<DOCUMENT>
<TYPE>424B1
<SEQUENCE>1
<FILENAME>y52250b1e424b1.txt
<DESCRIPTION>MOOG INC.
<TEXT>
<PAGE>
                                                Filed pursuant to Rule 424(b)(1)
                                                Registration No. 333-67640


PROSPECTUS

                                2,000,000 SHARES

                                  [MOOG LOGO]

                              CLASS A COMMON STOCK

                             ----------------------

       We are selling 1,980,000 shares and the Seneca Foods Foundation is
selling 20,000 shares of our Class A common stock.

       Our Class A common stock trades on the New York Stock Exchange under the
symbol "MOG.A." On November 14, 2001, the last reported sale price of our shares
of Class A common stock on the New York Stock Exchange was $21.10 per share.

       INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED
IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

                             ----------------------

<Table>
<Caption>
                                                              PER SHARE           TOTAL
                                                              ---------           -----
<S>                                                           <C>              <C>
Public offering price.......................................   $21.00          $42,000,000
Underwriting discount.......................................    $1.10           $2,200,000
Proceeds, before expenses, to Moog..........................   $19.90          $39,402,000
Proceeds, before expenses, to the selling shareholder.......   $19.90             $398,000
</Table>

       The underwriters may also purchase up to an additional 300,000 shares
from us at the public offering price, less the underwriting discount, within 30
days from the date of this prospectus to cover over-allotments.

       Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

       The shares will be ready for delivery on or about November 20, 2001.

                             ----------------------

MERRILL LYNCH & CO.

                               CREDIT SUISSE FIRST BOSTON
                                                                   SG COWEN

                             ----------------------

               The date of this prospectus is November 14, 2001.
<PAGE>

     [On the inside front cover of the prospectus appears a three page gatefold
on which is depicted examples of product applications for Moog's servovalve and
servoactuator products and control systems in the aircraft, space and industrial
markets as follows: Aircraft -- the F/A 18 E/F Super Hornet, the V- 22 Osprey,
the Bombardier BD- 100 Continental and the Boeing 747; Space -- the Space
Shuttle, Missile Defense, tactical missiles and satellites;
Industrial -- turbines, motion simulators and plastics manufacturing machinery.
On each page of the gatefold appears the following text: "Moog's servovalves and
servoactuators provide precision motion and fluid control for products in
aircraft, space and industrial markets."]
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Prospectus Summary..........................................     1
Recent Developments.........................................     6
Risk Factors................................................     7
Forward-Looking Statements..................................    11
Use of Proceeds.............................................    12
Price Range of Class A Common Stock and Dividend Policy.....    13
Capitalization..............................................    14
Selected Financial Data.....................................    15
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................    17
Business....................................................    26
Management..................................................    36
Principal and Selling Shareholder...........................    39
Description of Capital Stock................................    43
Underwriting................................................    45
Legal Matters...............................................    48
Experts.....................................................    48
Where You Can Find More Information.........................    48
Incorporation of Information We File With the SEC...........    48
</Table>

                             ----------------------

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.

                                        i
<PAGE>

                               PROSPECTUS SUMMARY

     This summary highlights material information contained elsewhere in this
prospectus. Because it is a summary, it may not include all of the information
that is important to you. You should read the entire prospectus before
investing. All information in this prospectus assumes the underwriters'
over-allotment option is not exercised, unless otherwise noted. References to
Moog, we, us and our refer to Moog Inc. and our subsidiaries. Our fiscal year
ends on the last Saturday in September of each year. References to a fiscal year
are to the year ended on the last Saturday in September in the referenced year.
For example, fiscal 2000 refers to the fiscal year ended September 30, 2000. All
information in this prospectus reflects the three-for-two split of our common
stock effected September 21, 2001.

                                   MOOG INC.

     We are a leading worldwide designer and manufacturer of high performance,
precision motion and fluid controls and control systems for a broad range of
applications in aerospace and industrial markets. Our products and systems are
used in the flight control of military and commercial aircraft, satellite
positioning, tactical and strategic missile steering and the thrust vector
control of space launch vehicles. They are also used in a wide variety of
industrial applications, including power-generating turbines and injection
molding machines. Our global base of military and commercial aerospace customers
includes large original equipment manufacturers, or OEMs, such as The Boeing
Company, Lockheed Martin Corporation, Northrop Grumman Corporation and Raytheon
Company, and the U.S. and foreign governments. We also serve a diverse base of
industrial machine manufacturers. We have operations in 21 countries and, in
fiscal 2000, sales from our foreign operations were 25% of total sales. We
design and manufacture our control products and systems within three operating
groups: aircraft controls; space controls; and industrial controls. In fiscal
2000, sales in our aircraft controls, space controls and industrial controls
segments were 48%, 18% and 34%, respectively, of our total sales.

     We have an excellent reputation in the industries we serve based on our
strong engineering and design capabilities and the reliability of our products.
We have developed close relationships with our customers that allow us to
effectively evaluate their precision control requirements and identify new
business opportunities. Our products and systems employ devices known as
servovalves and servoactuators that control the position, velocity or force of
moving objects with accuracy that can be measured in millionths of an inch. Not
only are these devices extremely accurate, they also respond to commands in as
little as thousandths of a second and as frequently as one hundred times a
second. We produce our products and systems by employing low cost facilities in
the Philippines and India and lean manufacturing strategies to manage our costs
and realize higher profits.

     Since our founding in 1951, our focus has been to design solutions to our
customers' complex motion control requirements. The technology behind our
products originated from our involvement on various missile programs and NASA
space missions in the 1950's and 1960's. We have adapted our technologies to
other product applications in aircraft controls and industrial controls. We
believe we are a market share leader in supplying OEM flight control actuation
systems for military and commercial aircraft, steering controls for launch
vehicles and propellant controls for satellites. Our products have been used in
almost every U.S. military aircraft and numerous foreign military aircraft. We
have an installed base of products on the F-15 Eagle, the F/A-18 C/D Hornet, the
B-2 Stealth Bomber and other programs. We also supply controls for newer
military aircraft programs such as the F/A-18 E/F Super Hornet, the V-22 Osprey
tiltrotor and the Joint Strike Fighter. We supply steering controls for a number
of strategic and tactical missile programs, for NASA's Space Shuttle, for almost
every make of geosynchronous satellite currently produced and for the Delta IV
and Atlas Evolved Expendable Launch Vehicle programs. We supply flight controls
to the major commercial aircraft manufacturers, Boeing and Airbus Industrie, and
currently provide flight controls for more applications on the Boeing 7-series
airplanes than any of our competitors. We also believe we are the leading
producer of servovalves for global industrial applications.

     The markets we serve provide substantial opportunity for aftermarket sales.
Aftermarket sales are sales of spare and replacement parts and repair and
overhaul services. In fiscal 2000, aftermarket sales
                                        1
<PAGE>

were 23% of our total sales. The high technological content of our products and
our reputation for reliability encourages customers and end-users to use our
routine repair and maintenance services. For example, we provide product support
to most major commercial airlines.

OUR INDUSTRY

     The motion control industry is fragmented but is consolidating. The number
of motion control suppliers is decreasing in part due to acquisitions within the
industry and customer preference to manage fewer suppliers. To be successful,
companies will need to offer a broad range of controls solutions and services
and deliver them cost-efficiently. Additional trends affecting the markets we
serve include:

  Aerospace

     - Increasing military spending;

     - Aging of existing military and commercial aircraft fleets, requiring
       aftermarket support;

     - Increasing spending by NASA on the Space Shuttle;

     - Increasing outsourcing of repair and maintenance functions by the U.S.
       Department of Defense, airlines and OEMs;

     - Increasing spending on missile programs, including National Missile
       Defense; and

     - Stability in the satellite market.

  Industrial

     - Long-term growth in the plastics manufacturing machinery, power
       generation and motion simulation markets;

     - Continued focus by manufacturers on improving the productivity of their
       equipment;

     - Increasing customer preference to subcontract complete systems solutions;
       and

     - Expanded use of microprocessor controls on all types of machinery.

OUR GROWTH STRATEGY

     Key elements of our growth strategy include:

     - Capitalizing on Increasing Defense Spending.  As a supplier on many U.S.
       military aircraft and missile programs, including National Missile
       Defense, we expect to benefit from increasing defense spending.

     - Capitalizing on Aftermarket Opportunities.  We expect our aftermarket
       sales to grow as military and commercial aircraft age, as the U.S.
       Department of Defense continues to outsource military equipment repair
       and maintenance and as our installed base of industrial controls products
       continues to grow.

     - Pursuing Acquisitions.  We have been and will continue to be a
       consolidator in the fragmented precision control industry.

     - Focusing on System Integration in Industrial Applications.  We believe we
       can increase sales to industrial customers by working with their
       engineering staffs in the design and development of highly engineered
       precision control systems for specific industrial market applications.

     - Broadening the Application of Our Technology to New Markets.  We believe
       we can increase sales by adapting our current technology to new markets,
       such as the packaging and oil exploration markets, and to new product
       applications, such as wind turbines and electrically actuated motion
       controls for injection molding machines and training simulators.

                                        2
<PAGE>

                                  THE OFFERING

<Table>
<S>                                            <C>
Class A common stock offered:
  By Moog....................................  1,980,000 shares
  By the selling shareholder.................  20,000 shares
                                               -----------
  Total......................................  2,000,000 shares
Shares outstanding after offering:
  Class A common stock.......................  12,886,949 shares
  Class B common stock.......................  2,167,922 shares
                                               -----------
  Total......................................  15,054,871 shares
Use of proceeds..............................  We estimate that our net proceeds from this
                                               offering will be approximately $38.9 million.
                                               We intend to use these net proceeds to redeem
                                               a portion of our 10% senior subordinated
                                               notes and for general corporate purposes.
                                               We will not receive any proceeds from the
                                               sale of shares of Class A common stock by the
                                               selling shareholder.
Risk Factors.................................  See "Risk Factors" and other information
                                               included in this prospectus for a discussion
                                               of factors you should carefully consider
                                               before deciding to invest in shares of our
                                               Class A common stock.
New York Stock Exchange symbols:
  Class A common stock.......................  MOG.A
  Class B common stock.......................  MOG.B
</Table>

     The total number of shares of common stock outstanding after the offering
is based on 13,074,871 shares of common stock outstanding on November 13, 2001.
This number excludes:

     - 565,800 shares of Class A common stock issuable upon exercise of
       outstanding stock options granted under our stock option plans as of
       November 13, 2001, at a weighted average exercise price of $17.32 per
       share;

     - 403,500 shares of Class A common stock reserved and available for future
       issuance under our stock option plans as of November 13, 2001;

     - 10,787 shares of Class A common stock reserved for issuance upon the
       conversion of our convertible Series B preferred stock; and

     - up to 300,000 shares that may be issued upon the underwriters' exercise
       of their over-allotment option.

Shares of Class B common stock are convertible into shares of Class A common
stock on a one-for-one basis. On all matters, other than the election of
directors or as required by law, the Class A common stock and Class B common
stock vote as a single class with each share of Class A common stock entitled to
a one-tenth vote per share and each share of Class B common stock entitled to
one vote per share. See "Description of Capital Stock" set forth elsewhere in
this prospectus for additional information.

                                        3
<PAGE>

                         SUMMARY FINANCIAL INFORMATION

     You should read the following summary financial information together with
our financial statements and related notes incorporated by reference in this
prospectus. The summary financial information for the three year period ended
September 30, 2000 has been derived from our audited financial statements. The
summary financial information for the nine months ended June 30, 2001 and 2000
has been derived from our unaudited financial statements. In the opinion of
management, these unaudited financial statements include all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the financial position and the results of operations for these periods. The per
share data in the table below has been adjusted to reflect the three-for-two
split of our common stock effected September 21, 2001.

<Table>
<Caption>
                                                                                           NINE MONTHS ENDED
                                                                FISCAL                         JUNE 30,
                                                 ------------------------------------   -----------------------
                                                    1998       1999(1)      2000(2)        2000       2001(3)
                                                 ----------   ----------   ----------   ----------   ----------
                                                                                              (UNAUDITED)
                                                          (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                              <C>          <C>          <C>          <C>          <C>
STATEMENT OF EARNINGS DATA:
Net sales:
  Aircraft Controls............................  $    254.1   $    302.1   $    311.8   $    227.3   $    248.2
  Space Controls...............................        93.4        110.0        112.4         87.4         76.5
  Industrial Controls..........................       189.1        217.9        219.8        163.4        194.8
                                                 ----------   ----------   ----------   ----------   ----------
Net sales......................................       536.6        630.0        644.0        478.1        519.5
Cost of sales..................................       374.0        432.0        448.7        332.6        365.8
                                                 ----------   ----------   ----------   ----------   ----------
Gross profit...................................       162.6        198.0        195.3        145.5        153.7
Research and development.......................        27.5         33.3         22.0         16.8         18.5
Selling, general and administrative............        85.4        100.0        102.0         75.3         80.3
Interest.......................................        20.1         28.2         33.3         24.6         24.3
Other..........................................        (0.3)        (0.2)        (0.6)          --         (0.2)
                                                 ----------   ----------   ----------   ----------   ----------
                                                      132.7        161.3        156.7        116.7        122.9
                                                 ----------   ----------   ----------   ----------   ----------
Earnings before income taxes...................        29.9         36.7         38.6         28.8         30.8
Income taxes...................................        10.6         12.3         13.2          9.9         10.3
                                                 ----------   ----------   ----------   ----------   ----------
Net earnings...................................  $     19.3   $     24.4   $     25.4   $     18.9   $     20.5
                                                 ==========   ==========   ==========   ==========   ==========
PER SHARE DATA:
Net earnings:
  Basic........................................  $     1.55   $     1.82   $     1.92   $     1.42   $     1.56
  Diluted......................................  $     1.51   $     1.80   $     1.90   $     1.41   $     1.55
Shares used in computing net earnings per
  share:
  Basic........................................  12,422,961   13,391,054   13,242,966   13,281,075   13,099,041
  Diluted......................................  12,765,753   13,571,186   13,362,936   13,396,236   13,249,208
OTHER DATA:
Cash flows from operating activities...........  $     23.4   $     42.7   $     44.9   $     26.4   $     31.2
Cash flows from investing activities...........       (42.3)      (196.3)       (26.1)       (17.4)       (47.8)
Cash flows from financing activities...........        23.7        152.1        (13.8)        (8.6)        11.2
EBITDA(4)......................................        72.7         95.5        102.3         76.1         78.7
EBITDA as a percentage of net sales(4).........        13.5%        15.2%        15.9%        15.9%        15.1%
Depreciation and amortization..................  $     22.7   $     30.6   $     30.4   $     22.7   $     23.5
Capital expenditures...........................        22.7         26.4         24.0         16.9         19.4
Backlog(5).....................................       314.3        336.9        345.3        335.5        368.0
</Table>

                                        4
<PAGE>

<Table>
<Caption>
                                                                   JUNE 30, 2001
                                                              ------------------------
                                                              ACTUAL    AS ADJUSTED(6)
                                                              ------    --------------
                                                                    (UNAUDITED)
                                                               (DOLLARS IN MILLIONS)
<S>                                                           <C>       <C>
BALANCE SHEET DATA:
Working capital.............................................  $237.9        $240.9
Property, plant and equipment, net..........................   195.6         195.6
Goodwill, net...............................................   189.3         189.3
Total assets................................................   837.1         838.7
Total debt..................................................   380.9         345.9
Shareholders' equity........................................   233.4         270.9
</Table>

---------------
(1) We acquired 75% of Hydrolux SARL and increased our ownership to 75% of
    Moog-Hydrolux Hydraulic Systems, Inc., or Moog-Hydrolux, in October 1998. We
    acquired the Raytheon Aircraft Montek Company, or Montek, in November 1998.
    We acquired 66 2/3% of Microset Srl and the remaining 10% minority interest
    of Moog Japan Ltd. in December 1998.

(2) We acquired the remaining 33 1/3% of Microset in June 2000. We acquired the
    industrial servovalve business of Schenck Pegasus Corporation in August
    2000.

(3) We acquired the Vickers Electrics Division in October 2000. We acquired
    Whitton Technology Limited and the industrial gas turbine business of
    Whitton Technology, Inc. in January 2001. We acquired the radial piston pump
    product line of Robert Bosch GmbH in February 2001. We acquired the space
    valve product line of PerkinElmer Fluid Sciences, a division of PerkinElmer,
    Inc., in June 2001.

(4) "EBITDA" is earnings before interest, taxes, depreciation and amortization.
    EBITDA, as defined, is presented because it is a widely accepted financial
    indicator used by some investors and analysts to analyze and compare
    companies on the basis of operating performance. EBITDA, as defined, is not
    intended to represent cash flows for the period, nor is it presented as an
    alternative to operating income or as an indicator of operating performance.
    It should not be considered in isolation or as a substitute for a measure of
    performance prepared in accordance with generally accepted accounting
    principles in the United States, or GAAP. It is not indicative of operating
    income or cash flow from operations as determined under GAAP and does not
    give effect to our capital expenditures or debt service payments. Our method
    of computation may or may not be comparable to other similarly titled
    measures by other companies.

(5) Backlog consists of that portion of firm open orders for which revenues are
    expected to be recognized over the next twelve months.

(6) Adjusted to give effect to the sale by us of 1,980,000 shares of Class A
    common stock in this offering and the application of the estimated net
    proceeds of $38.9 million as described under "Use of Proceeds," including
    the assumed bond call premium of 5% on our 10% senior subordinated notes and
    the assumed write-off of deferred debt issue costs, net of taxes.

                                        5
<PAGE>

                              RECENT DEVELOPMENTS

     On August 17, 2001, our board of directors declared a three-for-two stock
split of our Class A and Class B common stock. The stock split was effected in
the form of a 50% stock distribution to shareholders of record on September 7,
2001. The payment date for the stock distribution was September 21, 2001. All
information in this prospectus reflects this stock distribution.

     On September 11, 2001, the United States was attacked by terrorists using
hijacked commercial airline jets. The effect of these tragic events on general
economic conditions and on the commercial airline industry, in particular, could
be significant. For example, the events have resulted and may continue to result
in a decreased demand for air travel due to fears regarding additional acts of
terrorism. The events could also result in an increase in the price of jet fuel
because of concerns regarding hostilities in the Middle East and airlines
bearing increased costs or reducing operations due to new security directives
adopted by the Federal Aviation Administration. At this time we are unable to
predict with certainty the impact that these events will have on our commercial
aircraft business. We believe that our diverse revenue base and our global
geographic presence will help to lessen the impact of any decrease in our
commercial aircraft sales.

     On October 26, 2001, we acquired the assets associated with the satellite
and space vehicle product lines of the Electro Systems Division of Tecstar, Inc.
Annual revenue for this acquisition is approximately $6.5 million and we expect
it to be nominally accretive to earnings per share in fiscal 2002.

                                        6
<PAGE>

                                  RISK FACTORS

     You should carefully consider the risks described below before investing in
our Class A common stock. You should also refer to the other information
contained or incorporated by reference in this prospectus, including our
financial statements and related notes. If any of the following risks occur, our
business could be harmed. This could cause the price of our Class A common stock
to decline and you could lose all or part of your investment.

                         RISKS RELATED TO OUR INDUSTRY

THE MARKETS WE SERVE ARE CYCLICAL AND SENSITIVE TO DOMESTIC AND FOREIGN ECONOMIC
CONDITIONS AND EVENTS WHICH MAY CAUSE OUR OPERATING RESULTS TO FLUCTUATE.

     The markets we serve are sensitive to fluctuations in general business
cycles and domestic and foreign economic conditions and events. For example,
demand for our industrial controls products is dependent upon spending for
capital goods. In addition, the commercial airline industry is highly cyclical
and sensitive to fuel price increases, labor disputes and economic conditions.
These factors could result in a reduction in the amount of air travel. The
September 11, 2001 attacks on the United States have raised fears regarding
additional airline hijackings. These attacks may also result in an increase in
the price of jet fuel because of the possibility of hostilities in the Middle
East. Airlines may also incur increased costs and reduce operations due to new
FAA airport security directives. These attacks have resulted in a current
decreased demand for air travel. A reduction in air travel would reduce orders
for new aircraft for which we supply flight controls and for spare parts and
services and reduce our sales. A reduction in air travel may also result in our
commercial airline customers being unable to pay our invoices on a timely basis
or at all.

WE DEPEND HEAVILY ON GOVERNMENT CONTRACTS THAT MAY NOT BE FULLY FUNDED OR MAY BE
TERMINATED, AND THE FAILURE TO RECEIVE FUNDING OR THE TERMINATION OF ONE OR MORE
OF THESE CONTRACTS COULD REDUCE OUR SALES AND INCREASE OUR COSTS.

     Sales to the U.S. government and its prime contractors and subcontractors
represent a significant portion of our business. In fiscal 2000, sales under
U.S. government contracts represented 29% of our total sales, primarily within
our aircraft controls and space controls segments. Sales to foreign governments
represented 8% of our total sales. We expect that the percentage of our revenues
from government contracts will continue to be substantial in the future.
Government programs can be structured into a series of individual contracts. The
funding of these programs is generally subject to annual congressional
appropriations, and congressional priorities are subject to change. In addition,
government expenditures for defense programs may decline or these defense
programs may be terminated. A decline in governmental expenditures may result in
a reduction in the volume of contracts awarded to us. We may have resources
applied to specific government contracts and, if any of those contracts were
terminated, we may incur substantial costs redeploying these resources.

CONTRACTING IN THE DEFENSE INDUSTRY IS SUBJECT TO SIGNIFICANT REGULATION,
INCLUDING RULES RELATING TO BIDDING, BILLING AND ACCOUNTING KICKBACKS AND FALSE
CLAIMS, AND ANY NON-COMPLIANCE COULD SUBJECT US TO FINES AND PENALTIES OR
POSSIBLE DEBARMENT.

     Like all government contractors, we are subject to risks associated with
this contracting. These risks include the potential for substantial civil and
criminal fines and penalties. These fines and penalties could be imposed for
failing to follow procurement integrity and bidding rules, employing improper
billing practices or otherwise failing to follow cost accounting standards,
receiving or paying kickbacks or filing false claims. We have been, and expect
to continue to be, subjected to audits and investigations by government
agencies. The failure to comply with the terms of our government contracts could
harm our business reputation. It could also result in our progress payments
being withheld or our suspension or debarment from future government contracts.

                                        7
<PAGE>

ADVANCES IN TECHNOLOGY THAT SHIFT DEMAND FROM HYDRAULIC CONTROLS TO ELECTRIC
CONTROLS COULD RENDER SOME OF OUR PRODUCTS OBSOLETE.

     We supply industrial customers with high performance and application
specific motion controls. Advances in technology and changes in customer
preferences may shift the demand for hydraulic controls to electric controls.
This could render some of our hydraulic motion control products obsolete without
the opportunity for replacement.

THE USE OF ELECTRONIC AUCTIONS BY ONE OF OUR CUSTOMERS IN AWARDING BUSINESS HAS
REDUCED AND MAY CONTINUE TO REDUCE ORDERS AND PROFIT MARGINS.

     One of our customers in our industrial controls segment has introduced
reverse electronic auctions as a means for awarding certain business to its
suppliers. Interested suppliers are required to submit pricing for specific
future orders in an auction format. This customer may or may not select the
lowest bid and may select multiple suppliers for a group of similar purchase
orders. We may submit our pricing assuming that multiple purchase orders would
be awarded to us, but may be awarded fewer orders than we expect to receive.
This has resulted in, and may continue to result in, a decline in our profit
margins on these products.

                         RISKS RELATED TO OUR BUSINESS

THE LOSS OF BOEING AS A CUSTOMER OR A SIGNIFICANT REDUCTION IN SALES TO BOEING
WOULD REDUCE OUR SALES AND EARNINGS.

     Our largest customer is Boeing. We provide Boeing with controls for both
military and commercial applications, which, in total, were 17% of our fiscal
2000 sales. Sales to Boeing's commercial airplane group were 9% of fiscal 2000
sales. These commercial sales are generally made under a long-term supply
agreement through 2008. Our fiscal 2000 sales to Boeing were $13 million lower
than in fiscal 1999. This decrease resulted from Boeing's reduced production
rates. Boeing has also announced lower anticipated production rates for
commercial airplanes in 2001, 2002 and 2003 in the wake of the September 11,
2001 attacks on the United States. The attacks will likely negatively affect our
near-term outlook for sales to Boeing. The loss of Boeing as a customer or a
significant reduction in sales to Boeing would significantly reduce our sales
and earnings.

OUR SIGNIFICANT INDEBTEDNESS COULD LIMIT OUR OPERATIONAL AND FINANCIAL
FLEXIBILITY.

     We have incurred substantial debt to finance our growth. We had total debt
of $373 million, of which $344 million is long-term, at September 29, 2001. We
also had $103 million of unused borrowing capacity under short and long-term
lines of credit at September 29, 2001. We may incur additional debt to fund our
future growth. We may not be able to service our debt or refinance our debt at
maturity on terms that are acceptable to us. Our debt service, consisting of
interest expense and required principal payments, was $38 million in the first
nine months of fiscal 2001 and $52 million in fiscal 2000. The degree to which
we are leveraged could have other important consequences to us, including the
following:

     - we must dedicate a substantial portion of our cash flow from operations
       to the payment of principal and interest on our debt;

     - a portion of our debt is at variable rates of interest, which makes us
       vulnerable to increases in interest rates; for example, interest expense
       for fiscal 2001 would increase $0.9 million for every percentage point
       increase in interest rates based on average variable rate debt; and

     - our debt instruments contain numerous financial and other restrictive
       covenants, such as restrictions on paying dividends, incurring additional
       debt, selling assets and making capital investments.

                                        8
<PAGE>

A WRITE-OFF OF ALL OR PART OF OUR GOODWILL OR AN ADJUSTMENT TO SHORTEN ITS
AMORTIZATION PERIOD COULD ADVERSELY AFFECT OUR OPERATING RESULTS AND NET WORTH
AND CAUSE US TO VIOLATE COVENANTS IN OUR BANK CREDIT AGREEMENT.

     Goodwill is a substantial portion of our assets. At June 30, 2001, goodwill
was $189.3 million of our total assets of $837.1 million. Our goodwill may
increase in the future since our strategy includes growing through acquisitions.
We may have to write-off all or part of our goodwill if its value becomes
impaired. We may also have to shorten our goodwill amortization period if its
useful life changes. Although this write-off would be a non-cash charge, it
could reduce our earnings and net worth significantly. A write-off of goodwill
could also cause us to violate covenants in our bank credit agreement that
require a minimum level of net worth. This could result in our being unable to
borrow under the line of credit portion of the credit agreement or in a need to
refinance or renegotiate the terms of our bank indebtedness.

WE ENTER INTO FIXED PRICE CONTRACTS THAT COULD SUBJECT US TO LOSSES IN THE EVENT
THAT WE HAVE COST OVERRUNS.

     Most of the long-term contracts that we enter into are on a firm, fixed
price basis. This allows us to benefit from cost savings, but exposes us to the
risk of cost overruns. If our initial estimates are flawed, we can lose money on
these contracts. This could reduce our earnings.

OUR SALES GROWTH AND EARNINGS MAY BE REDUCED IF WE CANNOT IMPLEMENT OUR
ACQUISITION STRATEGY.

     Acquisitions are a key part of our growth strategy. Acquisitions
contributed an incremental $17 million of sales in fiscal 2000 as compared to
fiscal 1999. Our total sales grew from $630 million in fiscal 1999 to $644
million in fiscal 2000. Our ability to grow by acquisition depends on the
availability of suitable acquisition candidates at reasonable prices. Growth by
acquisition also involves risks that could adversely affect our operating
results, including:

     - difficulties in integrating the operations and personnel of acquired
       companies;

     - the potential impairment of a significant amount of intangible assets;
       and

     - the potential loss of key employees of acquired business.

OUR FACILITIES COULD BE DAMAGED BY CATASTROPHES WHICH COULD REDUCE OUR
PRODUCTION CAPACITY AND RESULT IN A LOSS OF CUSTOMERS.

     We have facilities in southern California, Japan and the Philippines. These
facilities account for 25% of our manufacturing, assembly and test capacity.
Southern California, Japan, and the Philippines are particularly susceptible to
earthquakes. Although we carry property insurance, including earthquake
insurance and business interruption insurance, our inability to meet customer
schedules as a result of catastrophe may result in a loss of customers or
significant additional costs such as penalty claims under customer contracts.

THE FAILURE OF OUR PRODUCTS MAY RESULT IN CLAIMS AGAINST US THAT EXCEED OUR
INSURANCE COVERAGE AND REQUIRE US TO PAY SIGNIFICANT DAMAGES.

     Our products are used in applications where their failure is likely to
result in significant property loss and serious personal injury or death. We
carry aircraft and non-aircraft product liability insurance consistent with
industry norms. However, this insurance coverage may not be sufficient to fully
cover the payment of any potential claim.

OUR INTERNATIONAL OPERATIONS POSE CURRENCY AND OTHER RISKS THAT MAY ADVERSELY
IMPACT SALES AND EARNINGS.

     We have significant manufacturing and sales operations in foreign
countries. In addition, our domestic operations have sales to foreign customers.
Our financial results may be adversely affected by fluctuations in foreign
currencies and by the translation of the financial statements of our foreign
subsidiaries from

                                        9
<PAGE>

local currencies into U.S. dollars. The translation of our sales in foreign
currencies, primarily the Euro and the Yen, to the U.S. dollar had a $13.8
million negative impact on sales for the first nine months of fiscal 2001 using
average exchange rates for the first nine months of fiscal 2001 compared to
average exchange rates for the first nine months of fiscal 2000 and a $10.2
million negative impact on sales for fiscal 2000 using average exchange rates
for fiscal 2000 compared to average exchange rates for fiscal 1999. In addition,
international operations are subject to other risks, including:

     - restrictions on dividends,

     - the tax impact of the repatriation of funds,

     - economic and political instability, and

     - possible expropriation of private property.

OUR OPERATIONS ARE SUBJECT TO ENVIRONMENTAL LAWS AND THE COST OF COMPLIANCE WITH
THOSE LAWS MAY CAUSE US TO INCUR SIGNIFICANT COSTS.

     Our operations and facilities are subject to numerous stringent
environmental laws and regulations. Although we believe that we are in material
compliance with these laws and regulations, future changes in these laws,
regulations, or interpretations of them, or changes in the nature of our
operations may require us to make significant capital expenditures to ensure
compliance. We have been and are currently involved in environmental remediation
activities, the cost of which may become significant depending on discovery of
additional environmental exposures at sites that we currently own or operate and
at sites that we formerly owned or operated, or at sites to which we have sent
hazardous substances or wastes for treatment, recycling or disposal.

POWER OUTAGES IN CALIFORNIA MAY RESULT IN OUR INABILITY TO MEET CUSTOMER
SCHEDULES AND A LOSS OF CUSTOMERS.

     We have significant manufacturing operations in California. If our
California operations were forced to shut down due to the lack of available
electric power for an extended period of time, we may be unable to meet customer
schedules. This may result in a loss of customers or significant additional
costs such as penalty claims under customer contracts. In addition, our
California operations may experience increased operating expenses due to higher
energy costs. These difficulties in California may continue indefinitely.

                         RISKS RELATED TO THIS OFFERING

THE VOTING RIGHTS OF THE CLASS A COMMON STOCK ARE LIMITED.

     The voting rights of the holders of Class A common stock are limited by our
certificate of incorporation. Holders of Class A common stock are entitled to
elect at least 25% of the board of directors, rounded up to the nearest whole
number, so long as the outstanding shares of Class A common stock are at least
10% of the aggregate number of outstanding shares of Class A common stock and
Class B common stock combined. Currently, the holders of Class A common stock
are entitled, as a class, to elect three directors. The holders of the Class B
common stock are entitled, as a class, to elect the remaining six directors. On
all other matters except as is required by law, the Class A and Class B common
stock vote together as a single class with each share of Class A common stock
entitled to a one-tenth vote per share and each share of Class B common stock
entitled to one vote per share.

OUR OFFICERS AND DIRECTORS AND SHAREHOLDERS AFFILIATED WITH THEM CONTROL THE
VOTE OF A MAJORITY OF OUR VOTING STOCK AND AS A RESULT EXERT SIGNIFICANT
INFLUENCE OVER US, AND MAY HAVE INTERESTS THAT CONFLICT WITH THOSE OF OTHER
SHAREHOLDERS, INCLUDING PURCHASERS IN THIS OFFERING.

     As of November 13, 2001, 75.6% of the Class B common stock and 11.1% of the
Class A common stock was held in the aggregate by the Moog Inc. Savings and
Stock Ownership Plan Trust, the Moog Inc. Retirement Plan Trust, relatives of
the late Jane B. Moog subject to The Moog Family Agreement as to
                                        10
<PAGE>

Voting and our officers and directors. These shareholders as a group possess the
voting power to elect a majority of the board of directors and to effectively
control our business policies and affairs.

THERE ARE MECHANISMS IN PLACE TO INHIBIT TAKEOVER ATTEMPTS, WHICH MAY REDUCE OR
ELIMINATE YOUR ABILITY TO SELL YOUR SHARES OF CLASS A COMMON STOCK FOR A
PREMIUM.

     There are mechanisms in place that could prevent or delay a takeover of us.
These mechanisms include:

     - the limited voting rights of the Class A common stock and the fact that
       11.1% of the Class A and 75.6% of the Class B common stock, representing
       53.6% of the voting power of our outstanding common stock, is owned or
       controlled by affiliates of us;

     - our ability under our certificate of incorporation to issue additional
       shares of Class B common stock and shares of "blank check" preferred
       stock without action of the shareholders;

     - our outstanding Series B preferred stock which is held by our officers
       and directors and which may vote as a class on takeover transactions in
       which the rights of the Series B preferred stock would be prejudiced;

     - provisions of our certificate of incorporation and bylaws which create a
       staggered board of directors with each director elected for a three-year
       term; and

     - provisions of New York corporate law which impose limitations on persons
       proposing to acquire us in a transaction not approved by our board of
       directors.

OUR STOCK PRICE MAY BE VOLATILE AND COULD EXPERIENCE SIGNIFICANT DECLINES.

     The market price of our Class A common stock has experienced and may
continue to experience significant price fluctuations which may be unrelated to
our financial performance. The volatility of our Class A common stock may have
been influenced by its low historical trading volume. For example, from January
1, 2000 to November 14, 2001 the closing prices of our Class A common stock have
ranged from $9.83 per share to $25.97 per share.

                           FORWARD-LOOKING STATEMENTS

     This prospectus contains forward-looking statements that involve risks and
uncertainties. Some of the forward-looking statements appear under "Prospectus
Summary" and "Risk Factors." Other forward-looking statements appear in the
sections entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business" and elsewhere included or incorporated
by reference in this prospectus. These statements relate to future events of our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue,"
"intends," "projects," "outlook," "forcast," "presume," "assume," or the
negative of these terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially. In evaluating
these statements, you should specifically consider various factors, including
the risks outlined in the Risk Factors section of this prospectus. These factors
may cause our actual results to differ materially from any forward-looking
statement. Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

                                        11
<PAGE>

                                USE OF PROCEEDS

     The net proceeds that we will receive from our sale of Class A common stock
in this offering are estimated to be approximately $38.9 million, after
deducting the underwriters' fees and estimated offering expenses payable by us.
The net proceeds from the sale of Class A common stock by the selling
shareholder will be paid to the selling shareholder.

     We intend to use a portion of our net proceeds from this offering to redeem
approximately $35.0 million of our $120.0 million 10% senior subordinated notes
due 2006. We intend to use any remaining net proceeds for general corporate
purposes. This reduction in our debt will position us for future growth,
including potential future acquisitions of precision control businesses with
similar customers or technologies.

                                        12
<PAGE>

                      PRICE RANGE OF CLASS A COMMON STOCK
                              AND DIVIDEND POLICY

     Our Class A common stock trades on the New York Stock Exchange under the
symbol MOG.A. Until August 27, 2001, our Class A common stock was listed on the
American Stock Exchange. The following table sets forth for the quarters
indicated the high and low sales prices as reported prior to August 27, 2001 by
the American Stock Exchange and on and after August 27, 2001 by the New York
Stock Exchange.

<Table>
<Caption>
                                                            HIGH        LOW
                                                           -------    -------
<S>                                                        <C>        <C>
Fiscal 1999
  First Quarter..........................................  $26.100    $16.125
  Second Quarter.........................................   25.958     19.083
  Third Quarter..........................................   23.500     17.583
  Fourth Quarter.........................................   23.625     19.000
Fiscal 2000
  First Quarter..........................................  $19.583    $13.875
  Second Quarter.........................................   18.417      9.833
  Third Quarter..........................................   18.917     12.708
  Fourth Quarter.........................................   23.000     17.583
Fiscal 2001
  First Quarter..........................................  $20.542    $16.750
  Second Quarter.........................................   25.500     18.750
  Third Quarter..........................................   25.967     22.133
  Fourth Quarter.........................................   24.933     21.493
Fiscal 2002
  First Quarter (through November 14, 2001)..............  $24.000    $20.800
</Table>

     The closing sale price of our Class A common stock on November 14, 2001 as
reported by the New York Stock Exchange was $21.10 per share. As of November 13,
2001, there were 1,337 record holders of our Class A common stock and 634 record
holders of our Class B common stock.

     We intend to retain our earnings to finance the expansion of our business
and do not anticipate paying cash dividends on our common stock in the
foreseeable future. Any future determination regarding cash dividends will be
made by our board of directors and will depend upon our earnings, financial
condition, capital requirements, any restrictions in our financing agreements,
and other factors deemed relevant by the board. Payment of cash dividends is
restricted by our bank credit facility and the terms of our 10% senior
subordinated notes.

                                        13
<PAGE>

                                 CAPITALIZATION

     This table presents our capitalization as of June 30, 2001:

     - on an actual basis; and

     - on an as adjusted basis to reflect the sale by us of 1,980,000 shares of
       Class A common stock in this offering and the application of the
       estimated net proceeds of $38.9 million as described under "Use of
       Proceeds," including the assumed bond call premium of 5% on our 10%
       senior subordinated notes and the assumed write-off of deferred debt
       issue costs, net of taxes.

In this table, shareholders' equity excludes:

     - 565,800 shares of Class A common stock issuable upon exercise of
       outstanding stock options under our stock option plans as of November 13,
       2001, at a weighted average exercise price of $17.32 per share;

     - 403,500 shares of Class A common stock reserved and available for future
       issuance under our stock option plans as of November 13, 2001;

     - 10,787 shares of Class A common stock reserved for issuance upon the
       conversion of our convertible Series B preferred stock; and

     - up to 300,000 shares that may be issued upon the underwriters' exercise
       of their over-allotment option.

     This table should be read with our financial statements and the related
notes incorporated by reference in this prospectus and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this prospectus.

<Table>
<Caption>
                                                                   JUNE 30, 2001
                                                              -----------------------
                                                               ACTUAL     AS ADJUSTED
                                                              --------    -----------
                                                                  (IN THOUSANDS)
<S>                                                           <C>         <C>
SHORT-TERM DEBT:
Notes payable...............................................  $ 12,744     $ 12,744
Current installments of long-term debt......................    16,751       16,751
                                                              --------     --------
         Total short-term debt..............................  $ 29,495     $ 29,495
                                                              ========     ========
LONG-TERM DEBT:
Bank credit facility:
    Revolving credit facility...............................  $179,000     $179,000
    Term loan facility......................................    48,750       48,750
International and other U.S. loan agreements................     3,643        3,643
Obligations under capital leases............................        29           29
10% senior subordinated notes...............................   120,000       85,000
                                                              --------     --------
         Total long-term debt...............................   351,422      316,422
                                                              --------     --------
SHAREHOLDERS' EQUITY:
9% Series B Cumulative Convertible Exchangeable Preferred
  Stock, $1.00 par value; 200,000 shares authorized; 100,000
  shares issued and 83,771 shares outstanding...............       100          100
Class A Common Stock, $1.00 par value; 30,000,000 shares
  authorized; 12,641,193 shares issued and 10,908,414 shares
  outstanding on an actual basis and 14,621,193 shares
  issued and 12,888,414 shares outstanding on an as adjusted
  basis.....................................................    12,641       14,621
Class B Common Stock, $1.00 par value; 10,000,000 shares
  authorized; 3,692,492 shares issued and 2,180,670 shares
  outstanding...............................................     3,692        3,692
Additional paid-in capital..................................    97,305      134,225
Retained earnings...........................................   177,986      176,562
Treasury shares -- at cost..................................   (39,343)     (39,343)
Accumulated other comprehensive loss........................   (18,955)     (18,955)
                                                              --------     --------
         Total shareholders' equity.........................   233,426      270,902
                                                              --------     --------
         Total capitalization...............................  $584,848     $587,324
                                                              ========     ========
</Table>

                                        14
<PAGE>

                            SELECTED FINANCIAL DATA

     We derived the following selected financial data for fiscal 1996 through
fiscal 2000 from our audited financial statements. We derived the selected
financial data for the nine months ended June 30, 2001 and 2000 from our
unaudited financial statements. In the opinion of management, these unaudited
financial statements include all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial position and the
results of operations for these periods. You should read this selected financial
data with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing elsewhere in this prospectus and our financial
statements and related notes incorporated by reference in this prospectus. Our
operating results for the nine months ended June 30, 2001 are not necessarily
indicative of results for full fiscal 2001. The per share data in the table
below has been adjusted to reflect the three-for-two split of our common stock
effected September 21, 2001.

<Table>
<Caption>
                                                                                               NINE MONTHS ENDED
                                                       FISCAL                                      JUNE 30,
                           --------------------------------------------------------------   -----------------------
                              1996       1997(1)      1998(2)      1999(3)      2000(4)        2000       2001(5)
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                                  (UNAUDITED)
                                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
STATEMENT OF EARNINGS
  DATA:
Net sales................  $  407,237   $  455,929   $  536,612   $  630,034   $  644,006   $  478,114   $  519,505
Cost of sales............     281,710      315,380      374,000      432,033      448,702      332,585      365,776
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
Gross profit.............     125,527      140,549      162,612      198,001      195,304      145,529      153,729
Research and
  development............      17,303       17,798       27,487       33,306       21,981       16,818       18,470
Selling, general and
  administrative.........      75,707       81,413       85,374      100,023      101,990       75,335       80,321
Interest.................      18,124       22,675       20,148       28,188       33,271       24,583       24,300
Other....................      (1,657)        (916)        (270)        (244)        (553)          19         (181)
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
                              109,477      120,970      132,739      161,273      156,689      116,755      122,910
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
Earnings before income
  taxes and extraordinary
  item...................      16,050       19,579       29,873       36,728       38,615       28,774       30,819
Income taxes.............       4,831        5,973       10,605       12,297       13,215        9,874       10,325
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
Earnings before
  extraordinary item.....      11,219       13,606       19,268       24,431       25,400       18,900       20,494
Extraordinary item, loss
  from early
  extinguishment of debt,
  net of income taxes of
  $300...................        (510)          --           --           --           --           --           --
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net earnings.............  $   10,709   $   13,606   $   19,268   $   24,431   $   25,400   $   18,900   $   20,494
                           ==========   ==========   ==========   ==========   ==========   ==========   ==========
PER SHARE DATA:
Earnings before
  extraordinary items:
  Basic..................  $     1.01   $     1.30   $     1.55   $     1.82   $     1.92   $     1.42   $     1.56
  Diluted................  $     0.98   $     1.25   $     1.51   $     1.80   $     1.90   $     1.41   $     1.55
Shares used in computing
  net earnings per share:
  Basic..................  11,118,728   10,468,517   12,422,961   13,391,054   13,242,966   13,281,075   13,099,041
  Diluted................  11,471,846   10,849,796   12,765,753   13,571,186   13,362,936   13,396,236   13,249,208

OTHER DATA:
Cash flows from operating
  activities.............  $   15,176   $   32,030   $   23,361   $   42,677   $   44,941   $   26,406   $   31,228
Cash flows from investing
  activities.............     (16,590)     (62,262)     (42,259)    (196,259)     (26,070)     (17,351)     (47,808)
Cash flows from financing
  activities.............       3,795       27,805       23,669      152,051      (13,834)      (8,645)      11,159
</Table>

                                        15
<PAGE>

<Table>
<Caption>
                                                                                               NINE MONTHS ENDED
                                                       FISCAL                                      JUNE 30,
                           --------------------------------------------------------------   -----------------------
                              1996       1997(1)      1998(2)      1999(3)      2000(4)        2000       2001(5)
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                                                                                  (UNAUDITED)
                                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
EBITDA(6)................      52,996       63,521       72,686       95,518      102,329       76,077       78,661
EBITDA as a percentage of
  net sales(6)...........        13.0%        13.9%        13.5%        15.2%        15.9%        15.9%        15.1%
Depreciation and
  amortization...........  $   19,632   $   21,267   $   22,665   $   30,602   $   30,443   $   22,720   $   23,542
Capital expenditures.....      10,885       13,713       22,688       26,439       23,961       16,854       19,361
Backlog(7)...............     243,310      280,365      314,253      336,857      345,333      335,460      368,044
</Table>

<Table>
<Caption>
                                                          FISCAL
                                   ----------------------------------------------------    JUNE 30,
                                     1996       1997       1998       1999       2000        2001
                                   --------   --------   --------   --------   --------   -----------
                                                                                          (UNAUDITED)
                                                  (DOLLARS IN THOUSANDS)
<S>                                <C>        <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA (AT PERIOD
  END):
Working capital..................  $187,971   $187,521   $226,190   $224,967   $236,213    $237,880
Property, plant and equipment,
  net............................   131,371    132,109    139,444    188,918    188,584     195,555
Goodwill, net....................    16,024     49,626     60,025    184,368    181,303     189,305
Total assets.....................   449,558    490,563    559,325    796,476    791,705     837,139
Long-term debt, including current
  portion........................   207,842    236,922    205,204    370,279    364,708     368,173
Total shareholders' equity.......   104,743    114,191    191,008    211,770    222,554     233,426
</Table>

---------------
(1) We acquired the industrial hydraulic servocontrols business of International
    Motion Control, Inc. in October 1996.

(2) We acquired Schaeffer Magnetics, Inc. in February 1998.

(3) We acquired 75% of Hydrolux SARL and increased our ownership to 75% of
    Moog-Hydrolux in October 1998. We acquired Montek in November 1998. We
    acquired 66 2/3% of Microset and the remaining 10% minority interest of Moog
    Japan Ltd. in December 1998.

(4) We acquired the remaining 33 1/3% of Microset in June 2000. We acquired the
    industrial servovalve business of Schenck Pegasus Corporation in August
    2000.

(5) We acquired the Vickers Electrics Division in October 2000. We acquired
    Whitton Technology Limited and the industrial gas turbine business of
    Whitton Technology, Inc. in January 2001. We acquired the radial piston pump
    product line of Robert Bosch GmbH in February 2001. We acquired the space
    valve product line of PerkinElmer Fluid Sciences, a division of PerkinElmer,
    Inc., in June 2001.

(6) "EBITDA" is earnings before interest, taxes, depreciation and amortization.
    EBITDA, as defined, is presented because it is a widely accepted financial
    indicator used by some investors and analysts to analyze and compare
    companies on the basis of operating performance. EBITDA, as defined, is not
    intended to represent cash flows for the period, nor is it presented as an
    alternative to operating income or as an indicator of operating performance.
    It should not be considered in isolation or as a substitute for a measure of
    performance prepared in accordance with generally accepted accounting
    principles in the United States, or GAAP. It is not indicative of operating
    income or cash flow from operations as determined under GAAP and does not
    give effect to our capital expenditures or debt service payments. Our method
    of computation may or may not be comparable to other similarly titled
    measures by other companies.

(7) Backlog consists of that portion of firm open orders for which revenues are
    expected to be recognized over the next 12 months.

                                        16
<PAGE>

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

     The following discussion and analysis of financial condition and results of
operations should be read with our financial statements and the related notes
incorporated into this prospectus by reference.

OVERVIEW

     We are a leading worldwide designer and manufacturer of a broad range of
high performance precision motion and fluid controls and control systems for a
broad range of applications in aerospace and industrial markets. We have three
operating segments.

     Aircraft controls designs and manufactures technologically advanced flight
and engine controls for manufacturers of military and commercial aircraft. We
currently supply flight controls for all major, in-production U.S. military
aircraft, including the U.S. Navy's F/A-18 E/F Super Hornet fighter aircraft and
V-22 Osprey tiltrotor aircraft. We supply both competing prime contractors,
Boeing and Lockheed Martin, with flight controls for the concept demonstrator
aircraft on the Joint Strike Fighter program. This plane is the next generation
fighter aircraft designed for use by all three branches of the U.S. military and
several foreign governments. We are also a supplier to several large commercial
aircraft manufacturers, including Boeing, Airbus Industrie, Raytheon and
Bombardier Inc.

     Space controls designs and manufactures controls and systems that control
the flight, positioning or thrust of tactical and strategic missiles, launch
vehicles, satellites, NASA's Space Shuttle and solar panels and antennae.
Customers include Alliant Techsystems Inc., Lockheed Martin, Astrium Ltd., a
company resulting from the merger of Matra Marconi Space and the space division
of Daimler Chrysler Aerospace, Raytheon and Boeing. Programs on which we
participate include:

     - tactical missile programs such as TOW, Hellfire and the AGM 142 Popeye;

     - missile defense programs such as the National Missile Defense program, or
       NMD, and the Theater High Altitude Area Defense System, or THAADS;

     - the Space Station;

     - the Titan IV and Delta family of launch vehicles;

     Industrial controls designs and manufactures hydraulic and electric
controls used in a wide variety of industrial applications. Product applications
include:

     - plastic injection and blow molding machines;

     - steam and gas turbines;

     - steel rolling mills;

     - fatigue testing machines;

     - motion simulators; and

     - gun and turret positioning and ammunition-loading systems on military
       ground vehicles.

     In fiscal 2000, 40% of our revenues were accounted for by the percentage of
completion (cost-to-cost) method of accounting for long-term contracts. Under
this method, revenues are recognized as the work progresses toward completion.
For contracts with anticipated losses at completion, a provision is recorded
when the loss becomes known. Loss reserves are more common on firm fixed-price
contracts which involve, to varying degrees, the design and development of new
and unique actuator hardware and flight control electronics to meet our
customers' specifications. The remainder of our revenues are recognized as units
are shipped.

                                        17
<PAGE>

RECENT ACQUISITIONS

     On October 30, 1998, we acquired 75% of Hydrolux SARL, a Luxembourg
manufacturer and designer of hydraulic control systems for industrial machinery
from Paul Wurth SARL. As part of the transaction, we increased our ownership to
75% of Moog-Hydrolux, a joint venture we formed in fiscal 1996 with Hydrolux
SARL to serve the North American market. We had previously owned 50% of Moog-
Hydrolux. The purchase price was $8.2 million in cash, plus the assumption of
$6.4 million of debt. On November 15, 2000, we purchased the remaining 25%
interest in Hydrolux SARL and Moog-Hydrolux for $1.4 million in cash.

     On November 30, 1998, we completed the acquisition from Raytheon of all the
outstanding common stock of Raytheon Aircraft Montek Company, or Montek, for
$160.0 million in cash. Montek, located in Salt Lake City, Utah, supplies flight
controls to Boeing and manufacturers of business jets. Montek also produces
steering controls for tactical missiles and servovalves for aerospace
applications. On December 3, 1998, we acquired a 67% shareholding in Microset,
an Italian manufacturer and designer of electronic controls for industrial
machinery for $3.5 million in cash. On June 15, 2000, we purchased the remaining
33% interest in Microset for $1.1 million in cash.

     On August 11, 2000, we acquired the net assets of the industrial servovalve
business of Schenk Pegasus Corporation for $1.9 million, of which $1.5 million
was paid in cash.

     On October 31, 2000, we acquired the net assets of the Vickers Electrics
Division, an Italian manufacturer of high-performance electric controls
previously owned by Aeroquip-Vickers S.p.A., an Eaton Corporation subsidiary,
for $10.3 million in cash. On January 19, 2001, we acquired the stock of Whitton
Technology Limited in the United Kingdom and the industrial gas turbine assets
of Whitton Technology, Inc. in the United States for $4.0 million in cash plus
$3.0 million in debt. Whitton is a designer and manufacturer of pumps and
specialty control products for producers of industrial power generating
equipment. On February 1, 2001, we acquired the net assets of the radial piston
pump product line of Robert Bosch GmbH, including $1.5 million of unfunded
pension liabilities, for $5.6 million in cash. This product line's business is
the design and manufacture of hydraulic pumps used for a variety of industrial
control systems applications, in particular, injection molding machinery. On
June 8, 2001, we acquired the net assets of the space valve product line of the
PerkinElmer Fluid Science division of PerkinElmer, Inc. for $6.0 million in
cash. This product line's business is the design and manufacture of solenoid and
pressure operated valves for satellites, launch vehicles and manned space flight
control applications.

NINE MONTHS ENDED JUNE 30, 2001 COMPARED WITH NINE MONTHS ENDED JUNE 30, 2000

     Consolidated.  Net sales for the first nine months of fiscal 2001 increased
8.7% to $519.5 million from $478.1 million for the first nine months of fiscal
2000. Net sales increased $31.3 million in industrial controls and $20.9 million
in aircraft controls, while net sales decreased $10.9 million in space controls.
The translation of net sales in foreign currencies, primarily the Euro and Yen,
to the U.S. dollar had a $13.8 million negative impact on net sales for the
first nine months of fiscal 2001 using average exchange rates for the first nine
months of fiscal 2001 compared to average exchange rates for the first nine
months of fiscal 2000. During the first nine months of fiscal 2001, we completed
the Vickers, Whitton, Robert Bosch and PerkinElmer acquisitions which generated
$28.4 million of our net sales in the first nine months of fiscal 2001.

     Costs of sales as a percentage of net sales was 70.4% in the first nine
months of fiscal 2001 compared with 69.6% in the first nine months of fiscal
2000. This primarily resulted from a decline in industrial margins. Provisions
recorded for estimated contract losses during the first nine months of fiscal
2001 were $4.6 million compared to $5.6 million in the same period of fiscal
2000. Provisions for inventory obsolescence during the first nine months of
fiscal 2001 were $5.0 million compared to $4.3 million in the first nine months
of fiscal 2000.

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     Research and development expenses increased in the first nine months of
fiscal 2001 to $18.5 million, or 3.6% of net sales, from $16.8 million in the
first nine months of fiscal 2000. The increase is primarily attributable to
development activities related to a variety of aircraft initiatives.

     Our effective tax rate for the first nine months of fiscal 2001 was 33.5%
compared to 34.3% in the first nine months of fiscal 2000. The decrease in the
effective tax rate resulted from the determination that we are entitled to
additional benefits under the recently enacted extraterritorial income exclusion
rules. These are tax benefits for sales of products from U.S. facilities to
customers located overseas.

     Backlog at June 30, 2001 was $368.0 million compared to $335.5 million at
June 30, 2000. Backlog on military aircraft programs increased $21.2 million.
This increase resulted from strong orders. The fiscal 2001 industrial
acquisitions contributed $8.8 million of incremental backlog.

     Aircraft Controls.  Net sales in aircraft controls increased 9.2% to $248.2
million for the first nine months of fiscal 2001 from $227.3 million in the
first nine months of fiscal 2000. Net sales increased $15.2 million on
commercial aircraft programs, primarily Boeing, and $6.2 million on the F/A-18
E/F program. Sales to Boeing were unusually low in fiscal 2000 as some of the
manufacturing activities on the Boeing commercial business obtained as part of
the acquisition of Montek began transitioning to one of our low cost
manufacturing facilities in fiscal 2000.

     Operating margins for aircraft controls were 14.6% in the first nine months
of fiscal 2001 compared to 13.8% in the first nine months of fiscal 2000. The
improvement in margins primarily resulted from favorable product mix and cost
performance in the first quarter of fiscal 2001 compared to the first quarter of
fiscal 2000.

     Space Controls.  Net sales in space controls decreased 12.4% to $76.5
million in the first nine months of fiscal 2001 from $87.4 million in the first
nine months of fiscal 2000. A $20.3 million decrease in sales for launch
vehicles, primarily the Titan IV program, was partially offset by an increase of
$10.3 million for satellites.

     Operating margins for space controls were 11.7% for the first nine months
of fiscal 2001 compared to 11.8% for the first nine months of fiscal 2000.

     Industrial Controls.  Net sales in industrial controls increased 19.2% to
$194.8 million in the first nine months of fiscal 2001 from $163.4 million in
the first nine months of fiscal 2000. The translation of net sales in foreign
currencies to the U.S. dollar had a $10.9 million negative impact on net sales
for the first nine months of fiscal 2001 using average exchange rates for the
first nine months of fiscal 2001 compared to average exchange rates for the
first nine months of fiscal 2000. The Vickers, Whitton and Robert Bosch
acquisitions generated $28.3 million of incremental sales in the first nine
months of fiscal 2001. Excluding the effects of acquisitions, sales increased
$2.7 million for turbine controls and $3.2 million for motion controls and
material testing, while sales to the plastics market decreased $7.3 million.

     Operating margins for industrial controls were 8.6% for the first nine
months of fiscal 2001 compared to 11.0% for the first nine months of fiscal
2000. Contributing approximately equally to the decline was lower volume in the
plastics markets, particularly injection molding in the Asian/Pacific region,
lower sales of hydraulic manifold products, and pricing pressures in the
turbines business.

FISCAL 2000 COMPARED WITH FISCAL 1999

     Consolidated.  Net sales for fiscal 2000 increased 2.2% to $644.0 million
from $630.0 million in fiscal 1999. Aircraft controls represented $9.7 million
of the increase while space controls increased $2.4 million and industrial
controls increased $1.9 million. The increase within aircraft controls resulted
primarily from increased aftermarket sales.

     Cost of sales as a percentage of net sales was 69.7% in fiscal 2000
compared with 68.6% in fiscal 1999. The increase was due primarily to the
redeployment of resources in aircraft controls from research and development
activities to production and, to a lesser extent, to lower margins in space
controls as a result of the completion of the Standard Missile II program in
fiscal 1999. Provisions recorded for
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<PAGE>

estimated contract losses totaled $7.5 million in fiscal 2000 compared with $3.7
million in fiscal 1999. Provisions for inventory obsolescence were $5.6 million
in fiscal 2000 compared with $3.9 million in fiscal 1999.

     Research and development expenses decreased in fiscal 2000 to $22.0
million, or 3.4% of net sales, from $33.3 million in fiscal 1999. The decrease
was due primarily to reduced efforts for the development of next generation
aircraft flight controls which peaked in fiscal 1999. A portion of the costs
associated with those efforts has been redirected to either production or sales
support.

     Interest expense increased in fiscal 2000 to $33.3 million from $28.2
million in fiscal 1999. Three-quarters of the increase was attributable to
higher average outstanding borrowings resulting primarily from the financing of
our fiscal 1999 first quarter acquisitions. The remainder of the increase was
due primarily to an increase in interest rates.

     Other income in fiscal 2000 includes a $0.3 million fourth quarter gain on
the sale of our 26% ownership in a Russian controls manufacturer.

     Our effective tax rate for fiscal 2000 was 34.2% compared to 33.5% in
fiscal 1999. The increase resulted from lower U.S. tax incentives on export
sales and proportionately lower earnings in low tax countries.

     For fiscal 2000, net earnings increased 4.0% to $25.4 million from $24.4
million in fiscal 1999. Diluted earnings per share increased 5.6% to $1.90 in
fiscal 2000 from $1.80 in fiscal 1999.

     Aircraft Controls.  Net sales in aircraft controls increased 3.2% to $311.8
million in fiscal 2000 from $302.1 million in fiscal 1999. Aftermarket sales,
which were 39.8% of the segment's net sales in fiscal 2000 compared to 33.6% in
fiscal 1999, increased $22.7 million over last year. Sales also increased $8.7
million related to development work for flight controls on the Bombardier BD100.
These increases were partially offset by declines of $13.0 million in OEM sales
to Boeing for commercial aircraft, $8.5 million on the F-15 fighter aircraft
program and $4.1 million on the B-2 Bomber program. The decrease in OEM sales to
Boeing related to Boeing's reduced production rates. The decreases on the F-15
and B-2 programs resulted from these programs nearing completion.

     Operating margins for aircraft controls were 13.8% in fiscal 2000 compared
to 12.2% in fiscal 1999. The improvement in margins is attributable to increased
aftermarket sales that typically carry stronger margins and, to a lesser extent,
to reductions in R&D related to the development of next generation flight
controls. These improvements helped offset an increase in provisions recorded
for estimated contract losses and inventory obsolescence. Provisions for
estimated contract losses were $5.9 million in fiscal 2000 compared to $2.9
million in fiscal 1999. Provisions for inventory obsolescence were $2.7 million
in fiscal 2000 compared to $0.9 million in fiscal 1999.

     Twelve-month backlog for aircraft controls was $215.2 million at September
30, 2000 compared to $192.2 million at September 25, 1999. The increase is due
primarily to the Boeing 7-series commercial aircraft, the Bombardier BD 100, and
the V-22 programs.

     Space Controls.  Net sales in space controls increased 2.2% to $112.4
million in fiscal 2000 from $110.0 million in fiscal 1999. Sales of flight
controls for the Space Shuttle and Space Station Crew Return Vehicle increased
$2.6 million while sales on the Titan IV launch vehicle program increased $2.4
million. The increase in sales on the Titan IV launch vehicle program primarily
related to work performed earlier in fiscal 2000. Increased sales of tactical
missile controls for the AGM 142 of $5.1 million and Hellfire of $1.8 million
helped offset sales declines of $9.4 million on the Standard Missile II program
which was completed in fiscal 1999.

     Operating margins for space controls were 10.8% in fiscal 2000 compared to
11.7% in fiscal 1999. The decline in margins is attributable to the shift from
more mature programs such as Standard Missile II to development programs such as
National Missile Defense, Space Station Crew Return Vehicle and newer satellite
propulsion and tactical missile programs.

                                        20
<PAGE>

     Twelve-month backlog for space controls was $64.8 million at September 30,
2000 compared to $84.8 million at September 25, 1999. The decrease is primarily
due to the Titan IV program nearing completion.

     Industrial Controls.  Net sales in industrial controls increased 0.9% to
$219.8 million in fiscal 2000 from $217.9 million in fiscal 1999. The
translation of net sales in foreign currencies to the U.S. dollar had a $9.3
million negative impact on net sales for fiscal 2000 using fiscal 2000 average
exchange rates compared to fiscal 1999 average exchange rates. Sales for turbine
controls increased by $11.8 million and sales of controls for plastics machinery
increased by $6.9 million. Partially offsetting these increases was a $7.1
million decline in sales of controls for military ground vehicles and a $4.0
million decrease for electric motion simulators. The decrease in sales for
electric motion simulators is primarily due to the completion of Universal's
Spiderman theme park attraction.

     Operating margins for industrial controls were 11.2% in fiscal 2000
compared to 10.8% in fiscal 1999. The increase in operating margin is due to
improved operating efficiencies related to higher sales volume.

     Twelve-month backlog for industrial controls was $65.4 million at September
30, 2000 compared to $59.9 million at September 25, 1999. The increase primarily
relates to growth in the turbines and simulation markets.

FISCAL 1999 COMPARED WITH FISCAL 1998

     Consolidated.  Net sales for fiscal 1999 increased 17.4% to $630.0 million
from $536.6 million in fiscal 1998. The November 1998 acquisition of Montek
accounted for the majority of the increase. In the first ten months after the
acquisition, Montek had $78.3 million in sales. The majority of Montek's sales
were for controls for aircraft. Net sales in fiscal 1999 also included
incremental sales from the acquisitions of Hydrolux SARL, Moog-Hydrolux and
Microset totaling $24.1 million. Excluding the impact of these acquisitions,
sales decreased by $9.0 million. This decrease resulted from the winding down of
the B-2 bomber and F-15 fighter aircraft programs along with declines in
deliveries to Boeing, due to their reduced production rates.

     Cost of sales as a percentage of net sales in fiscal 1999 was 68.6%
compared with 69.7% in fiscal 1998. The improvement was due to a favorable
product mix of sales in fiscal 1999 resulting from a greater share of aircraft
flight control aftermarket sales along with a greater proportion of work on
higher margin launch vehicle and tactical missile programs. This improvement was
offset by higher cost of sales as a percentage of net sales (1.4 percentage
points) associated with Hydrolux SARL, Moog-Hydrolux and Microset and the
satellite controls business. Provisions for contract losses totaled $3.7 million
in fiscal 1999 compared to $4.9 million in fiscal 1998. Provisions recorded for
inventory obsolescence decreased to $3.9 million in fiscal 1999 compared to $4.3
million in fiscal 1998.

     Research and development expenses increased in fiscal 1999 to $33.3
million, or 5.3% of net sales from $27.5 million in fiscal 1998. Approximately
half of the dollar increase was associated with the development of next
generation flight controls. The fiscal 1999 acquisitions and efforts in
industrial controls related to developing the next generation direct drive valve
and turbine controls accounted equally for the remainder of the increase.

     Selling, general and administrative expenses, or SG&A, were $100.0 million
in fiscal 1999 compared to $85.4 million in fiscal 1998, while, as a percentage
of net sales, SG&A remained at 15.9% of net sales. The fiscal 1999 acquisitions
accounted for over 71.8% of the absolute dollar increase.

     Interest expense increased in fiscal 1999 to $28.2 million from $20.1
million in fiscal 1998. The increase was due to higher average outstanding
borrowings resulting from the indebtedness incurred to finance the first quarter
fiscal 1999 acquisitions.

     Our effective tax rate for fiscal 1999 was 33.5% compared to 35.5% in
fiscal 1998. The 1999 tax rate reflects higher foreign tax credit benefits
resulting from distributions from our German subsidiary.

     For fiscal 1999, net earnings increased 26.8% to $24.4 million from $19.3
million in fiscal 1998. Diluted earnings per share increased to $1.80 in fiscal
1999 from $1.51 in fiscal 1998.
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<PAGE>

     Aircraft Controls.  Net sales in aircraft controls increased 18.9% to
$302.1 million in fiscal 1999 from $254.1 million in fiscal 1998. The
acquisition of Montek provided significant growth to aircraft controls net sales
and contributed to operating margin improvement during fiscal 1999. For the
first ten months after the acquisition, Montek contributed $63.3 million to
aircraft controls net sales. Of Montek's aircraft controls business, 78.7%
related to controls for commercial airplane applications, primarily the Boeing
7-series airplanes. Also contributing to the overall sales improvement was an
increase of $20.0 million in aftermarket sales from our pre-acquisition
businesses. The increase for these aftermarket sales primarily related to
controls for military applications. These increases were offset by declines in
sales on the B-2 bomber and F-15 fighter aircraft programs, as they near
completion, and pre-acquisition Boeing OEM business. We recently began initial
production on the F/A-18 E/F Super Hornet and the V-22 Osprey, which, over the
long-term, may help offset the completion of the F-15 and B-2 programs. Although
our total Boeing OEM business increased in fiscal 1999 due to the Montek
acquisition, reduced production rates of the 747 and 777 slowed deliveries of
pre-acquisition products to Boeing.

     Operating margins for aircraft controls were 12.2% in fiscal 1999 compared
to 11.4% in fiscal 1998. The main reason for the margin improvement is the
acquisition of Montek, which had higher margins than our pre-acquisition
operations. Montek's business contains a greater percentage of aftermarket
sales, which typically carry higher margins than sales to OEMs. For the first
ten months after the acquisition, 37.9% of Montek's sales related to spares,
parts and repair services. Including Montek, aircraft controls aftermarket sales
represented 32.5% of net sales in fiscal 1999 compared to 21.3% in fiscal 1998.
This improvement was tempered by $3.0 million of increased research and
development costs in aircraft controls. The increased research and development
costs were primarily associated with the development of next generation flight
controls. Provisions recorded for estimated contract losses totaled $2.9 million
in fiscal 1999 compared with $4.5 million in fiscal 1998.

     In connection with our acquisition of Montek, we recorded $24.7 million of
contract loss reserves related to firm fixed-price development contracts on
certain business jet programs primarily with Montek's parent company. These
contracts were formalized as part of the acquisition. The contract loss reserves
were recorded as part of the purchase price allocation resulting in a
corresponding increase in the amount of goodwill recorded. As work progresses,
the reserve is reduced accordingly.

     The twelve-month backlog for aircraft controls was $192.2 million at
September 25, 1999 compared to $178.8 million at September 26, 1998. The
increase was due to the acquisition of Montek, offset by lower pre-acquisition
business resulting from production rate declines at Boeing and the B-2 bomber
and F-15 fighter aircraft programs winding down.

     Space Controls.  Net sales in space controls increased 17.7% to $110.0
million in fiscal 1999 from $93.5 million in fiscal 1998. Sales of controls for
tactical missiles increased $12.8 million in fiscal 1999 with 83.7% of that
increase resulting from the acquisition of Montek for controls on the Hellfire,
TOW and AGM 142 tactical missile programs. On the strength of the Titan IV, the
Delta family of launch vehicles and the National Missile Defense system, sales
of launch vehicle steering controls increased $11.4 million. These increases
were offset by lower sales of satellite controls due to a general softness in
the satellite market.

     Operating margins for space controls were 11.7% in fiscal 1999 compared to
10.4% in fiscal 1998. Operating margins for launch vehicle and tactical missile
products improved 51.1%. The mix in 1999 favored more mature production programs
and significant expenditures were made in fiscal 1998 on launch vehicle
development programs. These favorable developments were mostly offset by lower
sales and margins in satellite controls. Satellite controls represents 19.8% of
the segment's sales.

     The twelve-month backlog for space controls was $84.8 million at September
25, 1999 compared to $77.5 million at September 26, 1998. The increase relates
to controls for tactical missiles resulting from the acquisition of Montek.

     Industrial Controls.  Net sales in industrial controls increased 15.3% to
$217.9 million in fiscal 1999 from $189.1 million in fiscal 1998. The Hydrolux
SARL, Moog-Hydrolux and Microset acquisitions

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<PAGE>

accounted for $24.1 million of the increase. Montek, which also produced
industrial servovalves, accounted for the remainder of industrial controls' net
sales increase.

     Operating margins for industrial controls were 10.8% in fiscal 1999 and
fiscal 1998. Operating margins increased 2.4 percentage points in our
pre-acquisition businesses. This increase is attributable to favorable product
mix resulting from higher sales of electric controls for military ground
vehicles and industrial hydraulic controls in Europe. This increase was offset
by losses incurred by the acquired industrial businesses reflecting lower than
anticipated sales due to a downturn in the injection molding machinery market.

     The twelve-month backlog for industrial controls was $59.9 million at
September 25, 1999 compared to $58.0 million at September 26, 1998. Decreases in
orders for controls for military ground vehicles and entertainment simulators
offset backlog associated with the Hydrolux SARL, Moog-Hydrolux and Microset
businesses and Montek.

FINANCIAL CONDITION AND LIQUIDITY

     On October 24, 2000, we amended our $340.0 million corporate revolving and
term loan agreement. The term loan portion of this credit facility, which had a
balance of $48.8 million at September 30, 2000, was increased to $75.0 million
with the difference added to the unused borrowing capacity of the revolving
portion of the facility. The credit facility expires in December 2005 and
requires quarterly principal payments on the term loan of $3.8 million. These
payments began in December 2000. Interest on the credit facility continues at
the London Interbank Offered Rate, or LIBOR, plus a spread that was 175 basis
points at June 30, 2001. At September 29, 2001, we had $102.7 million of unused
borrowing capacity under short and long-term lines of credit, including $86.5
million under the credit facility. The credit facility is secured by
substantially all of our U.S. assets. The credit facility contains various
covenants that adjust over the term of the facility. As of June 30, 2001, the
covenant for minimum Consolidated Net Worth, defined as the sum of our capital
stock and additional paid-in capital plus retained earnings (or minus
accumulated deficits), was $200.0 million; the covenant for the minimum Interest
Coverage Ratio, defined as the ratio as of the last day of any fiscal quarter of
our EBITDA to our total interest expense in each case for the four-fiscal
quarter period then ended, was 2.60x; the covenant for the minimum Fixed Charge
Coverage Ratio, defined as the ratio as of the last day of any fiscal quarter of
(i) our EBITDA minus our capital expenditures in each case for the four fiscal
quarter period then ended to (ii) the sum of our interest expense, provision for
taxes and regularly scheduled principal payments on debt for such four-fiscal
quarter period, was 1.10x; and the covenant for the maximum Leverage Ratio,
defined as the ratio as of the last day of any fiscal quarter of our total debt
(including letters of credit) less our aggregate cash balances to our adjusted
EBITDA in each case for the four-fiscal quarter period then ended, was 4.25x.
Adjusted EBITDA is defined as (i) the sum for the period covered of our net
income, interest expense, provisions for taxes based on income, total
depreciation expense, total amortization expense and other non-cash items
reducing our net income minus (ii) other non-cash items increasing our net
income for such period. Additionally, the credit facility limits capital
expenditures to $30.0 million in fiscal 2001 and restricts the payment of cash
dividends to common stockholders. As of June 30, 2001, we were in compliance
with all covenants.

     Cash on hand at June 30, 2001 was $7.8 million compared to $13.8 million at
September 30, 2000. Cash provided by operations was $31.2 million in the first
nine months of fiscal 2001 compared to $26.4 million in the first nine months of
fiscal 2000. The increase in cash provided by operations was primarily due to
the timing of payments on various accruals and improved inventory turnover.
Total debt increased to $380.9 million at June 30, 2001 from $366.3 million at
September 30, 2000. Increased debt from acquisitions of $31.4 million was
partially offset by repayments of $16.8 million. The percentage of long-term
debt to capitalization was 60.1% at June 30, 2001.

     Capital expenditures for the first nine months of fiscal 2001 were $19.4
million compared with depreciation and amortization of $23.5 million. Capital
expenditures for the first nine months of fiscal 2000

                                        23
<PAGE>

were $16.9 million compared with depreciation and amortization of $22.7 million.
Capital expenditures in fiscal 2001 are expected to be approximately $27.0
million.

     We require cash for working capital, capital expenditures, payments of
principal and interest on our debt and acquisitions. We have generally funded
these cash requirements through cash flows from operations and borrowings under
our senior and subordinated credit arrangements. We believe that our cash on
hand, cash flows from operations and borrowing availability under our lines of
credit and credit facility will be sufficient to meet our operating needs.

RECENT ACCOUNTING PRONOUNCEMENTS

     On October 1, 2000, we adopted Statement of Financial Accounting Standards,
or SFAS, No. 133, Accounting for Derivative Instruments and Hedging Activities,
as amended, which requires companies to carry all derivatives on the balance
sheet at fair value. The accounting for changes in the fair value of a
derivative instrument depends on whether it has been designated and qualifies as
part of a hedging relationship and if so, the reason for holding it. For the
nine months ended June 30, 2001, our exposure to derivatives was primarily
limited to interest rate swaps. At June 30, 2001, we had interest rate swap
agreements of $150.0 million outstanding, of which $80.0 million matures at
various times during fiscal 2002 and $70.0 million matures at various times
during fiscal 2003. The adoption of this pronouncement did not have a material
impact on the results of operations for the nine months ended June 30, 2001.

     We have reviewed Securities and Exchange Commission Staff Accounting
Bulletin, or SAB, No. 101, "Revenue Recognition in Financial Statements", which
we are required to adopt in the fourth quarter of fiscal 2001. This SAB will not
have a material impact on our financial statements.

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." Under SFAS No. 141, all business combinations are to be accounted for
using the purchase method of accounting and identifiable intangible assets
acquired in a business combination are to be recognized separately from
goodwill. Under SFAS No. 142, goodwill will no longer be amortized, but will be
reviewed for impairment at least annually at the reporting unit level.
Identifiable intangible assets acquired in a business combination are to be
amortized over their useful lives, unless their useful lives are indefinite, in
which case those intangible assets will be tested for impairment annually and
not amortized until their lives are determined to be finite. These standards are
effective for all business combinations completed after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001,
companies are required to adopt SFAS No. 142 for fiscal years beginning after
December 15, 2001, but early adoption is permitted. Excluding the amortization
of goodwill after income taxes in fiscal 2001, net earnings would have been $8.3
million in the third quarter and $23.8 million for the nine months ended June
30, 2001 and earnings per share would have been $0.63 in the third quarter and
$1.80 for the nine months ended June 30, 2001. We are further evaluating the
effect that adoption of these statements will have on our results of operations
and financial condition.

OUTLOOK

     Net sales in fiscal 2002 are forecasted to grow to $743 million, a 6%
increase over fiscal 2001. Sales are forecasted to increase in each of our
segments. Aircraft controls' sales are forecasted to increase to $360 million,
primarily as a result of increases in military business, particularly
aftermarket sales and sales related to our effort in the development phase of
the new F-35 Joint Strike Fighter recently awarded to LockheedMartin. Offsetting
these increases within the Aircraft controls segment will be a decline in our
commercial aircraft sales, particularly related to sales to Boeing and the
related aftermarket sales. Space controls' sales are forecasted to increase to
$111 million, primarily related to growth in the satellite business and
increased activity on NASA's Space Shuttle. Industrial controls' sales are
forecasted to increase to $272 million, primarily due to having a full year of
revenues from the Robert Bosch radial piston pump product line, which was
acquired in February 2001, and increases related to combat ground vehicles.

                                        24
<PAGE>

     Operating margins for fiscal 2002 are expected to decline slightly to
approximately 11.4% as a result of industrial controls continuing to face the
softness in the plastics market and margin pressures in the turbines market.

     Excluding the effect of this offering, earnings per share are expected to
increase by approximately 10% in fiscal 2002 to $2.32 before applying the
provisions of SFAS No. 142. Including the effects of this offering and assuming
the exercise by the underwriters of their over-allotment option in full, fiscal
2002 earnings per share are expected to be approximately $2.16 before
extraordinary charges associated with the costs of the debt reduction described
in "Use of Proceeds" and before applying the provisions of SFAS No. 142.

     On September 11, 2001, the United States was attacked by terrorists using
hijacked commercial airline jets. The effect of these tragic events on general
economic conditions and on the commercial airline industry, in particular, could
be significant. For example, the events have resulted and could continue to
result in a decreased demand for air travel due to fears regarding additional
acts of terrorism. These events could also result in an increase in the price of
jet fuel because of concerns regarding hostilities in the Middle East and
airlines bearing increased costs or reducing operations due to new security
directives adopted by the Federal Aviation Administration. At this time we are
unable to predict with certainty the impact that these events will have on our
commercial aircraft business and thus on our outlook. We believe that our
diverse revenue base and our global geographic presence will help to lessen the
impact of any decrease in our commercial aircraft sales.

                                        25
<PAGE>

                                    BUSINESS

     We are a leading worldwide designer and manufacturer of high performance,
precision motion and fluid controls products and control systems for a broad
range of applications in aerospace and industrial markets. Our products and
systems are used in the flight control of military and commercial aircraft, in
positioning satellites, in steering tactical and strategic missiles and in the
thrust vector control of space launch vehicles. They are also used in a wide
variety of industrial applications, including power-generating turbines and
injection molding machines. We have an excellent reputation in the industries we
serve based on our strong engineering and design capabilities and the
reliability of our products. We have adapted our technologies to other product
applications in aircraft and industrial controls. Our products and systems
employ servovalves and servoactuators. Servovalves and servoactuators control
the position, velocity or force of moving objects with accuracy that can be
measured in millionths of an inch. Not only are these devices extremely
accurate, they will also respond to motion commands in as little as thousandths
of a second and as frequently as one hundred times a second.

     Our customers expect us to offer more value. We do this by providing
solutions to their complex precision control needs, responding to short
lead-time schedules, and selling our products and services at competitive
prices. The precision control market is fragmented but is consolidating, and the
number of motion controls suppliers is decreasing. This is due in part to
acquisitions within the industry and customer preferences to manage fewer
suppliers. We have also offered more value to our customers through
acquisitions. Acquisitions position us to offer broader and more complete
controls systems solutions. We have been, and will continue to be, a
consolidator of the precision motion controls industry.

INDUSTRY OVERVIEW AND TRENDS

     Aircraft.  The aircraft industry consists of two sectors: military and
commercial. Our military aircraft business will benefit from rapidly aging fleet
aircraft and weapons systems in need of replacement, refurbishment or upgrades,
projected continued increases in spending by the U.S. Department of Defense, or
DoD, for procurement and research and development, and DoD's outsourcing of
repair and maintenance services on U.S. military aircraft. President Bush
requested in June 2001 approximately $329 billion in discretionary budget
authority for fiscal 2002 for the DoD representing an 11.1% increase over the
$296 billion approved by Congress last year. More importantly, requested fiscal
2002 authority for procurement and research and development of $109 billion is
up over fiscal 2001 levels by 6.0%. Spending in these categories represents the
principal source of funds for defense contractors. From the mid 1980's, spending
authority for procurement and research and development declined until the late
1990's when the trend turned upward. In response to the September 11 attacks on
the United States an additional $20 billion in budget authority was requested.
Of the $20 billion, $3 billion would be dedicated to procurement.

     Our commercial aircraft business has three sources of revenue: sales of
original equipment to commercial airplane manufacturers such as Boeing; revenues
from the sale of parts, spares and equipment overhaul services to commercial
airlines; and sales of original equipment to manufacturers of business jets. The
September 11 attacks on the United States will most likely negatively affect our
near term outlook for OEM sales to Boeing as well as reduce our aftermarket
business from commercial airlines. We believe, however, that improved safety
measures will restore passenger confidence in commercial flight as the most
efficient and effective way to travel. Longer term, we believe our commercial
aircraft business will benefit from increased commercial passenger revenue
miles. In addition, we believe demand for business jets will accelerate further
as an alternative to commercial airplane travel.

     Space.  NASA recently awarded us a $48.0 million, five year contract to
refurbish the flight control actuators on the Space Shuttle. We originally
supplied these controls nearly 20 years ago. DoD spending on strategic and
tactical missile programs has trended upward from relatively lower levels in the
early 1990's due to modernization. The future of U.S. missile defense is
uncertain. However, we are a participant on two key development programs, the
Air Force's NMD and the Army's THAADS. The satellite industry has stabilized
with launches of geosynchronous, or GEO, satellites of 25-30 per year. The
market for low earth orbit, or LEO, satellites has declined significantly since
the commercial disappointments of Iridium and Globalstar. GEO satellites enter
earth orbit and remain stationary over one

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geographic location. LEO satellites are generally cheaper to launch, easier to
control and are not geographically stationary. There is presently only a modest
effort being expended on reusable launchers, although we are a contributor on
both the Delta IV and the Atlas Evolved Expendable Launch Vehicle, or EELV,
projects.

     Industrial.  Our industrial controls business is diverse. Three key
industrial markets we serve, plastics manufacturing machinery, power generation
and motion simulation, account for approximately 40% of our industrial sales.
The plastics market is forecasted to grow 0% to 5% annually over the next three
to four years. We have benefited from the growth in the plastics industry
resulting from the demand for compact discs and digital video discs. As more
uses for plastic are developed, we expect to benefit from the need for more
precise injection and blow molding machinery. The power generation market,
specifically large frame gas and steam turbines, is expected to grow
approximately 5% annually over the next three to four years. The largest turbine
manufacturers, General Electric and Siemens AG, are experiencing capacity
limitations. Until these capacity issues are addressed, growth is not expected
to be as strong as it has been in the past three years. The motion simulation
market is expected to grow approximately 3% annually over the next three to four
years as the growing business jet market and the need to replace retiring pilots
drives demand for pilot training. Demand for our industrial products is being
driven by inexpensive computer power available from microprocessors. These
computers enable machine manufacturers to increase the productivity of their
machines and simultaneously reduce overall costs.

PRODUCT APPLICATIONS AND MARKETS SERVED

     Our products include precision controls and control systems for a broad
range of applications for each of our markets. Our business is organized to
serve our markets through three operating groups: aircraft controls; space
controls; and industrial controls.

  Aircraft Controls

     Sales of aircraft controls were $311.8 million in fiscal 2000, or 48% of
our sales. These sales fall into three broad categories: OEM flight controls;
OEM engine controls; and aftermarket.

     OEM Flight Controls.  We are a market share leader in supplying OEM flight
controls to the military and commercial markets. Flight controls can be broken
down into primary flight controls and secondary flight controls. Primary flight
controls are the surfaces on an aircraft that control pitch, roll and yaw and
include the elevators, ailerons and rudder. Secondary flight controls modify the
amount of lift produced by an aircraft's wings or augment the primary flight
controls.

       Military Aircraft.  Since our founding, we have provided flight controls
to almost every U.S. military aircraft and numerous foreign military aircraft.
Sales of flight controls for military applications to the U.S. government and
its prime contractors and subcontractors were $124.7 million in fiscal 2000.
Controls for military applications are similar to those used on commercial
aircraft except that our military products are designed to more stringent
mission and environmental requirements. These products often incorporate
multiple system redundancy effectively allowing some of an aircraft's systems to
fail, yet permit the aircraft to continue to fly. We are currently involved on
many military programs including:

       - F/A-18 Hornet and Super Hornet.  We supply primary and secondary flight
         controls for the F/A-18, which is the U.S. Navy's primary carrier-based
         fighter/attack aircraft. Approximately 800 F/A-18 C/D and E/F aircraft
         have been produced. The E/F version of the F/A-18, known as the Super
         Hornet, which is 30% larger than the prior C/D version, known as the
         Hornet, entered low rate initial production in 1997. Full-scale
         production is planned to be at the rate of approximately 47 aircraft
         per year by 2004.

       - V-22 Osprey Tiltrotor.  We supply primary and secondary flight controls
         for the V-22 Osprey tiltrotor aircraft. The V-22 is built by a joint
         venture of the Bell Helicopter Division of Textron, Inc. and Boeing.
         The V-22 is a hybrid between a helicopter and a fixed wing aircraft.
         Low rate initial production commenced in 1997. Low rate initial
         production is expected to continue at

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         current levels. The program and the timing of the production schedule
         is being evaluated as a result of two accidents in 2000. The accidents
         were not related to any failure of the flight controls we supply.

       - Joint Strike Fighter.  We are designing the primary and secondary
         flight controls for both competing U.S. government prime contractors,
         Boeing and Lockheed Martin. The Joint Strike Fighter is intended for
         use by the three branches of the U.S. military. Industry sources
         estimate that approximately 3,000 fighters will be produced for the
         U.S. military with additional sales to foreign countries. Low rate
         initial production is expected to begin in 2008.

     We also design and produce flight controls for the following military
aircraft:

       - B-2 Stealth Bomber;

       - F-15 Eagle;

       - F-16 Falcon;

       - Japanese F-2 fighter;

       - Comanche and Blackhawk helicopters; and

       - The Republic of Korea's T-50 trainer/fighter.

       Commercial Narrow and Wide Body Airplanes.  We supply flight controls to
the major commercial aircraft OEMs, Boeing and Airbus. Our sales to Boeing were
$60.0 million in fiscal 2000, which represented 9% of our fiscal 2000 sales. In
fiscal 1999, we entered into an agreement with Boeing which establishes fixed
prices through 2008 for all our flight controls. We currently provide flight
controls for more applications on the Boeing 7-series airplanes than any of our
competitors.

      Business Jets.  We supply flight controls for business jets including
Raytheon's Hawker Horizon and Bombardier's BD100, each of which is entering
initial production. We have also been supplying various controls on
in-production aircraft, including Textron's Cessna Citation, General Dynamics'
Gulfstream IV and Raytheon's Premier I.

     OEM Engine Controls.  We design and manufacture fuel metering and air inlet
controls for jet engines used on commercial and military aircraft. All models of
commercial aircraft currently produced by Boeing and Airbus contain engines on
which our controls are used. We also supply engine controls for the F-15 Eagle,
F-16 Falcon, F/A-18 E/F Super Hornet, F-22 Raptor and the B-2 Stealth Bomber.

     Aftermarket.  In fiscal 2000, 40% of our aircraft controls sales were
aftermarket sales to the U.S. and foreign governments and to domestic and
international commercial airlines. We are the principal provider of aftermarket
support for our installed base of products and systems because of the rigid
specifications and high technological content of our products and our reputation
for reliability. Our large installed base of products and systems on U.S.
military aircraft positions us to benefit from strong aftermarket sales as the
aircraft age. The military programs associated with aftermarket sales include
the F-15 Eagle, F-16 Falcon, C5 Transport and the B-2 Stealth Bomber. The
majority of our aftermarket sales for commercial applications is to airlines
that use Boeing airplanes. Boeing estimates that over 11,000 of their commercial
aircraft are being used around the world.

  Space Controls

     Sales of space controls were $112.4 million in fiscal 2000, or 18% of our
sales. Our products are used in several applications including satellites,
tactical and strategic missiles, the Space Shuttle, launch vehicles, NMD and
THAADS, and the Space Station.

     Satellites.  We supply control components for almost every make of GEO
satellite currently produced. We manufacture thruster valves, propulsion system
valves and actuation systems. These components are used to place the satellite
in its proper orbit after launch and to position the satellite throughout its
life. We also design and produce controls used to deploy and position solar
panels and
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communication antenna. Examples of satellite programs currently supplied by us
include Lockheed Martin's A2100, Astrium's Eurostar 2000/3000 and Alcatel's
SB3000/4000.

     Tactical and Strategic Missiles.  We supply steering controls for tactical
missiles including the AGM 142 Popeye, TOW, Hellfire, Patriot, Maverick, and
VT-1. We also supply controls for all three stages of the Trident submarine
launched strategic missile.

     Space Shuttle.  We supply the Space Shuttle's flight controls and main
engine and solid rocket booster steering controls. In June 2001, we were awarded
a $48.0 million five-year contract to refurbish the flight controls for the four
Space Shuttle orbiters. The solid rocket booster controls are recovered and
returned to us for refurbishment after every launch.

     Launch Vehicles.  We supply steering controls on the Ariane V, the European
Space Agency's new-generation launch vehicle. We also participate on the EELV
program and various Delta programs, including the Delta IV EELV. These launch
vehicles are used to place communications and scientific payloads into earth
orbit. We also provided controls for the Titan IV launch vehicle used by the
U.S. Air Force.

     Missile Defense.  We are involved on the United States' two key missile
defense development programs, NMD and THAADS. For NMD, we supply the first stage
thrust vector control system and the Divert and Altitude Control System, or
DACS, for the Exoatmospheric Kill Vehicle, or EKV. For THAADS, we supply various
steering controls.

     International Space Station.  We are designing flap and rudder controls on
the demonstration program for the X-38 Crew Return Vehicle. This vehicle will
allow astronauts in the Space Station to return to Earth in the case of an
emergency.

  Industrial Controls

     Sales of industrial controls were $219.8 million in fiscal 2000, or 34% of
our sales. We design and manufacture both standard and customized servovalves
and electric drives, as well as integrated control systems. Our products are
used in a wide range of industrial applications and employ both hydraulic and
electric control technologies. Industrial customers representing approximately
70% of our industrial sales use hydraulic controls technology. Occasionally,
there is interest by our customers in exploring a shift from hydraulic controls
to electric controls. We continue to focus on and expand our electric controls
capabilities. This positions us to lead this shift, if and when it happens. We
estimate that in fiscal 2000 industrial controls sold hundreds of different
types of products to over 2,500 customers. Although our control product
applications and customers are diverse, approximately one-half of our sales in
industrial controls are in five markets: plastics manufacturing machinery;
power-generating turbines; aftermarket; motion simulators and military ground
vehicles.

     Plastics Manufacturing Machinery.  We provide controls and integrated
control systems to manufacturers of blow molding and injection molding
machinery. These machines are used to produce molded plastic products and
component parts used on all kinds of industrial and consumer products, including
plastic bottles, compact discs and digital video discs.

     Power-Generating Turbines.  We design and manufacture turbine control
assemblies for many turbine types and sizes. We have succeeded in convincing
turbine OEMs to outsource system controls and to purchase our integrated control
systems. Our acquisition of Whitton in January 2001 strengthened our ability to
provide a full line of controls for turbines ranging from microturbines to
large-frame turbines. Our turbine controls sales have grown over the past five
years by convincing our turbine customers that they are better served by
outsourcing turbine fuel and blade controls. Recently, one of our turbine
customers instituted a reverse auction procedure for the procurement of these
controls, resulting in smaller near-term margins. We expect these reverse
auctions to continue. We will partially offset the effect of these auctions
through savings realized by improving our manufacturing processes.

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     Aftermarket.  Aftermarket sales represented 12% of industrial controls
sales in fiscal 2000. Our industrial control products, in particular our
hydraulic products, are traditionally used on heavy equipment. This equipment
requires periodic servicing and maintenance. We have capitalized upon this
requirement by building a substantial aftermarket business. We believe we
currently service approximately 30% of our installed base of hydraulic
servovalves.

     Motion Simulators.  We manufacture standard four and six degree-of-freedom
motion control platforms with weight capacities between 2,000 and 36,000 pounds
for the flight simulation, driver-training and entertainment markets. We also
design and manufacture specialty motion control platforms for entertainment
simulators at theme parks, such as the Spiderman attraction at MGM-Universal's
theme park in Orlando, Florida.

     Military Ground Vehicles.  We design and manufacture electric and hydraulic
gun positioning and ammunition-handling controls for military ground vehicles. A
key advantage of electric control systems is the elimination of the hydraulic
fluid supply and related maintenance requirements. In February 2001, we were
awarded two long-term contracts for dual axis gun aiming systems to be employed
on the Hagglund CV9030 combat vehicles used by the Swiss and Finnish armies.

     Other.  Our controls are also used on many other industrial applications
including material testing equipment, metal forming machinery, Formula 1 race
cars, custom automation machinery, carpet tufting and textile machinery, among
others.

OUR COMPETITIVE ADVANTAGES

     We believe we have a unique franchise in the precision motion control
market. We believe our competitive advantages are:

     - Diversified Revenues.  Our revenues are derived from sales to a diverse
       customer base in the military and commercial aerospace and industrial
       markets. In fiscal 2000, sales in our aircraft controls, space controls
       and industrial controls segments were 48%, 18%, and 34%, respectively, of
       our total sales. Our diverse revenue mix stabilizes our cash flows
       through economic cycles. This allows us to more consistently reinvest in
       our business and to more effectively maintain and enhance our leadership
       position in the markets we serve.

     - Market Leadership.  We believe we are a market share leader in supplying
       OEM flight control actuation systems for military and commercial
       aircraft, steering controls for launch vehicles and propellant controls
       for satellites. We are the sole source supplier of the motion controls we
       manufacture on many of the aerospace programs in which we participate. As
       sole source supplier, we maintain our market leadership, take advantage
       of the growth in these production programs and participate in aftermarket
       sales. We are an internationally recognized leader in technologically
       advanced, custom-designed control systems for aerospace applications. In
       the industrial hydraulics market, we believe we are the leading producer
       of serovalves for industrial automation. Our market leadership has
       allowed us to maintain long-term relationships with our customers and
       helps us attract new customers.

     - Technological Leadership and Close Customer Relationships.  We are a
       recognized worldwide leader in precision motion control technology. Our
       proven ability to design and develop customized solutions leads to
       customers asking us to meet their complex precision motion control needs.
       As a result, we have developed close relationships with our customers.
       These close relationships allow us to effectively evaluate our customers'
       precision motion control requirements and identify new opportunities. We
       designed and manufactured the flight control system for the B-2 Stealth
       Bomber, which we believe is the most technically challenging flight
       control system ever developed. Our reputation as a technology leader
       helped us in being solicited by both competing U.S. government prime
       contractors to design the primary and secondary flight controls for the
       concept demonstrator aircraft on the Joint Strike Fighter program. In
       industrial markets, we are focusing on the design and production of
       customer-specific, high performance specialty systems. Our design
       solution

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       capability is the result of our experienced research and development
       staff, ability to incorporate technologies developed from other product
       applications and the expertise added through our acquisitions.

     - Low Cost Manufacturing.  We use low cost manufacturing facilities in the
       Philippines and India in order to reduce our overall product cost. In
       addition, through capital investments and lean manufacturing strategies,
       we manage our cost structure to realize higher profits. Our ability to
       manufacture at low cost and to allocate resources properly allows us to
       compete successfully against companies that have greater financial and
       other resources.

     - Geographic Diversification.  We have operations in 21 countries. In
       fiscal 2000, sales from our foreign operations were 25% of our total
       sales. Our sales engineers, who know the local customs and markets, are
       located close to our customers around the world. They also draw on
       technical expertise from our other engineering and design facilities
       around the world to pursue new customers and identify new product
       opportunities. Our geographic diversification allows us to identify and
       respond to these opportunities more quickly.

OUR GROWTH STRATEGY

     Key elements of our growth strategy include:

     - Capitalizing on Increasing Defense Spending.  Our defense business
       represented 34% of our fiscal 2000 sales. We are a key supplier on newer
       U.S. military aircraft programs, including the F/A-18 E/F Super Hornet,
       the V-22 Osprey tiltrotor and the Joint Strike Fighter. We are also a
       supplier on many other military aircraft and missile programs including
       the F-15 Eagle, the F-16 Falcon, the B-2 Bomber, NMD, TOW, Hellfire and
       the AGM 142 Popeye.

     - Capitalizing on Aftermarket Opportunities.  Our aftermarket business was
       23% of our fiscal 2000 sales. Our reputation for reliability within the
       aerospace and industrial markets has resulted in end users using us for
       routine repair and maintenance. We supply the U.S. and foreign
       governments and commercial airlines with spare parts and repair services
       and provide product support to most of the major commercial airlines. We
       understand the importance of customer responsiveness. Our customers
       require short turnaround times. We have repair and overhaul facilities
       staffed and stocked to meet these requirements. With aging aircraft in
       both the military and commercial sectors and outsourcing by DoD of repair
       and maintenance, we expect continued growth in aftermarket sales. We also
       expect to benefit from increased repair and overhaul work in industrial
       controls as our installed base of products grows. We are also seeking to
       increase our share of the market for aftermarket sales to industrial
       customers.

     - Pursuing Acquisitions.  We have been and will continue to be a
       consolidator in the fragmented precision control industry. We believe
       acquisitions permit us to increase our sales and earnings and improve our
       market position. In 1994, we began a strategy to accelerate our growth by
       pursuing acquisitions. Since then, we have acquired and successfully
       integrated more than a dozen businesses that have complemented or
       expanded our product applications, technical expertise and customer base.
       We believe there are significant opportunities for further consolidation
       among motion controls suppliers.

     - Focusing on System Integration in Industrial Applications.  We are
       expanding our ability to provide complete system solutions to customers
       in the industrial automation market. We expect that recent consolidations
       of large standard hydraulic systems suppliers will improve our long-term
       prospects in the systems business. As our large competitors focus on
       standard systems, we will seek to increase our sales of customer-focused
       high performance specialty systems. Customers want suppliers who can work
       with their engineering staffs in the design and development of highly
       engineered precision control systems. We believe we can compete
       effectively for these opportunities by focusing on specific industrial
       market applications, such as plastics manufacturing machinery,

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       power-generating turbines and motion simulation, and by using our proven
       ability to supply customized solutions to customer needs.

     - Broadening the Application of Our Technology to New Markets.  We have
       successfully adapted our technology, which originated from our
       involvement on various missile programs and NASA space missions in the
       1950's and 1960's, to other product applications. This has allowed us to
       enter new markets and expand our product applications. We believe we can
       increase sales by adapting our current technologies to new markets, such
       as the packaging and oil exploration markets, and new product
       applications, such as wind turbines and electric actuation for injection
       molding machines and training simulators.

CUSTOMERS

     Our customers fall into three groups: OEM customers of our aerospace
business, OEM customers of our industrial business and aftermarket customers.

     OEM-Aerospace.  OEM-aerospace customers collectively represented 46% of our
fiscal 2000 sales. The majority of these sales are to a small number of large
companies. Due to the long-term nature of many of the programs, many of our
relationships with OEM-aerospace customers are based on long-term agreements.
These customers include Boeing, Lockheed Martin, Northrop Grumman Corporation,
Raytheon, Space Systems/Loral, Inc., Airbus Industrie, Boeing Satellite Systems,
Inc., formerly Hughes Electronics Corporation, Bombardier, Cessna Aircraft
Company, a subsidiary of Textron, Gulfstream Aerospace Corporation, a subsidiary
of General Dynamics, Sikorsky Aircraft Corporation, a subsidiary of United
Technologies Corporation, BAE Systems plc, formerly British Aerospace plc,
Astrium and the U.S. Government, among others.

     Our largest OEM-aerospace customer is Boeing. Military and commercial sales
to Boeing were 17% of fiscal 2000 sales and 20% of fiscal 1999 and 1998 sales.
Sales to Boeing were 33% of the aircraft controls segment's fiscal 2000 sales
and 9% of the space controls segment's fiscal 2000 sales. Sales to the U.S.
government and U.S. government prime contractors and subcontractors, including
military sales to Boeing, were 29% of fiscal 2000 sales, 30% of fiscal 1999
sales and 31% of fiscal 1998 sales.

     OEM-Industrial.  Our sales of industrial controls are to diverse customers
around the world and are normally based on lead times of 90 days or less.
OEM-industrial customers include Husky Injection Molding Systems Ltd., General
Electric and Siemens, among others. Husky, General Electric and Siemens
collectively accounted for approximately 5% of our fiscal 2000 sales.

     Aftermarket.  We also provide spare and replacement parts and repair and
overhaul services for most of our products. Our major aftermarket customers
include the U.S. government and the commercial airlines.

COMPETITION

     We experience considerable competition in each of our three markets.
However, we are the only precision control company that competes globally in all
three of these markets and all precision control technologies.

     Many of our competitors have greater financial and other resources. In
aircraft controls, our principal competitors include Parker Hannifin
Corporation, Curtiss-Wright Corporation, Liebherr-Holding GmbH, Lucas Aerospace
Power Equipment Corporation, a subsidiary of TRW Inc., and Teijin Seiki Co.,
Ltd. In space controls, our principal competitors are ValveTech Inc., Vacco
Industries, Inc., Honeywell International Inc. and Textron. In industrial
controls, our main competitor for hydraulic applications is Bosch Rexroth AG.
Our competitors for electric applications are Barber-Colman, Siemens, Bosch
Rexroth's Rexroth Indramat business unit, Pacific Scientific Company and Yaskawa
Electric Corporation.

     Competition in the markets we serve is based upon design capability,
product performance and life, service, price and delivery time. In some product
applications technological considerations are more

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important than price considerations, while in others price is paramount. We
believe we compete effectively on all bases.

SALES AND MARKETING

     Our sales and marketing organization consists of individuals possessing
highly specialized technical expertise. This expertise is required in order to
effectively evaluate a customer's requirements and to facilitate communication
between the customer's engineering staff and our engineering staff. Our sales
staff is our primary contact with our customers. We use third party sales
representatives to cover several domestic aerospace markets. We use distributors
selectively to cover several industrial markets.

     Our success in both the aerospace and industrial markets is dependant on
the ability of our sales and marketing staff to develop strong contacts with
customers and spot opportunities early.

MANUFACTURING

     Our manufacturing facilities are equipped to manufacture custom engineered
products designed for specific customer applications. Our facilities and
manufacturing equipment are state of the art. We have CAD/CAM and CNC machining
capabilities, internally designed and manufactured test equipment, and Class
10,000 and Class 100,000 assembly and test facilities.

     The manufacturing process for specific custom engineered applications,
which comprise most of our products, demands a high degree of technical
expertise and precision. Our design engineers begin the process by expanding the
preliminary designs prepared during the proposal process. After any necessary
modifications, prototypes of the design are manufactured for developmental
testing. As part of the process, we conduct an internal review to determine
whether the design will meet the specific customer application and can be
manufactured in a cost-effective manner. We emphasize concurrent engineering
where design engineers and production engineers work together early in the
process to enhance product design from a manufacturing standpoint. The product
then goes into limited production for customer testing, after which the product
is considered a qualified design. At this stage the product moves into full
production.

     Production is a three-step process: fabrication; assembly; and testing. In
the fabrication process, our skilled machinists using proprietary manufacturing
processes directed by our methods engineering staff produce a substantial volume
of components often satisfying submicron tolerances. Our technicians assemble
the components and the product is then tested to determine whether it meets
internal and customer specifications. In general, each technician involved in
both the assembly and testing functions has a two-year degree in a technical
field. These technicians are supported by our product engineering staff, which
prepares assembly worksheets and test procedures.

TECHNOLOGY

     We design and manufacture high performance precision controls known as
servovalves and servoactuators. Servovalves regulate the flow of fluid. They
convert the electronic signal from a computer into a precisely metered amount of
liquid, such as hydraulic fluid, which flows into a piston/cylinder assembly
known as an actuator. The actuator then creates movement. When a servovalve is
mounted on an actuator, the device is known as a servoactuator.

     Our products provide precision motion control. The precision in a motion
control system is created through the use of a closed loop system or what is
technically referred to as a servocontrol system. A servocontrol system is a
group of electronic and/or mechanical elements that generates a desired output
by comparing the achieved output with the commanded input and using the
difference between the input and the output as the actuating signal. We provide
motion control in three core technologies: electrohydraulic, electromechanical,
and electropneumatic. Electrohydraulic technologies are used in our standard
servovalves, servoactuators and integrated actuation and power systems.
Electromechanical technologies include brushless DC servomotors, DC motor
controllers, servoactuators and servosystems. Electropneumatic technologies
include solenoid-controlled servoactuators and control actuation systems.

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     The following diagram shows the elements of a servocontrol system in which
the power to move the output is provided by pressurized hydraulic fluid. The
concepts are similar for systems in which the power is provided by an electric
motor.

                         [The Moog Servocontrol System]

     An electrohydraulic servocontrol system consists of six elements indicated
in the diagram above: control electronics which may be a computer,
microprocessor or guidance system which create a command input signal; a
servoamplifier which provides a low power electrical actuating signal which is
the difference between the command input signal and the feedback signal
generated by the feedback transducer; a servovalve which responds to this low
power electrical signal and controls the high power flow of hydraulic fluid to
an actuation element such as a piston and cylinder or a hydraulic motor which
positions the device being controlled; and a power supply, generally an electric
motor and pump, which provides a flow of hydraulic fluid under high pressure.
The feedback transducer measures the output of the system and converts this
measurement into a proportional signal, which is sent to the servoamplifier. We
are engaged primarily in the design, manufacture and sale of servovalves and
actuators, although all the elements of a servosystem are represented in our
products.

     We have used our expertise in electrohydraulic servocontrols as a platform
from which to pursue other product applications.

EMPLOYEES

     We employed approximately 4,920 individuals as of October 15, 2001. Of that
total, approximately 2,830 are in the U.S., 1,260 are in Europe, 180 are in the
Pacific Rim and 650 are in low cost manufacturing centers in the Philippines and
India.

     Our engineering staff is one of our competitive strengths, and our
production work force consists of highly skilled machinists, assemblers and
technicians. We believe our relationship with our employees is excellent. We
have not experienced any material labor-related work stoppages.

LEGAL PROCEEDINGS

     From time to time, we are named as a defendant in legal actions arising in
the normal course of business. We are not a party to any pending legal
proceeding the resolution of which management believes will have a material
adverse effect on our results of operations or financial condition or to any
pending legal proceedings, other than ordinary, routine litigation incidental to
its business.

PATENTS, TRADEMARKS AND TRADE NAMES

     We have numerous patents and have filed applications for others. While the
protection afforded by these patents is of value, we do not consider the
successful conduct of any material part of our business dependent upon this
protection. Our patents and patent applications include both U.S. and
international

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patents relating to electrohydraulic, electropneumatic and electromechanical
actuation mechanisms and control valves, electronic control component systems
and interface devices. We have trademark and trade name protection in major
markets throughout the world.

ENVIRONMENTAL MATTERS

     We are subject to extensive and changing federal, state and foreign laws
and regulations establishing health and environmental quality standards, and may
be subject to liability or penalties for violations of those standards. We are
also subject to laws and regulations governing remediation of contamination at
facilities currently or formerly owned or operated by us and at sites to which
we have sent hazardous substances or wastes for treatment, recycling or
disposal. We believe that we are currently in compliance, in all material
respects, with all these laws and regulations. However, we may be subject to
future liabilities or obligations as a result of new or more stringent
interpretations of existing laws and regulations. In addition, we may have
liabilities or obligations in the future if we discover any environmental
contamination or liability at any of our facilities, or at facilities we may
acquire.

PROPERTIES

     We maintain our corporate headquarters in East Aurora, New York and conduct
our principal manufacturing and sales operations at the following facilities:

<Table>
<Caption>
                                                                       APPROXIMATE   APPROXIMATE
                                                                         SQUARE        SQUARE
                                                                         FOOTAGE       FOOTAGE
LOCATION                        TYPE OF FACILITY   BUSINESS SEGMENT       OWNED        LEASED
--------                        ----------------  -------------------  -----------   -----------
<S>                             <C>               <C>                  <C>           <C>
AMERICAS
New York......................  Headquarters                                    0       38,000
New York......................  Manufacturing     Aircraft Controls       350,000       84,000
New York......................  Manufacturing     Space Controls          209,000       28,000
New York......................  Manufacturing     Industrial Controls     117,000       60,000
California....................  Manufacturing     Aircraft Controls       200,000        6,000
California....................  Manufacturing     Space Controls                0       71,000
Utah..........................  Manufacturing     Aircraft Controls       252,000       17,000
Others (2 countries)..........  Sales             Industrial Controls           0       13,000
EUROPE
Germany.......................  Manufacturing     Industrial Controls      47,000      110,000
Italy.........................  Manufacturing     Industrial Controls     104,000       43,000
England.......................  Manufacturing     Aircraft Controls         3,000       58,000
England.......................  Manufacturing     Industrial Controls       2,000       39,000
Ireland.......................  Manufacturing     Industrial Controls      28,000        4,000
Luxembourg....................  Manufacturing     Industrial Controls      22,000       47,000
Others (5 countries)..........  Sales             Industrial Controls           0       27,000
PACIFIC
Philippines...................  Manufacturing     Aircraft Controls        57,000            0
Philippines...................  Manufacturing     Industrial Controls      31,000            0
Japan.........................  Manufacturing     Industrial Controls      74,000            0
India.........................  Manufacturing     Industrial Controls      32,000            0
Others (5 countries)..........  Sales             Industrial Controls      26,000        5,000
                                                                        ---------      -------
     Total...........................................................   1,554,000      650,000
                                                                        =========      =======
</Table>

     In late fiscal 2001 and during 2002, we are planning to add approximately
61,500 square feet of manufacturing space at various existing industrial
controls facilities and at low cost manufacturing sites to support our expected
future growth.

                                        35
<PAGE>

                                   MANAGEMENT

     The following table sets forth information regarding our directors and
executive officers.

<Table>
<Caption>
NAME                                      AGE                         POSITION
----                                      ---    --------------------------------------------------
<S>                                       <C>    <C>
Robert T. Brady.........................  60     Chairman of the Board; President; Chief Executive
                                                 Officer; Director; Member, Executive Committee
Richard A. Aubrecht.....................  56     Vice Chairman of the Board; Vice President-
                                                 Strategy and Technology; Director; Member,
                                                 Executive Committee
Robert R. Banta.........................  59     Executive Vice President; Chief Financial Officer;
                                                 Director; Assistant Secretary; Member, Executive
                                                 Committee
Joe C. Green............................  60     Executive Vice President; Chief Administrative
                                                 Officer; Director; Member, Executive Committee
Robert H. Maskrey.......................  60     Executive Vice President; Chief Operating Officer;
                                                 Director; Member, Executive Committee
James L. Gray...........................  65     Director
John D. Hendrick........................  63     Director
Kraig H. Kayser.........................  40     Director
Albert F. Myers.........................  55     Director
Martin J. Berardi.......................  45     Vice President
Philip H. Hubbell.......................  62     Vice President -- Contracts and Pricing
Stephen A. Huckvale.....................  51     Vice President
Warren C. Johnson.......................  42     Vice President
Timothy P. Balkin.......................  42     Treasurer; Assistant Secretary
John B. Drenning........................  64     Secretary
Donald R. Fishback......................  45     Controller
</Table>

     Mr. Robert T. Brady began his career at Moog in 1966. In 1976, Mr. Brady
became Vice President and General Manager of the Aerospace Division, and
subsequently President of the Aerospace Group in 1981. In 1988, Mr. Brady was
elected President and Chief Executive Officer. In 1996, Mr. Brady was elected
Chairman of the Board. Prior to joining Moog in 1966, Mr. Brady served as an
officer in the U.S. Navy. Mr. Brady received his B.S. in Mechanical Engineering
from Massachusetts Institute of Technology and his M.B.A. from the Harvard
Business School. Mr. Brady currently serves as a member of the board of
directors of Astronics Corporation, National Fuel Gas Corporation and Seneca
Foods Corporation.

     Dr. Richard A. Aubrecht began his career at Moog in 1969. Dr. Aubrecht
worked in various engineering and manufacturing capacities, including two years
at Moog's German subsidiary, before leaving Moog in 1976 to work for American
Hospital Supply. In 1979, Dr. Aubrecht rejoined Moog as Administrative Vice
President and Secretary. In 1988, Dr. Aubrecht was elected Chairman of the
Board. In 1996, Dr. Aubrecht was elected Vice Chairman of the Board and Vice
President -- Strategy and Technology. Dr. Aubrecht received his B.S., M.S. and
Ph.D. from the Sibley School of Mechanical Engineering at Cornell University.

     Mr. Robert R. Banta began his career at Moog in 1983 as Vice President of
Finance. Mr. Banta was named Chief Financial Officer in 1988. Prior to joining
Moog, Mr. Banta was Executive Vice President of Corporate Banking for M&T Bank
in Buffalo, New York. Mr. Banta received his B.S. in Economics from Rutgers
University and his M.B.A. from the Wharton School of Finance and Commerce of the
University of Pennsylvania.

                                        36
<PAGE>

     Mr. Joe C. Green began his career at Moog in 1966. In 1973, Mr. Green was
named Vice President -- Human Resources. Mr. Green was elected Chief
Administrative Officer in 1988. Prior to joining Moog, Mr. Green held various
positions at General Motors Institute and served as a Captain in the U.S. Army.
Mr. Green received his B.S. from Alfred University and completed graduate study
in Industrial Psychology at Heidelberg University in Germany.

     Mr. Robert H. Maskrey began his career at Moog in 1964. Mr. Maskrey served
in a variety of engineering capacities, including Chief Engineer, through 1984.
Mr. Maskrey was named General Manager of the Aircraft Controls Division and
concurrently a Vice President in 1985. In 1989, Mr. Maskrey was named General
Manager of the Aircraft Group. Mr. Maskrey was elected a Director of Moog in
1998 and Chief Operating Officer in 1999. Mr. Maskrey received his B.S. and M.S.
in Mechanical Engineering from the Massachusetts Institute of Technology.

     Mr. James L. Gray was elected a Director of Moog in 1999. Mr. Gray served
as Chairman and Chief Executive Officer of PrimeStar Partners, LP from 1995
until he retired in 1998. Mr. Gray was Vice Chairman of Time Warner Cable from
1992 to 1994. Mr. Gray received his B.S. in Business Administration from Kent
State University and his M.B.A. from the State University of New York at
Buffalo.

     Mr. John D. Hendrick was elected a Director of Moog in 1994. Since 1989,
Mr. Hendrick has been President and Director of Okuma America Corp. in
Charlotte, North Carolina. Prior to joining Okuma, Mr. Hendrick served in the
capacity of Vice President for both American Tool and Mitsui Tool Machine. Mr.
Hendrick received his B.S. in Mechanical Engineering from the University of
Pittsburgh and his M.B.A. from Carnegie Mellon University.

     Mr. Kraig H. Kayser was elected a Director of Moog in 1998. Since 1993, Mr.
Kayser has been President and Chief Executive Officer of Seneca Foods
Corporation. Prior to joining Seneca Foods Corporation, Mr. Kayser served as
Vice President of J.P. Morgan Investment Management. Mr. Kayser received his
B.A. in Economics from Hamilton College and his M.B.A. from Cornell University.

     Mr. Albert F. Myers was elected a Director of Moog in 1997. Since 1981, Mr.
Myers has been Corporate Vice President and Treasurer of Northrop Grumman
Corporation. Prior to joining Northrop, Mr. Myers served as Chief of the
Controls Branch at NASA's Dryden Flight Research Center. Mr. Myers received his
B.S. and M.S. in Mechanical Engineering from the University of Idaho. In
addition, Mr. Myers completed a Sloan Fellowship at Massachusetts Institute of
Technology where he received an M.S. in industrial management.

     Mr. Martin J. Berardi began his career at Moog in 1980. From 1980 to 1993,
Mr. Berardi worked in various business development, sales and marketing
positions in Moog's aerospace and industrial businesses. Since 1993, Mr. Berardi
has served in various industrial general management positions in the United
States and Germany. Mr. Berardi was elected a Vice President of Moog in February
2000 and currently serves as General Manager of the industrial controls business
in the Americas and the Pacific. Mr. Berardi received his B.S. in
Biochemistry/Physics from Canisius College and his M.B.A. from St. Bonaventure
University.

     Mr. Philip H. Hubbell began his career at Moog in 1965. In 1968, Mr.
Hubbell was named Controller of the Aerospace/Industrial Groups. In 1978, Mr.
Hubbell was elected Group Vice President. Mr. Hubbell was elected Vice
President -- Contracts and Pricing in 1988. Mr. Hubbell received his B.A. in
Economics/History from Duke University.

     Dr. Stephen A. Huckvale began his career with Moog in 1980. From 1980 to
1986, Dr. Huckvale served as Engineering Manager of Moog Controls Ltd. In 1986,
Dr. Huckvale was named General Manager of the Pacific Group. In 1990, Dr.
Huckvale was elected a Vice President of Moog. In 1995, Dr. Huckvale was elected
Vice President of Moog International. Prior to joining Moog, Dr. Huckvale worked
for Plessy Hydraulics and the Atkins Research and Development Center. Dr.
Huckvale received his Ph.D. in Mechanical Engineering from the University of
Bath in England.

                                        37
<PAGE>

     Mr. Warren C. Johnson began his career with Moog in January 1983. From 1983
to 1991, Mr. Johnson served as a Development Engineer. Mr. Johnson was named
Chief Engineer of the Aircraft Controls Division in 1991. In 1999, Mr. Johnson
was named General Manager of the Aircraft Group. Mr. Johnson was elected Vice
President -- Aircraft Controls in February 2000. Mr. Johnson received his B.S.
and his M.S. in Mechanical Engineering from Ohio State University.

     Mr. Timothy P. Balkin began his career with Moog in 1992. Prior to becoming
Treasurer in June 2000, Mr. Balkin was Director of Financial Planning and
Analysis. Mr. Balkin is a certified public accountant and holds a B.S. in
Accounting from Canisius College and an M.B.A. from the State University of New
York at Buffalo.

     Mr. John B. Drenning has served as Moog's Secretary since 1988. Mr.
Drenning received his law degree from Cornell University and is a partner in the
Buffalo, New York law firm of Hodgson Russ LLP. Mr. Drenning has been in the
private practice of law since 1964.

     Mr. Donald R. Fishback began his career with Moog in 1981. From 1981 to
1985, Mr. Fishback held various positions, including internal auditor and
divisional financial manager. Mr. Fishback became Controller in 1985. Prior to
joining Moog, Mr. Fishback was a senior accountant at Deloitte, Haskins and
Sells. Mr. Fishback is a certified public accountant and holds a B.A. in
Business from Westminster College and an M.B.A. from the State University of New
York at Buffalo.

                                        38
<PAGE>

                       PRINCIPAL AND SELLING SHAREHOLDER

     The following table sets forth information as of November 13, 2001
regarding the beneficial ownership of our Class A common stock and Class B
common stock by:

     - each director;

     - each of our five most highly compensated executive officers, including
       our chief executive officer;

     - all directors and executive officers as a group;

     - each person, entity or group known by us to own beneficially more than 5%
       of our outstanding Class A or Class B common stock; and

     - the selling shareholder.

     Unless otherwise indicated, the address of each person identified is c/o
Moog Inc., Jamison Road, East Aurora, New York 14052.

     The percentages shown are based on 10,906,949 shares of Class A common
stock and 2,167,922 shares of Class B common stock outstanding prior to the
offering as of November 13, 2001 and 12,886,949 shares of Class A common stock
and 2,167,922 shares of Class B common stock outstanding after the offering.
Shares of common stock that a person has the right to acquire upon the exercise
of stock options and warrants that are exercisable within 60 days are deemed
outstanding for the purpose of computing the percentage ownership of that
person, but are not deemed outstanding for computing the percentage ownership of
any other person.

     Unless otherwise noted, we believe that all persons named in the table have
sole voting and investment power with respect to all shares of Class A common
stock and Class B common stock beneficially owned by them.
<Table>
<Caption>
                              SHARES BENEFICIALLY OWNED PRIOR TO OFFERING
                              -------------------------------------------
                                    CLASS A                CLASS B
                                COMMON STOCK(1)        COMMON STOCK(2)
                              --------------------   --------------------    NUMBER OF
NAME OF                                   PERCENT                PERCENT    SHARES BEING
BENEFICIAL OWNER               NUMBER    OF CLASS     NUMBER    OF CLASS      OFFERED
----------------              --------   ---------   --------   ---------   ------------
<S>                           <C>        <C>         <C>        <C>         <C>
Robert T. Brady(3)..........   93,891         *       44,688       2.0            -0-
Richard A. Aubrecht(4)......   74,803         *       38,064       1.7            -0-
Robert R. Banta.............   14,540         *        6,900         *            -0-
Joe C. Green................   30,374         *       29,707       1.4            -0-
Robert H. Maskrey...........   62,315         *       30,475       1.4            -0-
James L. Gray...............    4,800         *          -0-       -0-            -0-
John D. Hendrick............    2,250         *        1,500         *            -0-
Kraig H. Kayser.............    2,400         *          -0-       -0-            -0-
Albert F. Myers.............    2,250         *          -0-       -0-            -0-
All directors and officers
  as a group (16 persons)...  428,182       3.8      159,461       7.4            -0-
Moog Inc. Savings and Stock
  Ownership Plan Trust(5)...  618,435       5.7      707,632      32.6            -0-
Moog Inc. Retirement Plan
  Trust(6)..................   66,232         *      444,904      20.5            -0-
Moog Family Agreement as to
  Voting(7).................  170,908       1.6      365,300      16.9            -0-
Lord, Abbett & Company(8)...  586,942       5.4          -0-       -0-            -0-
  90 Hudson Street Jersey
  City, NJ 07302
Dimensional Fund Advisors
Inc.(9).....................  635,475       5.8       58,050       2.7            -0-
  1299 Ocean Avenue
  11th Floor
  Santa Monica, CA 90401

<Caption>
                               SHARES BENEFICIALLY OWNED AFTER OFFERING
                              -------------------------------------------
                                    CLASS A                CLASS B
                                COMMON STOCK(1)        COMMON STOCK(2)
                              --------------------   --------------------
NAME OF                                   PERCENT                PERCENT
BENEFICIAL OWNER               NUMBER    OF CLASS     NUMBER    OF CLASS
----------------              --------   ---------   --------   ---------
<S>                           <C>        <C>         <C>        <C>
Robert T. Brady(3)..........   93,891         *       44,688       2.0
Richard A. Aubrecht(4)......   74,803         *       38,064       1.7
Robert R. Banta.............   14,540         *        6,900         *
Joe C. Green................   30,374         *       29,707       1.4
Robert H. Maskrey...........   62,315         *       30,475       1.4
James L. Gray...............    4,800         *          -0-       -0-
John D. Hendrick............    2,250         *        1,500         *
Kraig H. Kayser.............    2,400         *          -0-       -0-
Albert F. Myers.............    2,250         *          -0-       -0-
All directors and officers
  as a group (16 persons)...  428,182       3.3      159,461       7.4
Moog Inc. Savings and Stock
  Ownership Plan Trust(5)...  618,435       4.8      707,632      32.6
Moog Inc. Retirement Plan
  Trust(6)..................   66,232         *      444,904      20.5
Moog Family Agreement as to
  Voting(7).................  170,908       1.3      365,300      16.9
Lord, Abbett & Company(8)...  586,942       4.5          -0-       -0-
  90 Hudson Street Jersey
  City, NJ 07302
Dimensional Fund Advisors
Inc.(9).....................  635,475       4.9       58,050       2.7
  1299 Ocean Avenue
  11th Floor
  Santa Monica, CA 90401
</Table>

                                        39
<PAGE>
<Table>
<Caption>
                              SHARES BENEFICIALLY OWNED PRIOR TO OFFERING
                              -------------------------------------------
                                    CLASS A                CLASS B
                                COMMON STOCK(1)        COMMON STOCK(2)
                              --------------------   --------------------    NUMBER OF
NAME OF                                   PERCENT                PERCENT    SHARES BEING
BENEFICIAL OWNER               NUMBER    OF CLASS     NUMBER    OF CLASS      OFFERED
----------------              --------   ---------   --------   ---------   ------------
<S>                           <C>        <C>         <C>        <C>         <C>
Alliance Capital Management
L.P.(10)....................  880,362       8.1          -0-       -0-            -0-
  1345 Avenue of the
  Americas
  New York, NY 10153
Neuberger & Berman,
LLC(11).....................  587,175       5.4          -0-       -0-            -0-
  605 Third Avenue New York,
  NY 10158
Benson Associates LLC(12)...  537,177       4.9          -0-       -0-            -0-
  SW 5th Ave., #2130
  Portland, OR 97204
Seneca Foods
Foundation(13)..............   44,550         *          -0-       -0-         20,000
  c/o Seneca Foods
  Corporation
  1162 Pittsford-Victor Rd.
  Pittsford, NY 14534

<Caption>
                               SHARES BENEFICIALLY OWNED AFTER OFFERING
                              -------------------------------------------
                                    CLASS A                CLASS B
                                COMMON STOCK(1)        COMMON STOCK(2)
                              --------------------   --------------------
NAME OF                                   PERCENT                PERCENT
BENEFICIAL OWNER               NUMBER    OF CLASS     NUMBER    OF CLASS
----------------              --------   ---------   --------   ---------
<S>                           <C>        <C>         <C>        <C>
Alliance Capital Management
L.P.(10)....................  880,362       6.8          -0-       -0-
  1345 Avenue of the
  Americas
  New York, NY 10153
Neuberger & Berman,
LLC(11).....................  587,175       4.6          -0-       -0-
  605 Third Avenue New York,
  NY 10158
Benson Associates LLC(12)...  537,177       4.2          -0-       -0-
  SW 5th Ave., #2130
  Portland, OR 97204
Seneca Foods
Foundation(13)..............   24,550         *          -0-       -0-
  c/o Seneca Foods
  Corporation
  1162 Pittsford-Victor Rd.
  Pittsford, NY 14534
</Table>

---------------
  *  Does not exceed one percent of the class.

 (1) Includes the following shares issuable upon exercise of stock options which
     are currently exercisable or which will become exercisable within 60 days:
     Brady -- 32,937; Aubrecht -- 29,690; Banta -- 9,740; Green -- 21,440;
     Maskrey -- 29,690; Gray -- 750; Hendrick -- 2,250; Kayser -- 2,250;
     Myers -- 2,250; and Directors and officers as a group -- 213,781;

 (2) Shares of Class B common stock are convertible into shares of Class A
     common stock on a one-for-one basis.

 (3) Mr. Brady's spouse owns 300 shares of Class A common stock and is custodian
     of 1,500 shares of Class A common stock for her children. These shares are
     not included in the number reported.

 (4) Dr. Aubrecht's spouse owns 26,378 shares of Class A common stock and 59,487
     shares of Class B common stock. These shares are not included in the number
     reported.

 (5) 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 these shares are allocated. Any allocated shares
     as to which voting instructions are not received are voted by the Trustee
     as directed by the plan's investment committee. As of September 29, 2001,
     5,419 of the allocated shares of Class A common stock and 21,930 of the
     allocated shares of Class B common stock were allocated to accounts of
     officers and are included in the share totals in the table for all
     directors and officers as a group.

 (6) Shares held are voted by the Trustee, Manufacturers and Traders Trust
     Company, Buffalo, New York, as directed by our Retirement Plan Committee.

 (7) Does not include options to acquire 51,750 shares of Class A common stock.
     See the description under "Moog Family Agreement as to Voting" in this
     prospectus for information on how these shares are voted.

 (8) Information with respect to Lord, Abbett & Company and its holdings of
     Class A common stock is based on Lord, Abbett's Schedule 13F filed with the
     SEC in October 2001. Based solely upon information contained in a Form ADV
     of Lord, Abbett filed with the SEC in May 2001, the general partners of
     Lord, Abbett are as follows: Stephen I. Allen, Zane E. Brown, Daniel E.
     Caper, Robert S. Dow, John E. Erard, Robert P. Fetch, Daria L. Foster,
     Robert I. Gerber, Paul A. Hilstad, William T. Hudson, Stephen J. McGruder,
     Michael B. McLaughlin, Robert G. Morris, Robert J. Noelke, Robert M.
     Pennington, Eli M. Salzmann, Christopher J. Towle and Joan A. Binstock.

 (9) Information with respect to Dimensional Fund Advisors Inc. and its holdings
     of Class A and Class B common stock is based on Dimensional's Schedule 13F
     filed with the SEC in October 2001. Based

                                        40
<PAGE>

     solely upon information contained in a Form ADV of Dimensional filed with
     the SEC in January 2001, the directors and executive officers of
     Dimensional are: David G. Booth -- Chairman and Chief Executive Officer;
     Rex A. Sinquefield -- Chairman and Chief Investment Officer; Jeanne C.
     Sinquefield -- Executive Vice President; Michael T. Scardina -- Vice
     President, Chief Financial Officer and Treasurer; Catherine L.
     Newell -- Vice President and Secretary; Arthur H. Barlow -- Vice President;
     Robert T. Deere -- Vice President; David A. Plecha -- Vice President; Karen
     E. McGinley -- Vice President; John A. McQuown, Lloyd Stockel and Eugene F.
     Fama, directors.

(10) Information with respect to Alliance Capital Management L.P. and its
     holdings of Class A common stock is based on AXA Financial, Inc.'s 13F
     filed with the SEC in August 2001. Based solely upon information contained
     in a Form ADV of Alliance Capital filed with the SEC in May 2001, the
     general partner of Alliance Capital is Alliance Capital Management Corp.
     and the directors and executive officers of Alliance Capital Management
     Corp. are: Dave H. Williams -- Chairman Emeritus; Bruce W.
     Calvert -- Chairman of the Board; Alfred Harrison -- Vice Chairman and
     director; John D. Carifa -- President, Chief Operating Officer and
     director; Lewis A. Sanders -- Vice Chairman, Chief Investment Officer and
     director; Roger Hertog -- Vice Chairman and director; Frank
     Savage -- Senior Vice President and director; Gerald M.
     Lieberman -- Executive Vice President, Finance and Operations, and
     director; Robert H. Joseph -- Senior Vice President and Chief Financial
     Officer; David R. Brewer -- Senior Vice President, General Counsel and
     Secretary; Mark R. Manley -- Senior Vice President, Assistant Secretary and
     Compliance Officer; and Benjamin D. Holloway, Richard Dziadzio, Donald H.
     Brydon, Henri De La Croix De Castries, Denis Duverne, Edward D. Miller,
     Peter D. Noris, Stanley B. Tulin, William E.C. Jarmain, Peter J. Tobin,
     directors; Christopher M. Condron, a director of ACMC, Inc., a limited
     partner of Alliance Capital, is designated as a control person of Alliance
     Capital.

(11) Information with respect to Neuberger Berman, LLC and its holdings of Class
     A common stock is based on Neuberger & Berman's Schedule 13F filed with the
     SEC in November 2001. Based solely upon information contained in a Form ADV
     of Neuberger Berman, LLC filed with the SEC in September 2001, the
     executive officers of Neuberger Berman, LLC are: Michael M. Kassen --
     Executive Vice President; Jeffrey B. Lane -- President and Chief Executive
     Officer; Robert Matza -- Executive Vice President and Chief Administrative
     Officer; Matthew S. Stadler -- Senior Vice President and Chief Financial
     Officer; Joseph K. Herlihy -- Chief Operations Officer; Kevin
     Handwerker -- Chief Legal Officer; Linda L. Messinger -- Director of
     Compliance; Heidi L. Schneider -- Executive Vice President; and Peter E.
     Sundman -- Executive Vice President.

(12) Information with respect to Benson Associates LLC and its holdings of Class
     A common stock is based on Benson Associates' Schedule 13F filed with the
     SEC in November 2001. Based solely upon information contained in a Form ADV
     filed by Benson Associates with the SEC in March 2001, the executive
     officers of Benson Associates are: Dale Benson -- Chief Executive Officer
     and Chief Investment Officer; and Mark D. Cooper -- President and
     Secretary.

(13) The executive officers of Seneca Foods Foundation are: Kraig H.
     Kayser -- Chief Executive Officer; and Philip G. Paras -- Vice President,
     Finance.

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 L. Moog; her adult grandchildren;
her son-in-law, Richard A. Aubrecht; her daughter-in-law, Jeanne M. Moog; and
Albert K. Hill, former legal counsel to us. The agreement covers 170,908 shares
of Class A common stock and 365,300 shares of Class B common stock, exclusive of
exercisable options, owned of record or beneficially by the parties to the
agreement other than Mr. Hill. Mr. Hill's shares are not covered by the
agreement. Each party to the agreement has granted an irrevocable proxy covering
that parties' shares to a committee consisting of Richard A. Aubrecht, Constance
Kent Moog Silliman, Jeanne M. Moog, Douglas B. Moog, Susan L. Moog and Albert K.
Hill. The committee is required to take all action necessary to cause all shares
subject to the agreement to be voted as may be determined by

                                        41
<PAGE>

the vote of any four of its members. The agreement contains restrictions on the
ability of any party to remove shares of stock from the provisions of the
agreement, to transfer shares or to convert Class B shares to Class A shares.
The agreement further provides that each committee member has the right to
appoint a successor from among the persons whose shares are subject to the
agreement. The agreement continues in force until December 31, 2015 and is
automatically renewed from year to year after that date unless any party to the
agreement gives notice to the other parties of his election to terminate the
agreement at least 90 days before December 31 of that year. The agreement also
terminates when any of the following events occur:

     - we cease to do business;

     - our bankruptcy, receivership or dissolution;

     - upon the mutual agreement of the holders of 85% of the shares that are
       bound by the agreement;

     - whenever there is only one surviving person bound by the agreement; or

     - upon five days notice by us that at least two-thirds of the holders of
       record of shares entitled to vote have approved a merger, consolidation,
       reorganization or a plan for liquidation, dissolution or sale of
       substantially all of our assets.

                                        42
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

     Our authorized capital stock consists of 30,000,000 shares of Class A
common stock, par value $1.00 per share, 10,000,000 shares of Class B common
stock, par value $1.00 per share and 10,000,000 shares of preferred stock, par
value $1.00 per share. Upon completion of this offering, we will have
outstanding 12,886,949 shares of Class A common stock, 2,167,922 shares of Class
B common stock and 83,771 shares of 9% Cumulative, Convertible, Exchangeable,
Preferred Stock, Series B, $1.00 par value, or Series B Preferred Stock. The
following description of our capital stock is a summary only and is derived from
our certificate of incorporation, which is incorporated by reference into this
prospectus.

COMMON STOCK

     The Class A common stock and Class B common stock share equally in our
earnings and are identical except with respect to rights on voting, dividends
and share distributions and convertibility.

     Voting Rights.  The Class A common stock and Class B common stock vote as a
single class on all matters except election of directors and except as required
by law. Holders of Class A common stock are entitled to elect at least 25% of
the board of directors, rounded up to the nearest whole number, so long as the
outstanding shares of Class A common stock are at least 10% of the aggregate
number of outstanding shares of Class A common stock and Class B common stock
combined. The holders of Class B common stock elect the remaining directors.
Currently, the holders of Class A common stock are entitled, as a class, to
elect three directors. The holders of the Class B common stock are entitled, as
a class, to elect our remaining six directors. On all other matters, the holders
of Class A common stock are entitled to one-tenth of a vote. Each share of Class
B common stock is entitled to one vote. If the outstanding shares of Class A
common stock become less than 10% of the aggregate number of outstanding shares
of both classes combined, the holders of Class A common stock would not have the
right to elect 25% of the board of directors. Directors would then be elected by
all shareholders voting as a single class, with holders of Class A common stock
having a one-tenth vote per share and holders of Class B common stock having one
vote per share.

     Dividends and Share Distributions.  Dividends may be paid on Class A common
stock without paying a dividend on Class B common stock. No dividend may be paid
on Class B common stock unless at least an equal dividend is paid on Class A
common stock. Payment of dividends is restricted by our bank credit facility and
by the terms of our 10% senior subordinated notes.

     Share distributions in shares of Class A common stock or Class B common
stock may be paid only as follows. Shares of Class A common stock are paid to
holders of shares of Class A common stock or, if there is no Class A common
stock outstanding, to holders of Class B common stock. Shares of Class B common
stock are paid to holders of Class B common stock. The same number of shares
must be paid in respect of each outstanding share of Class A common stock and
Class B common stock.

     We may not combine or subdivide shares of either class of common stock
without at the same time proportionally subdividing or combing shares of the
other class.

     Conversion.  Each share of Class B common stock is convertible at the
option of the holder at any time into Class A common stock on a one-for-one
basis.

PREFERRED STOCK

     The Series B Preferred Stock is our only outstanding class of preferred
stock. As of November 13, 2001, there were 83,771 shares of Series B Preferred
Stock outstanding. The Series B Preferred Stock is entitled to quarterly
cumulative dividends at 9% per annum based on the par value of the shares. In
the event we fail to pay the dividend for a period of eight consecutive
quarters, the Series B Preferred Stock, voting as a class, is entitled to elect
two directors who would otherwise be elected by the Class B common stock. The
Series B Preferred stock will be automatically exchanged for shares of Class A
common stock at the conversion rate on January 1, 2004. The Series B Preferred
Stock also has the right to receive payment on our liquidation before payment is
made to holders of the common stock. The Series B
                                        43
<PAGE>

Preferred Stock is convertible into Class A common stock at a rate of .128775
shares of common stock per share of Series B Preferred Stock at any time at the
option of the holder. The Series B Preferred Stock votes with the common stock,
on the basis of one vote per share, on any proposal for the termination of our
existence by reason of dissolution, liquidation, sale or mortgage of a
substantial part of our assets, or a merger, consolidation or similar business
combination. Pursuant to the New York Business Corporation Law, the Series B
Preferred Stock is entitled to vote as a class on takeover transactions in which
the rights of the Series B Preferred Stock are prejudiced. The Series B
Preferred Stock is owned by eight of our current officers and one former
officer. These officers have agreed among themselves that all shares of Series B
Preferred Stock owned by them will be voted in a manner determined by the
holders of a majority of the shares. The agreement contains restrictions on the
ability of any party to remove their shares from the provisions of the
agreement, to transfer shares, or otherwise convert the shares that are subject
to the agreement. The agreement continues in force until January 2, 2004, unless
any of the following events occur prior to that date:

     - we cease to do business;

     - our bankruptcy, receivership or dissolution;

     - upon the mutual agreement of the holders of 85% of the shares of Series B
       Preferred Stock bound by the agreement; or

     - whenever there are only two surviving holders bound by the agreement.

     Our board of directors is authorized, without shareholder action, to issue
additional shares of preferred stock in one or more series. The board has the
discretion to determine the rights, preferences and limitations of each series,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences. Satisfaction of any dividend preference
of outstanding shares of preferred stock would reduce the amount of funds
available for the payment of dividends on shares of common stock. In some
circumstances, the issuance of shares of preferred stock may render more
difficult or tend to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of our securities or the
removal of incumbent management. We have no current intention to issue any
additional shares of preferred stock.

                                        44
<PAGE>

                                  UNDERWRITING

UNDERWRITING

     Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First
Boston Corporation and SG Cowen Securities Corporation are acting as
representatives of the underwriters named below. Subject to the terms and
conditions described in a purchase agreement among us, the selling shareholder
and the underwriters, we and the selling shareholder have agreed to sell to the
underwriters, and the underwriters severally have agreed to purchase from us and
the selling shareholder, the number of shares of Class A common stock listed
opposite their names below.

<Table>
<Caption>
                                                                 NUMBER OF
                                                                   SHARES
UNDERWRITER                                                      ---------
<S>                                                           <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........       950,000
Credit Suisse First Boston Corporation......................       570,000
SG Cowen Securities Corporation.............................       380,000
Dresdner Kleinwort Wasserstein Securities LLC...............        25,000
First Union Securities, Inc. ...............................        25,000
Gabelli & Company, Inc. ....................................        25,000
McDonald Investments Inc. ..................................        25,000
                                                                 ---------
             Total..........................................     2,000,000
                                                                 =========
</Table>

     The underwriters have agreed to purchase all of the shares of Class A
common stock if any of these shares are purchased. If an underwriter defaults,
the purchase agreement provides that the purchase commitments of the
nondefaulting underwriters may be increased or the purchase agreement may be
terminated.

     We and the selling shareholder have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the underwriters may be required to make in respect of
those liabilities.

     The underwriters are offering the shares of our Class A common stock,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of legal matters by their counsel, including the validity of the
shares, and other conditions contained in the purchase agreement, such as the
receipt by the underwriters of officers' certificates and legal opinions. The
underwriters reserve the right to withdraw, cancel or modify offers to the
public and to reject orders in whole or in part.

     Offers and sales outside the United States, if any, will be made through
the underwriters' international broker-dealer affiliates.

COMMISSIONS AND DISCOUNTS

     The representatives have advised us and the selling shareholder that the
underwriters propose initially to offer the shares of Class A common stock to
the public at the public offering price on the cover page of this prospectus and
to dealers at that price less a concession not in excess of $.63 per share. The
underwriters may allow, and the dealers may reallow, a discount not in excess of
$.10 per share to other dealers. After the offering, the public offering price,
concession and discount may be changed.

                                        45
<PAGE>

     The following table shows the public offering price, underwriting discount
and proceeds before expenses to Moog and the selling shareholder. This
information assumes either no exercise or full exercise by the underwriters of
their over-allotment option.

<Table>
<Caption>
                                                PER SHARE    WITHOUT OPTION    WITH OPTION
                                                ---------    --------------    -----------
<S>                                             <C>          <C>               <C>
Public offering price.........................   $21.00       $42,000,000      $48,300,000
Underwriting discount.........................    $1.10        $2,200,000       $2,530,000
Proceeds, before expenses, to Moog............   $19.90       $39,402,000      $45,372,000
Proceeds, before expenses, to the
  selling shareholder.........................   $19.90          $398,000         $398,000
</Table>

     The expenses of the offering, not including the underwriting discount, are
estimated at $500,000 and are payable by Moog.

OVER-ALLOTMENT OPTION

     We have granted an option to the underwriters to purchase up to 300,000
additional shares of Class A common stock at the public offering price less the
underwriting discount. The underwriters may exercise this option for 30 days
from the date of this prospectus solely to cover any over-allotments. If the
underwriters exercise this option, each will be obligated, subject to conditions
contained in the purchase agreement, to purchase a number of additional shares
proportionate to that underwriter's initial amount reflected in the above table.

NO SALES OF SIMILAR SECURITIES

     We and the selling shareholder and our executive officers and directors
have agreed, subject to some limited exceptions, not to sell or transfer any
Class A common stock for 90 days after the date of this prospectus without first
obtaining the written consent of Merrill Lynch. Specifically, we and these other
individuals have agreed not to directly or indirectly:

     - offer, pledge, sell or contract to sell any Class A common stock;

     - sell any option or contract to purchase any Class A common stock;

     - purchase any option or contract to sell any Class A common stock;

     - grant any option, right or warrant for the sale of any Class A common
       stock;

     - lend or otherwise dispose of or transfer any Class A common stock;

     - request a demand that we file a registration statement related to the
       Class A common stock; or

     - enter into any swap or other agreement that transfers, in whole or in
       part, the economic consequences of ownership of Class A common stock
       whether any such swap or transaction is to be settled by delivery of
       shares of Class A common stock or other securities, in cash or otherwise.

     This lock-up agreement applies to Class A common stock and to securities
convertible into or exchangeable or exercisable for, or repayable with, Class A
common stock. It also applies to Class A common stock owned now or acquired
later by the person executing the agreement or for which the person executing
the agreement later acquires the power of disposition.

     The lock-up agreement does not apply to:

     - any shares of Class A common stock issued by Moog upon the exercise of an
       option or warrant or the conversion of a security outstanding on the date
       of this prospectus;

     - any shares of Class A common stock issued or options to purchase Class A
       common stock granted pursuant to employee benefit plans existing on the
       date of this prospectus; or

                                        46
<PAGE>

     - any shares of Class A common stock issued pursuant to any non-employee
       director stock plan or dividend reinvestment plan.

     Merrill Lynch may in its sole discretion, at any time without notice,
consent to the release of all or any portion of the shares subject to lock-up
agreements. Merrill Lynch does not have any current intention to release shares
of Class A common stock subject to these lock-up agreements. Any determination
to release any shares subject to the lock-up agreements would be based on a
number of factors at the time of any such determination, possibly including, but
not limited to, the market price of the Class A common stock, the liquidity of
the trading market for the Class A common stock, general market conditions, the
number of shares proposed to be sold and the timing of the proposed sale.

ELECTRONIC DISTRIBUTION

     Merrill Lynch will be facilitating Internet distribution for this offering
to certain of its Internet subscription customers. Merrill Lynch intends to
allocate a limited number of shares for sale to its online brokerage customers.
An electronic prospectus is available on the Internet website maintained by
Merrill Lynch. Other than the prospectus in electronic format, the information
on the Merrill Lynch website is not a part of this prospectus.

     Credit Suisse First Boston Corporation may effect an on-line distribution
through its affiliate, CFSBdirect Inc., an on-line broker/dealer, as a selling
group member.

NEW YORK STOCK EXCHANGE LISTING

     The shares of our Class A common stock are listed on the New York Stock
Exchange under the symbol "MOG.A."

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

     The underwriters may purchase and sell the Class A common stock in the open
market. These transactions may include short sales, stabilizing transactions and
purchases to cover the positions created by short sales. Short sales involve the
sale by the underwriters of a greater number of shares than they are required to
purchase in the offering. "Covered" short sales are sales made in an amount not
greater than the underwriters' option to purchase additional shares from the
issuer in the offering. The underwriters may close out any covered short
position by either exercising their option to purchase additional shares or
purchasing shares in an open market. In determining the source of shares to
close out the covered short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
over-allotment option. "Naked" short sales are any sales in excess of such
option. The underwriters must close out any naked short position by purchasing
shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the Class A common stock in the open market after pricing that could
adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchase of Class A common stock
made by the underwriters in the open market prior to the completion of the
offering.

     The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such underwriter in stabilizing or short covering
transactions.

     Similar to other purchase transactions, the underwriters' purchases to
cover the syndicate short sales may have the effect of raising or maintaining
the market price of the Class A common stock or preventing or retarding a
decline in the market price of the Class A common stock. As a result, the price
of the Class A common stock may be higher than the price that might otherwise
exist in the open market.

     Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the common stock.
                                        47
<PAGE>

In addition, neither we nor any of the underwriters makes any representation
that the representatives or the lead manager will engage in these transactions
or that these transactions, once commenced, will not be discontinued without
notice.

OTHER RELATIONSHIPS

     Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions.

                                 LEGAL MATTERS

     The validity of the shares of Class A common stock offered by this
prospectus will be passed upon for us by Hodgson Russ LLP, Buffalo, New York.
John B. Drenning, our corporate secretary and a shareholder of Moog, is a
partner in Hodgson Russ LLP. Certain legal matters in connection with the
offering will be passed upon for the underwriters by Shearman & Sterling, New
York, New York.

                                    EXPERTS

     Our financial statements and schedule which are included in our Annual
Report on Form 10-K, as amended by Form 10-K/A as of September 30, 2000, have
been incorporated by reference into this prospectus in reliance upon the reports
of KPMG LLP and PricewaterhouseCoopers, independent certified public
accountants, incorporated by reference into this prospectus, and upon the
authority of said firms as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     This prospectus is part of a registration statement on Form S-3 that we
have filed with the SEC covering the common stock offered by us and the selling
shareholders. This prospectus does not contain all the information set forth in
the registration statement and you should refer to that registration statement
with its exhibits for further information. Statements contained in this
prospectus as to the contents of any contract or other document are not complete
and you should review those documents filed as an exhibit to, or incorporated by
reference into, the registration statement.

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may review any of this information and the
registration statement at the SEC's public reference rooms located at 450 Fifth
Street, N.W., Washington, DC 20549 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the Public Reference Room. The SEC maintains an
internet site at http://www.sec.gov that contains information about us. You can
also inspect our SEC filings at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.

               INCORPORATION OF INFORMATION WE FILE WITH THE SEC

     The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and the information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
other than pursuant to Item 9 of Form 8-K, until this offering is completed.

     - Annual Report on Form 10-K for the fiscal year ended September 30, 2000,
       as amended by Form 10-K/A,

                                        48
<PAGE>

     - Quarterly Reports on Form 10-Q for the quarters ended December 31, 2000,
       March 31, 2001, and June 30, 2001, and

     - Current Report on Form 8-K dated November 8, 2001.

     You may request a copy of these filings, at no cost, by writing to or
telephoning us at the address below. We will not, however, provide copies of the
exhibits to these filings unless we specifically incorporate by reference the
exhibits in this prospectus.

                                   Moog Inc.
                        Attention: Shareholder Relations
                        East Aurora, New York 14052-0018
                                 (716) 652-2000

                                        49
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                2,000,000 SHARES

                                  [MOOG LOGO]

                              CLASS A COMMON STOCK

                                ----------------
                                   PROSPECTUS
                                ----------------

                              MERRILL LYNCH & CO.
                           CREDIT SUISSE FIRST BOSTON
                                    SG COWEN

                               NOVEMBER 14, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
