0001664930-19-000002.txt : 20190110 0001664930-19-000002.hdr.sgml : 20190110 20190110144214 ACCESSION NUMBER: 0001664930-19-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST CENTRAL INDEX KEY: 0001664930 IRS NUMBER: 261213031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90767 FILM NUMBER: 19520084 BUSINESS ADDRESS: STREET 1: C/O MOOG INC. STREET 2: SENECA ST & JAMISON RD CITY: EAST AURORA STATE: NY ZIP: 14052 BUSINESS PHONE: 716-652-2000 MAIL ADDRESS: STREET 1: C/O MOOG INC. STREET 2: SENECA ST & JAMISON RD CITY: EAST AURORA STATE: NY ZIP: 14052 FORMER COMPANY: FORMER CONFORMED NAME: MOOG STOCK EMPLOYEE COMPENSATION TRUST DATE OF NAME CHANGE: 20160126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST CENTRAL INDEX KEY: 0001664930 IRS NUMBER: 261213031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MOOG INC. STREET 2: SENECA ST & JAMISON RD CITY: EAST AURORA STATE: NY ZIP: 14052 BUSINESS PHONE: 716-652-2000 MAIL ADDRESS: STREET 1: C/O MOOG INC. STREET 2: SENECA ST & JAMISON RD CITY: EAST AURORA STATE: NY ZIP: 14052 FORMER COMPANY: FORMER CONFORMED NAME: MOOG STOCK EMPLOYEE COMPENSATION TRUST DATE OF NAME CHANGE: 20160126 SC 13D/A 1 sectsch13da2.htm SC 13D/A Document


 

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
 
Under the Securities Exchange Act of 1934

(Amendment No. 2)*
________________________________
 
MOOG INC.
(Name of Issuer)
Class B Common Stock, $1.00 per share
(Title of class of securities)
 
CUSIP NO. 615394301
(CUSIP number)
Donald R. Fishback
Vice President-Finance and Chief Financial Officer
400 Jamison Road
East Aurora, New York 14052-0018
Telephone: (716)-652-2000
(Name, address, and telephone number of person authorized to receive notices and communications)
 
Copies to:
Robert T. Brady
740 W. Palomino Dr.
Jackson, Wyoming 83001
Telephone: (716) 652-2000
January 8, 2019
(Date of event which requires filing of this statement)
________________________________
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
________________________________________________________________________

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
________________________________________________________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).







 

CUSIP NO. 615394301
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS:

Moog Inc. Stock Compensation Trust, as amended and restated effective August 13, 2014, Robert T. Brady, as Trustee

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
SC, BK
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
               
New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
   SOLE VOTING POWER

   0
8
   SHARED VOTING POWER
   
   862,795
9
   SOLE DISPOSITIVE POWER

   0
10
   SHARED DISPOSITIVE POWER
   
  862,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
862,795
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]



13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

20.81%1
14
TYPE OF REPORTING PERSON (See Instructions)

EP, OO











1 Based on 4,145,779 voting shares of the Issuer’s Class B Stock outstanding on December 28, 2018, as provided by the Issuer.







CUSIP NO. 615394301
SCHEDULE 13D
 
1
NAMES OF REPORTING PERSONS:

Robert T. Brady, as Trustee


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
SC, BK
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
               
U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
   SOLE VOTING POWER

   87,843
8
   SHARED VOTING POWER
   
   862,795
9
   SOLE DISPOSITIVE POWER

   87,843
10
   SHARED DISPOSITIVE POWER
   
   862,795
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
950,6382
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]



13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.93%3
14
TYPE OF REPORTING PERSON (See Instructions)

EP, OO









2 Includes 87,843 shares owned individually.
3 Based on 4,145,779 voting shares of the Issuer’s Class B Stock outstanding on December 28, 2018, as provided by the Issuer.






 
 
Item 1.
Security and Issuer.

This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D (the "Statement") filed with the Securities and Exchange Commission ( the "SEC") on August 31, 2018, as amended by Amendment No. 1 filed with the SEC on December 6, 2018 ("Amendment No. 1").
This Amendment No. 2 is being made to reflect changes in beneficial ownership as a result of the transactions described in Item 4 and Item 5 below. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Statement as amended by Amendment No. 1.



 
 
Item 3.   
Source and Amount of Funds or Other Consideration.

Item 3 is amended as follows:

The principal amount of the Note as of January 8, 2019, was reduced to $73,029,670.84 as a result of the transactions described in Item 4 and Item 5 below.
As of January 8, 2019, the total outstanding loans from Citizens Bank were in the amount of $6 million.











































 
 
Item 4.   
Purpose of Transaction.

Item 4 is amended as follows:

On January 8, 2019, the Trust transfered 37,069 shares of the Class B Stock to the Issuer's treasury account to fund the distribution of shares under the Issuer's benefit and equity compensation plans.

This Amendment No. 2 updates the status of the aggregate shareholdings of the Trust. As of January 8, 2018, the trust holds a total of 862,795 representing approximately 20.81% of the Issuers total outstanding Class B voting shares. This is a decrease from the 921,118 shares of Class B stock held on December 3, 2018, as reported in Amendment No. 1.


 
 
Item 5.   
Interest in Securities of the Issuer.

Item 5 is amended and restated as follows:

(a) The Trust beneficially owns 862,795 shares of Class B Stock, which equals 20.81% of the outstanding Class B Stock, based on 4,145,779 voting shares of Class B Stock outstanding on December 28, 2018. In addition, the Trustee beneficially owns 87,843 shares of Class B Stock, which equals 2.12% of the outstanding Class B Common Stock, based on 4,145,779 voting shares of the Issuer’s Class B Stock outstanding on December 28, 2018.

(b) The Trustee has shared voting power and dispositive power for all of the 862,795 shares of Class B Stock held by the Trust with participants of the Moog Inc. Retirement Savings Plan on Significant Transactions as provided for in Section 5.4 of the SECT Agreement, a copy of which is filed with the Statement. Significant Transactions include matters involving corporate merger, consolidation, sale of all or substantially all of the Company’s assets, recapitalization, reclassification, liquidation, dissolution or similar matters. As to other matters, the Trustee has the sole power to direct the vote and to dispose or direct the disposition of all of the 862,795 shares of Class B Stock held by the Trust. The Trustee has sole voting and dispositive power for all 87,843 shares of Class B Stock owned individually.

(c) All transactions of Class B Stock by the Trust during the sixty (60) days preceding the date of this Amendment No. 2 are outlined in the following table:
Date
Transaction
Resulting share movement
Price
12/14/2018
Purchase from Moog Retirement Savings Plan
6,323
$77.96
12/21/2018
Sale to Moog Retirement Savings Plan
(27,577)
$78.18
1/8/2019
Transfer from SECT to Issuer's treasury account
(37,069)
$77.48

No shares of Class B Stock were acquired or sold by the Trustee during the sixty (60) preceding the date of this Schedule 13D.

(d) Not applicable.

(e) Not applicable.









 






After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: January 10, 2019

ROBERT T BRADY, INDIVIDUALLY AND AS TRUSTEE OF THE MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST, as amended


By: /s/ John P. McGrath as Power of Attorney for Robert T Brady
Robert T Brady, individually and as Trustee