8
<PAGE>
Compensation of Directors
Directors, other than those currently employed by the Company, are paid
$1,000 per day plus travel expenses for each Board and Committee meeting they
attend on separate days. Current Non-employee Directors each receive 1,000 stock
options granted annually under the 1997 Non-Employee Directors Equity Incentive
Plan.
On occasion, directors are compensated on a per diem basis for specific
consulting services and related business expenses. Consulting fees during 1997
of $7,749 were paid to Raymond M. Reed or his affiliated consulting firm
pursuant to a consulting agreement entered into in June 1996, and $111,000 was
paid to Edward T. Hurd pursuant to a consulting agreement entered into in June
1996.
At his retirement in 1995, F. Lawton Hindle, (former officer of the
Company's Canadian subsidiary and a member of the Board of Directors) entered
into a consulting and non-compete agreement with the Company for a three-year
period ending December 31, 1997. Mr. Hindle was paid $10,000 under this
agreement during 1997.
2. OTHER MATTERS
The Board of Directors does not know at present of any matters to be
presented at the Meeting other than those mentioned in the Notice of Meeting and
customary procedural matters. However, if other matters should properly come
before the Meeting, the proxies solicited hereby will be voted on such matters
in accordance with the judgment of the persons voting such proxies, to the
extent permitted by applicable rules of the Securities and Exchange Commission.
9
<PAGE>
ADDITIONAL INFORMATION
Report of the Compensation Committee
Executive compensation at the Company is comprised primarily of base
salary, a performance-related variable incentive bonus (initiated in 1997),
split-dollar life insurance, a pension plan, a 401(k) employee retirement
savings plan with corporate matching contributions and a stock option plan
The Company's executive compensation program, including that for its Chief
Executive Officer, is guided by principles designed to align compensation with
overall business strategy, the current and long-term initiatives of management,
overall corporate performance and Company values. The program is also compared
against statistical studies of comparable positions and responsibilities in
similar organizations to test the competitiveness of total executive
compensation.
The Committee periodically reviews overall compensation policy and design
with the intention of considering changes dictated by industry trends and
Company performance. In 1997, base compensation was determined by an assessment
of each executive's performance, current salary in relation to the salary range
designated for the job, experience, and potential for advancement. The Committee
considered aspects of performance as measured in financial terms, but also
evaluated the success of the management team in areas of performance that cannot
be measured by purely qualitative tools, including development and execution of
strategic plans, development of management and employees, and the exercise of
leadership. All of these factors were collectively taken into account by
management and the Committee in determining the proper levels of base
compensation and annual increases.
Incentive compensation ranging from 10% to 25% was accrued for executives
based on meeting overall corporate operating profit goals, individual
performance and on the extent to which the business plans for their areas of
responsibility were met or exceeded. Between 40% and 80% of 1997 bonuses were
based upon overall operating profit of the Company. The remaining percentage was
based on the achievement of individual and group performance goals. On balance
the performance goals were met or exceeded and therefore compensation was paid
accordingly.
The Company's stock option plan is intended to motivate and reward
employees for establishing and executing long-term business objectives that are
linked to shareholder value. Options granted in 1997 were determined based upon
individual influence, initiative and managerial ability in initiating changes
that are intended to yield long-term profitability and enhance shareholder
value. No particular weight was ascribed by the Committee to any one or more of
these factors. Furthermore, the Committee did not rely on any particular
hurdles, benchmarks or other objective criteria in awarding these options.
10
<PAGE>
For much of 1997 W. B. Moore held the position of President and Chief
Executive Officer of the Company. During 1997 the Committee granted Mr. Moore a
base salary increase of 5.4% which is consistent with the Company's established
merit increase program, relevant experience and competitive market surveys. As
reflected in the Company's financial statements, operating performance in 1997
reflected significant sales growth and much improved operating income. In light
of this performance and assessment of his personal performance, the Committee
granted Mr. Moore a bonus and stock option grant consistent with the criteria
described above.
Upon his appointment as President and Chief Executive Officer in October
1997, the Committee established a compensation package for D. E. Bogle that was
consistent with the established criteria noted above. Base salary was set with
due consideration of survey data and reference to his experience. Incentive pay,
which ranges from 25% to 50% of base salary, is tied to the overall annual
operating performance of the Company. Options granted at the time of his
employment are intended to encourage long term success for the Company that
contributes to shareholder value.
It is the Committee's policy to establish and maintain compensation
programs for executive officers which operate in the best interests of the
Company and its shareholders in achieving the corporation's long-term business
objectives.
Compensation Committee:
Thomas C. Moore
Ralph H. Owens
Robert B. Adams
March 1998
11
<PAGE>
Summary Compensation Table
The following table sets forth certain information concerning the
compensation paid or accrued to or for: (i) the Company's Chief Executive
Officer and (ii) the four most highly compensated other executive officers whose
total annual salary and bonus exceeded 100,000 for 1997.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Compensation
-------------------------- ------------
Shares
Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#) ($)(3)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Donald E. Bogle(1)(2) 1997 39,423 10,000 100,000 --
President and Chief
Executive Officer
William B. Moore(1) 1997 171,885 25,783 2,000 5,800
Vice Chairman of 1996 166,000 0 3,000 5,851
the Board and 1995 166,000 0 0 5,851
Chief Technology
Officer
Edward J. Curry 1997 162,231 32,446 22,000 5,424
Executive Vice 1996 157,000 0 3,000 5,320
President and 1995 147,385 0 11,000 5,152
Chief Operating
Officer
James McDonald 1997 120,884 12,088 2,000 4,482
Vice President, 1996 111,885 0 2,000 4,496
North American 1995 101,231 0 8,000 4,597
Sales
Edward M. Coll 1997 122,731 12,273 2,000 4,408
Vice President, 1996 109,808 0 2,000 4,423
International Sales 1995 94,515 0 7,800 1,890
</TABLE>
- ---------------
(1) Mr. Moore served as President and Chief Executive Officer until October
31, 1997 at which time Mr. Bogle was elected President and Chief
Executive Officer.
(2) See "Employment Terms" below regarding compensation arrangements for
Mr. Bogle.
(3) Except for Mr. Bogle, amounts disclosed as "all other compensation"
represent Company matching contributions under a 401(k) retirement
savings plan, and annual premiums paid under an officer split-dollar
insurance program that provides supplemental life insurance coverage for
each executive officer (to a maximum of $100,000) to retirement and
$100,000 after retirement. A portion of the premiums paid by the Company
for an executive officer's split-dollar policy will be repaid to the
Company out of the death benefit under such policy.
12
<PAGE>
Employment Terms
The Company and Mr. Bogle have agreed upon certain basic terms of
employment that it is expected will ultimately be incorporated into a written
employment agreement. The basic elements of that agreement are as follows: Mr.
Bogle's compensation as approved by the Compensation Committee includes a base
salary of $250,000 per year plus a bonus ranging from 25% to 50% of base salary
if certain business plan objectives are achieved. Long-term compensation tied to
shareholder value was provided with the granting in 1997 of non-qualified stock
options to purchase 100,000 shares of common stock. Half of the granted shares
vest on January 1, 1999. The remaining 50,000 shares vest on January 1, 2003,
but vesting will be accelerated upon achievement of certain operating
performance goals. Furthermore, if certain operating goals are achieved for 1999
an additional grant of options for 50,000 shares will be made at the then
current common stock market price. In addition, to the above the Company will
reimburse Mr. Bogle for relocation costs, grossed up for taxes and will provide
employee benefits, use of an automobile, and premiums on an executive life
insurance policy. It is contemplated that in the event of termination of
employment in certain circumstances, Mr. Bogle will be entitled to one years
salary plus bonus to the extent earned, continuation of various insurance
benefits, and immediate vesting of granted options to be exercised within one
year.
Pension Plan
The Company has a defined benefit pension plan which covers all employees
over age 21 with one year of service. A plan member's annual pension is 1.5% of
the average of his highest five consecutive years' base salary, multiplied by
the number of years of credited service at date of retirement. The base salary
or wages paid by the Company to plan participants is the only compensation
covered by the plan. The 1997 covered compensation and credited years of service
for the executive officers listed above were as follows: D. E. Bogle - $250,000
with no years; W. B. Moore - $175,000 with 30 years; E. J. Curry - $165,000 with
18 years; J. McDonald - $124,000 with 26 years; and E. M. Coll - 130,000 with 26
years.
The following table illustrates the estimated straight-life annual
retirement benefits payable at normal retirement age under the plan. The
benefits listed are not subject to any deduction for Social Security benefits or
other offset amounts. Benefits are subject to limitations imposed by the
Internal Revenue Code, which includes a $160,000 annual compensation limit.
Years of Service
-----------------------------------------------
Remuneration 10 Years 20 Years 30 Years 40 Years
- ------------- -------- -------- -------- --------
$ 100,000 $ 15,000 $ 30,000 $ 45,000 $ 60,000
125,000 18,750 37,500 56,250 75,000
150,000 22,500 45,000 67,500 90,000
175,000 24,000 48,000 72,000 96,000
200,000 24,000 48,000 72,000 96,000
225,000 24,000 48,000 72,000 96,000
250,000 24,000 48,000 72,000 96,000
275,000 24,000 48,000 72,000 96,000
300,000 24,000 48,000 72,000 96,000
13
<PAGE>
Stock Option Grants, Exercises and Holdings
The following tables set forth information concerning options to purchase
common stock granted to and exercised by the individuals named in the Summary
Compensation Table during 1997, and unexercised stock options held by them at
the end of 1997. All options were granted under the 1994 Incentive Stock Option
and Non-Qualified Stock Option Plan.
Option Grants in 1997
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
% of Total Potential Realizable
Number of Options Value at Assumed
Shares Granted Exercise Annual Rate of Stock
Underlying Employees or Base Price Appreciation For
Options in Fiscal Price Expiration Option Term
Name Granted(#) Year ($/Sh) Date 5%($) 10%($)
---- ---------- --------- -------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald E. Bogle 100,000(1) 40.77 28.875 10/30/2007 1,815,933 4,601,931
William B. Moore 2,000(2) .82 23.38 4/29/2002 7,482 21,687
Edward J. Curry 2,000(3) .82 21.25 4/29/2002 26,728 67,734
20,000(4) 8.15 28.875 10/30/2007 363,187 920,386
James McDonald 2,000(3) .82 21.25 4/29/2007 26,728 67,734
Edward M. Coll 2,000(3) .82 21.25 4/29/2007 26,728 67,734
</TABLE>
- ----------------
(1) The exercise price of these options was 100% of the fair market value on
the date of grant. 50,000 options become exercisable on 1/1/1999. The
remaining 50,000 options become exercisable on 1/1/2003, but will be
accelerated if certain operating performance goals are met.
(2) The exercise price of these options was 110% of the fair market value on
the date of grant, and they become exercisable in four equal
installments commencing on date of grant, subject to possible
acceleration in certain circumstances.
(3) The exercise price of these options was 100% of the fair market value on
the date of grant, and they become exercisable in five equal
installments commencing on date of grant, subject to possible
acceleration in certain circumstances.
(4) The exercise price of these options was 100% of the fair market value on
the date of grant. Options become exercisable on 1/1/2003, except that
vesting will be accelerated upon completion of certain strategic goals.
14
<PAGE>
Aggregate Option Exercises in 1997 and Year-End Option Values
<TABLE>
<CAPTION>
Shares
Acquired Number of Shares Value of Unexercised
On Value Underlying Unexercised In-the-Money Options at
Exercise Realized Options at FY-End(#) FY-End($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- -------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Donald E. Bogle None N/A 0 /100,000 0 /762,500
William B. Moore None N/A 8,250/ 6,750 156,544/112,371
Edward J. Curry None N/A 9,200/33,800 183,100/419,150
James McDonald None N/A 6,300/10,200 128,225/194,900
Edward M. Coll None N/A 6,040/ 9,960 122,890/190,010
</TABLE>
- --------------
(1) Market value of underlying securities at year-end, minus the exercise price
of "in-the-money" options.
Shareholder Return Performance Graph
The following graph compares for the years 1993 through 1997 the yearly
change in the cumulative total shareholder return on the Company's common stock
with the cumulative total returns, as calculated by Media General Financial
Services, for the NASDAQ Market Value Index and an index comprised of 150
publicly traded companies as classified by Dow Jones & Company, Inc. into an
industry group identified as "Industrial Technology."
[GRAPHIC OMITTED]
[GRAPHIC]
In the printed version of the document, a line graph
appears which depicts the following plot points:
FIVE YEAR CUMULATIVE TOTAL RETURN
---------------------------------
1992 1993 1994 1995 1996 1997
---- ------ ------ ------ ------ ------
MOORE PRODUCTS CO. 100 89.28 87.84 102.96 103.68 213.12
INDUSTRY INDEX 100 103.25 112.63 168.3 169.98 184.33
NASDAQ 100 119.95 125.94 163.35 202.99 248.3
The above graph assumes that the value of the investment was $100 on
December 31, 1992, and that all dividends were reinvested.
15
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP served as the Company's independent public accountants to
audit the accounts of the Company and its subsidiaries for 1997. Auditors to
serve in 1998 will be appointed in May, 1998 in accordance with the Company's
standard practice. Ernst & Young LLP has served as the Company's auditors since
1968. Representatives of Ernst & Young LLP will not be present at the Annual
Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
Under Securities and Exchange Commission rules, shareholders meeting
specific eligibility requirements are entitled to have certain types of
proposals included in the Company's Proxy Statement. Any such shareholder
desiring to have a proposal included in the Company's Proxy Statement for its
1999 Annual Meeting must deliver such proposal (which must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934) to the
attention of the Corporate Secretary, at the address of the Company set forth
below, not later than December 7, 1998.
Annual Report
The Annual Report to shareholders containing audited results for the year 1997
accompanies this Proxy Statement, but is not to be regarded as proxy
solicitation material.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR 1997, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED TO ANY
SHAREHOLDER WITHOUT CHARGE UPON WRITTEN REQUEST TO THE ATTENTION OF THE
CORPORATE TREASURER, MOORE PRODUCTS CO., SPRING HOUSE, PENNSYLVANIA 19477.
ROBERT E. WISNIEWSKI
Secretary & Treasurer
March 27, 1998
<PAGE>
MOORE PRODUCTS CO.
Annual Meeting of Shareholders May 1, 1998
This Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) EDWARD J. CURRY and ROBERT E. WISNIEWSKI
or either of them, with full power of substitution, proxies to vote, as
designated on the reverse side, all of the voting shares of capital stock of
MOORE PRODUCTS CO. held of record by the undersigned on March 12, 1998, at the
Annual Meeting of Shareholders to be held on May 1, 1998, and at any
adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO CONTRARY DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1 ON THE REVERSE SIDE AND IN ACCORDANCE WITH THE PROXIES'
BEST JUDGEMENT UPON OTHER MATTERS PROPERLY COMING BEFORE THE MEETING AND ANY
ADJOURNMENTS THEREOF.
(Continued on reverse side)
MOORE PRODUCTS CO.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. IF YOUR STOCK
CERTIFICATE IS LOST, STOLEN OR DESTROYED, OR IF YOU CHANGE YOUR ADDRESS, PLEASE
CONTACT OUR STOCK TRANSFER AGENT, CHASEMELLON SHAREHOLDER SERVICES, AT
1-800-526-0801.
<PAGE>
1. Election of Directors
To vote FOR To Withhold
the nominees Authority to vote
listed below for the nominees
check this box check this box
(except as marked to the
contrary below)
/ / / /
(To withhold authority to vote for any individual nominee, strike a line through
the nominee's name listed below.)
Donald E. Bogle F. Lawton Hindle Thomas C. Moore
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
DATED: 1998
-----------------------------
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, or as executor,
administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THE PROXY CARD(S) USING THE ENCLOSED
ENVELOPE.
2
