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 Section 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.
1201 Sumneytown Pike
Spring House, Pennsylvania 19477
-----------------------------
NOTICE OF 1999 ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1999
-----------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of Moore Products Co. (the "Company")
will be held on Friday, April 30, 1999, at 11:00 A.M. local time at the office
of the Company, Spring House, Pennsylvania, for the following purposes:
1. To elect two 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 11, 1999, 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 26, 1999
<PAGE>
Moore Products Co.
1201 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 April 30, 1999, 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 March
31, 1999.
Voting Securities
As of March 1, 1999, the Company had outstanding 2,637,091 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 1, 1999, (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.
<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 633,567(3)(4) 24.0
Preferred 172,890(4) 98.3
Moore Products Co. Pension Plan Common 500,000(5) 19.0
Frances O. Moore Common 326,854(3)(6) 12.1
Preferred 172,890(6) 98.3
Dimensional Fund Advisors Inc. Common 187,400(7) 7.1
Franklin Resources, Inc. Common 134,700(8) 5.1
Robert B. Adams, Director Common 6,033(9) *
Donald E. Bogle, Director Common 50,000(9) 1.9
President and Chief
Executive Officer
Edward J. Curry, Director, Common 26,892(9)(10) 1.0
Executive Vice President and
Chief Operating Officer
F. Lawton Hindle, Director Common 5,360(9) *
Edward T. Hurd, Director Common 37,000(9) 1.4
Chairman of the Board
James O. Moore, Director Common 344,153(3)(9)(11) 13.0
Preferred 1,020 *
Thomas C. Moore, Director Common 338,326(3)(9)(12) 12.8
Preferred 1,020 *
William B. Moore, Director Common 354,211(3)(9)(13) 13.4
Vice Chairman of the Board Preferred 1,020 *
and Chief Technology Officer
Raymond M. Reed, Director Common 8,000(9) *
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Ralph H. Owens, Director Common 6,331(9) *
Edwin G. Rorke, Director Common 8,022(9) *
Edward M. Coll, Vice President, Common 11,505(9) *
International Sales
James McDonald, Vice President, Common 11,321(9) *
Strategic Accounts
All directors and executive Common 1,123,880(3)(14) 39.9
officers as a group Preferred 3,060 1.7
(17 in number)
- -----------------
*Less than 1%
</TABLE>
(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, CA 90401. The address of Franklin Resources, Inc. is
777 Mariners Island Blvd., San Mateo, CA 94404.
(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, 1998, 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 and
<PAGE>
R. E. Wisniewski, Secretary and Treasurer of the Company, both 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.
(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 its Schedule 13G, Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, furnishes investment
advice to four registered investment companies and serves as an investment
manager to certain other investment vehicles. All of the indicated common
shares are owned by such investment companies and vehicles, and Dimensional
has voting and investment power with respect to such shares. Dimensional
disclaims beneficial ownership of all such shares.
(8) 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.
(9) 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 - 2,000; D. E. Bogle - 50,000; E.
M. Coll - 10,680; E. J. Curry - 25,800; F. L. Hindle - 5,360; E. T. Hurd -
37,000; J. McDonald - 11,100; J. O. Moore - 1,000; T. C. Moore - 2,000; W.
B. Moore - 2,500; R. H. Owens - 2,000; R. M. Reed - 8,000; E. G. Rorke -
2,000.
(10) Does not include the 500,000 common shares held by the Company's Pension
Plan (see footnote (5) above).
(11) Includes: 300,000 common shares held by him as co-trustee of the two
trusts referred to in footnote (4) above; and 4,333 common shares held by
him as trustee of a trust established by Frances O. Moore.
(12) Includes: 10,000 common shares held by him as joint trustee for his
children; 300,000 common shares held by him as co-trustee of the two
trusts referred to in footnote (4) above; 4,334 common shares held by him
as trustee of a trust established by Frances O. Moore; and 4,125 common
shares held by him as custodian for his minor grandchildren and great
grandchild.
(13) Includes: 300,000 common shares held by him as co-trustee of the two
trusts referred to in footnote (4) above; 4,333 common shares held by him
as trustee of a trust established by Frances O. Moore; and an aggregate of
3,500 common shares owned directly by his minor child.
(14) Includes 175,520 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.
<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 1999 Annual Meeting, the shareholders will elect two directors
for a term expiring in 2003. The following have been nominated by the Board of
Directors to serve as directors until the 2003 Annual Meeting of shareholders,
or until a successor is elected and has duly qualified.
Edward J. Curry Raymond M. Reed
The above nominees currently are serving as directors of the Company and
were elected by the Company's shareholders. 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 two directors.
The following table sets forth as of March 11, 1999, 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>
Edward J. Curry * 52 1986 1999
Executive Vice President and Chief
Operating Officer of the Company
Raymond M. Reed 63 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 58 1978 2000
Director of Corporate Technology of
the Company
William B. Moore * 56 1978 2000
Vice Chairman of the Board and Chief
Technology Officer
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Ralph H. Owens 82 1974 2000
Retired in 1986 as Senior Vice President
of the Company
Robert B. Adams 68 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 * 60 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)
Edwin G. Rorke 76 1968 2001
Chairman Emeritus; formerly Chairman of the
Board of the Company; Retired in 1988 as Chief
Executive Officer of the Company
Donald E. Bogle * 53 1997 2002
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
F. Lawton Hindle 67 1995 2002
Retired in 1995 as President of Moore
Products Co. (Canada), Inc. (a wholly-owned
subsidiary of the Company)
Thomas C. Moore 66 1969 2002
Retired in 1992 as Regional Manager
of the Company
* member of the Executive Committee
</TABLE>
- -----------------
(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 1998. 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 members of the Audit Committee are: Robert B. Adams, Edward J. Curry,
Raymond M. Reed, and Edwin G. Rorke. The Audit Committee met four times in 1998.
The primary functions of the Audit Committee are to:
o Recommend the engagement of independent auditors and review the scope
of audit activities and results thereof.
o Review the format and content of financial statements to be included
in the annual report to shareholders.
o Review the adequacy of internal accounting and financial controls
with financial management and independent auditors.
o Review any recommendations of the independent auditors and management
responses.
The members of the Compensation Committee are: Robert B. Adams, Thomas C.
Moore, Ralph H. Owens, and Raymond M. Reed. The Compensation Committee met four
times in 1998.
The primary functions of the Compensation Committee are to:
o Review and establish compensation programs for attracting, retaining
and promoting executive officers, and for developing future senior
management.
o Appraise the performance and approve compensation levels of the Chief
Executive Officer and other executive officers.
<PAGE>
o Review and approve payments under incentive compensation plans for
executive officers.
o Administer stock option or other stock-based compensation plans of
the Company.
o Review and approve employment, severance and compensation agreements
with individual executive officers.
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.
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. These options are granted at fair market value, become exercisable six
months after the date of grant and expire ten years after the date of grant,
subject to earlier exercise and termination in certain circumstances. During
1998, the non-employee directors (Messrs. Reed, Owens, Adams, Hurd, Rorke,
Hindle, and T. C. Moore) each were granted 1,000 options exercisable at $34.625
per share under this Plan.
On occasion, directors are compensated on a per diem basis for specific
consulting services and related business expenses. During 1998 F. Lawton Hindle
received $9,500 for consulting services. Pursuant to separate agreements entered
into in June 1996, consulting fees of $10,080 were paid to Raymond M. Reed or
his affiliated consulting firm, and consulting fees of $96,000 plus per diem
living expenses and reimbursed business expenses of $37,044 were paid to Edward
T. Hurd.
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.
In the latter regard, the Company intends to avail itself, until further notice,
of the provisions of Rule 14a-4(c)(i) under the Securities Exchange Act of 1934,
which grants the persons voting the proxies discretionary authority to vote on
any shareholder proposals presented at an Annual Meeting of which the Company
has not received notice at least 45 days before the anniversary of the date on
which the Company first mailed its proxy materials for the previous year's
Annual Meeting. The Company received no notice of any shareholder proposal by
such date (i.e. February 10, 1999).
<PAGE>
ADDITIONAL INFORMATION
Report of the Compensation Committee
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.
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 Committee periodically reviews overall executive compensation policy
and design with the intention of considering changes dictated by industry trends
and Company performance. In 1998, 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 the Committee in determining the proper levels of base compensation
and annual increases.
In 1998 executive officers, other than the Chief Executive Officer, were
eligible for incentive compensation targeted at 15 to 25% of salary 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 30% and 80% of 1998 bonuses were based upon overall
operating profit of the Company. The remaining 70% to 20% was based on the
achievement of individual and/or group performance goals. A threshold level of
operating profit was required to be met before executive incentives could be
earned.
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 are 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 does not rely on any particular
hurdles, benchmarks or other objective criteria in awarding these options.
Grants in 1998 were limited to competitive situations where the Company was
attempting to attract executive officers and senior managers with talent and
experience to key positions that were determined to be vital to the growth of
its business.
<PAGE>
Following his appointment in October 1997 as President and Chief Executive
Officer, Mr. Bogle identified and launched several strategic initiatives
designed to improve long-term operating performance of the Company. Based upon
consideration of the criteria noted above, assessment of his efforts,
consideration of his experience and relevant market surveys, the Committee
granted Mr. Bogle an 8% salary increase during 1998. Mr. Bogle is also eligible
to receive incentive pay ranging from 25% to 50% of his base salary, based upon
achievement of certain financial operating performance goals by the Company. No
incentive compensation was earned by him in 1998. 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 Company's long-term business
objectives.
Compensation Committee:
Robert B. Adams
Thomas C. Moore
Ralph H. Owens
Raymond M. Reed
March 1999
<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 $100,000 for 1998 (collectively, the
"Named Officers").
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------- ------------
Shares
Underlying All Other
Name and Salary Bonus Options Compensation
Principal Position Year ($) ($) (#) ($)(1)
- ------------------ ---- ------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Donald E. Bogle 1998 253,077 0 0 85,376(2)
President and Chief 1997 39,423 10,000 100,000 0
Executive Officer
Edward J. Curry 1998 200,000 0 0 5,951
Executive Vice 1997 162,231 32,446 22,000 5,424
President and 1996 157,000 0 3,000 5,320
Chief Operating
Officer
William B. Moore 1998 175,000 0 0 5,994
Vice Chairman of 1997 171,885 25,783 2,000 5,800
the Board and 1996 166,000 0 3,000 5,851
Chief Technology
Officer
Edward M. Coll 1998 130,000 0 0 4,503
Vice President, 1997 122,731 12,273 2,000 4,408
International Sales 1996 109,808 0 2,000 4,423
James McDonald 1998 124,000 0 0 5,044
Vice President, 1997 120,884 12,088 2,000 4,482
Strategic Accounts 1996 111,885 0 2,000 4,496
</TABLE>
- --------------------
(1) 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 up to a maximum of $100,000 until 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.
(2) Represents reimbursable moving expenses.
<PAGE>
Employment Terms
In connection with his hiring as President and Chief Executive Officer,
Donald E. Bogle and the Company have agreed upon certain 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
current compensation as approved by the Compensation Committee includes a base
salary of $270,000 per year plus an incentive 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 option shares vested on January 1, 1999, while remaining option
shares will vest 25,000 on January 1, 2000, and 25,000 on January 1, 2001.
Future grants of stock options will be considered by the Compensation Committee
subject to an evaluation of individual and corporate performance. In addition to
the above, the Company has reimbursed Mr. Bogle for relocation costs grossed up
for taxes, and provides 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 year's 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 1998 covered compensation and credited years of service
for the Named Officers were as follows: D. E. Bogle - $270,000 with 1 year; W.
B. Moore - $175,000 with 31 years; E. J. Curry - $200,000 with 19 years; E. M.
Coll - $130,000 with 27 years; and J. McDonald - $124,000 with 27 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.
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------
Remuneration 10 Years 20 Years 30 Years 40 Years
- ------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$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
</TABLE>
<PAGE>
Stock Option Grants, Exercises and Holdings
The following table sets forth information concerning options to purchase
common stock of the Company exercised by the Named Officers during 1998, and
unexercised stock options held by them at the end of 1998. All options were
granted under the 1994 Incentive Stock Option and Non-qualified Stock Option
Plan. Such options are granted at fair market value, generally become
exercisable at 20% per year and expire ten years after the date of grant,
subject to earlier exercise and termination in certain circumstances.
No options were granted to any of the Named Officers during 1998.
Aggregate Option Exercises in 1998 and Year-End Option Values
<TABLE>
<CAPTION>
Shares Number of Shares Value of Unexercised
Acquired 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 0/0
William B. Moore 3,000 44,916 9,000/3,000 49,247/6,142
Edward J. Curry None N/A 23,800/19,200 98,450/56,300
Edward M. Coll None N/A 9,240/6,760 65,350/39,550
James McDonald None N/A 9,600/6,900 68,050/40,575
</TABLE>
- -----------------
(1) Market value of underlying securities at year-end, minus the exercise price
of "in-the-money" options.
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.
<PAGE>
Based solely upon review of the copies of such reports furnished to the
Company and/or written representations, the Company believes that there was
timely compliance for the fiscal year ended December 31, 1998, with all Section
16(a) filing requirements applicable to the Company's officers, directors and
greater than ten percent beneficial owners.
Shareholder Return Performance Graph
The following graph compares for the years 1994 through 1998 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]
In the printed version of the document, a line graph
appears which depicts the following plot points:
1993 1994 1995 1996 1997 1998
---- ------ ------ ------ ------ ------
Moore Products Co. 100 98.39 115.32 116.13 238.71 159.88
Industry Index 100 107.51 161.61 164.64 179.37 152.61
NASDAQ 100 104.99 136.18 169.23 207.00 291.96
The above graph assumes that the value of the investment was $100 on
December 31, 1993, and that all dividends were reinvested.
<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 1998. Auditors to
serve in 1999 will be appointed in April 1999, 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
2000 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 6, 1999.
Annual Report
The Annual Report to shareholders containing audited financial statements for
the year 1998 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 1998, 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 SECRETARY, MOORE PRODUCTS CO., SPRING HOUSE, PENNSYLVANIA 19477.
ROBERT E. WISNIEWSKI
Secretary & Treasurer
March 26, 1999
