As filed with the Securities and Exchange Commission on February 7, 2002
Commission File No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
WOODWARD GOVERNOR COMPANY
(Exact name of issuer as specified in its charter)
Delaware 36-1984010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5001 North Second Street
Rockford, Illinois 61111
(Address of principal executive offices)
WOODWARD GOVERNOR COMPANY 2002 STOCK OPTION PLAN
(formerly, the 1996 Long-Term Incentive Compensation Plan)
(Full title of the plan)
John A. Halbrook COPIES OF COMMUNICATIONS TO:
Chairman and Chief Executive Officer Steven L. Clark
5001 North Second Street Chapman and Cutler
Rockford, Illinois 61111 111 West Monroe Street
(815) 877-7441 Chicago, Illinois 60603
(Name, address and telephone (312) 845-3000
number of agent for service)
----------
CALCULATION OF REGISTRATION FEE
====================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(1) PRICE FEE
----------------------------------------------------------------------------------------------------
Common Stock, $.00875 par value 1,300,000 shares $54.85 $71,305,000 $6,560
====================================================================================================
----------
1 Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed with the Securities and
Exchange Commission (the "COMMISSION") by Woodward Governor Company, a Delaware
corporation (the "COMPANY"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2001; and
(b) Description of the Common Stock of the Company contained in the
Company's Form A-2 (File No. 2-4446) filed with the Commission on June 28,
1940.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.
The Company undertakes to provide without charge to each person to whom a
copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
such Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to Woodward Governor Company, 5001 North
Second Street, Rockford, Illinois 61111, Attention: Carol J. Manning (815)
877-7441.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL"), sets
forth the conditions and limitations governing the indemnification of officers,
directors, and other persons.
The Certificate of Incorporation and Bylaws of the Company provide for
indemnification by the Company of certain persons (including officers and
directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with the Company or
service at the request of the Company. The Bylaws further provide that
indemnification shall not be exclusive of any rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145(g) of the DGCL and Article VII, Section(h) of the Bylaws also
authorize the Company to purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Company against any liability
asserted against or incurred by them in such capacity or arising out of their
status as such whether or not the Company would have the power to indemnify such
director, officer, employee or agent against such liability under the applicable
provisions of the DGCL or the Bylaws. The Company currently maintains a
directors' and
II-1
officers' liability policy to insure its liability under the above-described
provisions and to insure its individual directors and officers against certain
obligations not covered by such provisions.
Item 8. Exhibits
See List of Exhibits on page II-6 hereof.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "SECURITIES ACT");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT") that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating
II-2
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on February 7, 2002.
WOODWARD GOVERNOR COMPANY
By /s/ John A. Halbrook
--------------------------------------
John A. Halbrook
Chairman and Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, John A. Halbrook
and Stephen P. Carter and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and conforming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ Stephen P. Carter Vice President, Chief Financial Officer and February 7, 2002
------------------------ Treasurer
Stephen P. Carter
/s/ J. Grant Beadle Director February 7, 2002
------------------------
J. Grant Beadle
/s/ Vern H. Cassens Director February 7, 2002
------------------------
Vern H. Cassens
II-4
SIGNATURES TITLE DATE
/s/ Paul Donovan Director February 7, 2002
------------------------
Paul Donovan
/s/ Lawrence E. Gloyd Director February 7, 2002
------------------------
Lawrence E. Gloyd
/s/ John A. Halbrook Director February 7, 2002
------------------------
John A. Halbrook
/s/ Thomas W. Heenan Director February 7, 2002
------------------------
Thomas W. Heenan
/s/ Rodney O'Neal Director February 7, 2002
------------------------
Rodney O'Neal
/s/ J. Peter Jeffrey Director February 7, 2002
------------------------
J. Peter Jeffrey
/s/ Michael H. Joyce Director February 7, 2002
------------------------
Michael H. Joyce
/s/ Michael T. Yonker Director February 7, 2002
------------------------
Michael T. Yonker
II-5
PAGE NUMBER IN
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
4.1 Woodward Governor Company 2002 Stock
Option Plan (formerly, the 1996 Long-Term
Incentive Compensation Plan) ...............................
4.2 Specimen Certificate (incorporated by reference
from the Company's Form A-2 (File No. 2-4446)
filed with the Commission on June 28, 1940) ................
5.1 Opinion of Chapman and Cutler regarding legality
of the Common Stock to be issued under the
Woodward Governor 2002 Stock Option Plan ...................
23.1 Consent of Chapman and Cutler (included in
Exhibit 5.1) ...............................................
23.2 Consent of Independent Accountants .........................
25.1 Power of Attorney (set forth on page II-4 of this
Registration Statement) ....................................
II-6
EXHIBIT 4.1
WOODWARD GOVERNOR COMPANY
2002 STOCK OPTION PLAN
(EFFECTIVE JANUARY 1, 2002)
Woodward Governor Company (the "Company") previously established the Woodward
Governor Company 1996 Long-Term Incentive Compensation Plan (the "Plan") to
further the long-term growth and profitability of the Company by offering
long-term incentives in addition to current compensation to certain key
management worker members of the Company and to provide such participating
worker members with an equity position in the Company to further align their
interests with those of the shareholders of the Company. The Plan was amended,
April 26, 2001, to extend participation in the Plan to members of the Company's
Board of Directors (the "Board") who are not also worker members of the Company.
The Plan is intended to stimulate such individuals' efforts on the Company's
behalf, maintain and strengthen their desire to remain with the Company, and
encourage such individuals to have a greater personal financial investment in
the Company through ownership of its Common Stock.
The following provisions constitute an amendment and restatement of the Plan,
effective as of January 1, 2002 (the "Effective Date"), which on and after such
date shall be known as the "Woodward Governor Company 2002 Stock Option Plan."
1. PLAN ADMINISTRATION
The Plan shall be administered by the Compensation Committee of the Board or any
successor committee thereto (the "Committee") as determined by the Board. The
Committee shall consist of not less than two members of the Board, each of whom
shall qualify as a "nonemployee director" within the meaning of Rule 16b-3, as
amended, or other applicable rules under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and an "outside director"
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan, and to make such determinations and to take
such action in connection therewith or in relation to the Plan as it deems
necessary or advisable. Determinations by the Committee under the Plan including
without limitation, determinations of the eligible Participants, the form,
amount and timing of Stock Options (as defined in Section 4), the terms and
provisions of Stock Options, and the agreements evidencing Stock Options, need
not be uniform and may be made selectively among the individuals who receive, or
are eligible to receive, Stock Options hereunder, whether or not such
individuals are similarly situated. Any determination by the Committee with
respect to the terms and provisions of the Plan or any Stock Option agreement
shall be final, binding and conclusive on all parties.
- 1 -
2. ELIGIBILITY
Key management worker members of the Company, its subsidiaries and its
affiliates, who meet the common law definition of an employee, whether or not
directors of the Company, shall be eligible to participate in the Plan
("Eligible Worker Members") if designated by the Committee. Members of the Board
who are not regular worker members shall also be eligible for participation in
the Plan if so designated by the Committee or the Board; provided, however, such
directors shall not be eligible to receive Incentive Stock Options under the
Plan. Eligible Worker Members and members of the Board who are awarded Stock
Options under the Plan are referred to as "Participants."
3. SHARES AVAILABLE FOR STOCK OPTION AWARDS.
(a) SHARES SUBJECT TO ISSUANCE OR TRANSFER. Subject to adjustment as provided
in Section 3.(c) hereof, 2,100,000 shares of the Company's common stock
("Common Stock") shall be reserved for granting Stock Options under the
Plan. The maximum number of Shares available for granting Stock Options
under this plan to Members of the Board who are not regular worker members
shall be 150,000.
The number of shares of Common Stock available for granting Stock Options
under the Plan shall be increased by the number of shares underlying Stock
Options which have lapsed, expired, been forfeited or been canceled for any
reason without the issuance of shares of Common Stock (including shares
which are not delivered but which are, instead, retained to satisfy the
Participant's tax withholding obligations). Shares under this Plan may be
delivered by the Company from its authorized but unissued shares of Common
Stock or from Common Stock held in the Treasury.
(b) MAXIMUM SHARES TO ANY ELIGIBLE WORKER MEMBER. Subject to adjustment as
provided in Section 3.(c) hereof, no Eligible Worker Member shall receive
Stock Options covering more than 100,000 shares of Common Stock in any
given calendar year. Notwithstanding this limitation the Committee may
grant Stock Options covering up to 500,000 shares to the Chief Executive
Officer during the 12-month period following such individual's date of
hire.
(c) RECAPITALIZATION ADJUSTMENT. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares,
merger, consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall make such
adjustment, if any, as it may deem appropriate in the number and kind of
shares authorized by the Plan, and in the number and kind of shares subject
to outstanding Stock Options and the option price thereof.
In the event of a merger or consolidation of the Company with another
entity following which the Company is not the surviving entity (as
determined by the Committee), or in the event of a
- 2 -
sale of all or substantially all of the assets of the Company to an
unrelated third party, the Committee may cancel all outstanding Stock
Options as of the date of such transaction, provided that (i) Participants
are provided with reasonable advance notice of such cancellation and are
given an opportunity to exercise all outstanding Stock Options prior to the
effective date of such cancellation, or (ii) Participants receive a payment
or other benefit that the Committee, in good faith, believes is reasonable
compensation for such cancelled Stock Options.
4. STOCK OPTIONS
The Committee may grant options that qualify as "Incentive Stock Options" within
the meaning of Section 422 of the Code or any successor statute thereto, and
"Nonqualified Stock Options" which do not qualify as Incentive Stock Options
(collectively "Stock Options"). Such Stock Options shall be subject to the
following terms and conditions and such other terms and conditions as the
Committee may prescribe:
(a) OPTION PRICE. The option price per share with respect to each Stock Option
shall be determined by the Committee and shall not be less than 100% of the
Fair Market Value of the Common Stock on the date the Stock Option is
granted, but in no event less than the par value of the Common Stock. With
the exception of "recapitalization adjustments", as provided for in Section
3.(c) hereof, once the option price has been established it will not be
changed.
The "Fair Market Value" of a share of Common Stock, as of any date, will be
the price quoted on the Nasdaq National Market at the close of the business
on such date.
(b) PERIOD OF OPTION. The expiration date of each Stock Option shall be fixed
by the Committee but shall be no later than the tenth anniversary of the
grant date.
(c) PAYMENT. The option price shall be payable in cash or, if permitted by the
Committee, by delivery of shares of Common Stock previously owned and held
by the Participant for at least six months having a Fair Market Value equal
to the option price. Such payment shall be made at the time the Stock
Option is exercised. No shares shall be issued until full payment therefor
has been made, together with satisfaction of any applicable withholding
taxes. The holder of a Stock Option shall have none of the rights of a
shareholder of the Company until the Stock Option is exercised and shares
of Common Stock are issued in such individual's name.
(d) EXERCISE OF OPTION. The shares covered by a Stock Option may be purchased
in such installments, on such exercise dates and during such periods as
determined by the Committee at the time the option is granted.
- 3 -
(e) VESTING. The minimum vesting period will be a one-year period of service
with the Company following the date the Stock Option is granted. The
Committee may condition exercisability of a Stock Option over a longer
specified period of service with the Company.
(f) TERMINATION OF MEMBERSHIP. Upon the termination of a Participant's
membership or service on the Board, as applicable, for any reason other
than retirement, death, disability or cause, any portion of a Stock Option
that is not exercisable on such termination date shall expire and be
permanently forfeited unless otherwise determined by the Committee at the
time of grant. The Participant may exercise the portion of the Stock Option
that is exercisable on such termination date within the time period, if
any, determined by the Committee at the time of grant, but in no event
later than the expiration date of the Stock Option. If a Participant's
membership is terminated for cause, as defined by the Committee, the
Committee may provide that all vested and unvested rights under the Stock
Option shall expire upon receipt of the notice of such termination.
(g) RETIREMENT. Upon a Participant's retirement (as defined below), all shares
subject to outstanding Stock Options held by such Participant shall become
immediately exercisable. Following retirement, the Participant may exercise
any outstanding Stock Options within the time period, if any, determined by
the Committee at the time of grant, but not later than the expiration date
of the Stock Option. Any portion of a Stock Option that is not exercised
during such time period shall expire at the end of such period and may not
be exercised thereafter. Unless determined otherwise by the Committee,
"retirement" shall mean termination of a Participant's membership after
attainment of (i) age 55 and 10 years of service with the Company, or (ii)
age 65. The Committee shall determine whether termination of service on the
Board constitutes a retirement for purposes of the Plan.
(h) DEATH. Upon the death of a Participant, all shares subject to outstanding
Stock Options held by such Participant shall become immediately
exercisable. Following the Participant's death, his or her legal
representative may exercise any outstanding Stock Options within the time
period, if any, determined by the Committee at the time of grant, but not
later than the expiration date of the Stock Option. Any portion of a Stock
Option that is not exercised during such time period shall expire at the
end of such period and may no longer be exercised.
(i) DISABILITY. Upon termination of membership or service on the Board, as
applicable, by reason of a Participant's disability (as defined by the
Committee), all shares subject to outstanding Stock Options held by such
Participant shall become immediately exercisable. Following termination for
disability, the Participant may exercise any outstanding Stock Options
within the time period, if any, determined by the Committee at the time of
grant, but not later than the expiration date of the Stock Option. Any
portion of a Stock Option that is not exercised during such time period
shall expire at the end of such period and may no longer be exercised.
- 4 -
(j) CHANGE OF CONTROL. Notwithstanding anything in the Plan to the contrary any
Stock Option outstanding but not yet exercisable will become exercisable
upon a change in control of the Company, as defined by the Committee.
(k) LIMITS ON INCENTIVE STOCK OPTIONS. Except as may otherwise be permitted by
the Code, the Committee shall not grant to an Eligible Worker Member
Incentive Stock Options that, in the aggregate, are first exercisable
during any one calendar year to the extent that the aggregate fair market
value of the Common Stock, at the time the Incentive Stock Options are
granted, exceeds $100,000.
(l) COMPLIANCE WITH SECURITIES LAWS. The Company shall not be obligated to sell
or issue any shares pursuant to any Stock Option unless the shares with
respect to which the option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws.
5. DISCONTINUANCE OR AMENDMENT OF THE PLAN
The Board of Directors may discontinue or amend the Plan at any time; provided,
however, subject to Section 3, no such discontinuance or amendment shall
materially adversely affect any outstanding Stock Options; provided further,
that the Board may not amend the Plan without shareholder approval where the
absence of such approval would cause the Plan to fail to comply with any
requirement of applicable law or regulation. No Stock Options shall be granted
under the Plan after December 31, 2006.
6. NONTRANSFERABILITY
Stock Options granted under the Plan are not transferable except as designated
by the Participant by will or by the laws of descent and distribution. To the
extent that a Participant who receives a Stock Option under the Plan has the
right to exercise such Stock Option, the Stock Option may be exercised during
the lifetime of the Participant only by the Participant or his or her guardian
or legal representative. Notwithstanding the foregoing, the Committee Chairman,
in such individual's sole discretion, may permit a Participant to transfer
Nonqualified Stock Options granted under the Plan to a member of the
Participant's family, to a trust for the benefit of the Participant or members
of the Participant's family or to a partnership or limited liability company,
the partners or members of whom are the Participant or members of the
Participant's family.
7. NO RIGHT OF MEMBERSHIP
The Plan and the Stock Options granted hereunder shall not confer upon any
Eligible Worker Member the right to continued membership with the Company, its
subsidiaries and its affiliates or
- 5 -
affect in any way the right of such entities to terminate the membership of an
Eligible Worker Member at any time and for any reason.
8. TAXES
The Company shall be entitled to withhold the amount necessary to satisfy the
federal, state and local withholding requirements attributable to any option
granted, any amount payable or shares deliverable under the Plan after giving
the person entitled to receive such amount or shares notice as far in advance as
practicable. If the Committee permits this obligation to be met using shares
deliverable under the Plan, the Company will only withhold the number of shares
necessary to satisfy its withholding obligations at the minimum statutory tax
rate. Alternatively, the Committee may require the grantee to remit an amount in
cash or in Common Stock to satisfy such tax withholding requirements. If the
Participant tenders shares of previously owned Common Stock to satisfy tax
withholding, such shares may not have a Fair Market Value in excess of the
Company's withholding obligation at the minimum statutory tax rate unless such
Common Stock has been held by the Participant at least six months.
9. WRITTEN AGREEMENTS
Each award of Stock Options shall be evidenced by a written agreement, executed
by the Participant and the Company, which shall contain such restrictions, terms
and conditions as the Committee may require.
10. SHAREHOLDER APPROVAL
This amendment and restatement of the Plan is subject to and contingent upon
approval of the shareholders of the Company.
- 6 -
EXHIBIT 5.1
February 7, 2002
Woodward Governor Company
5001 North Second Street
Rockford, Illinois 61111
Re: Woodward Governor Company
Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as counsel for Woodward Governor Company (the "COMPANY"), in
connection with the registration statement on Form S-8 (the "REGISTRATION
STATEMENT") of the Company which is being filed with the Securities and Exchange
Commission on February 7, 2002 covering up to 1,300,000 shares of the Company's
Common Stock, $.00875 par value (the "COMMON STOCK"), issuable to eligible
participants in the Woodward Governor Company 2002 Stock Option Plan (formerly,
the 1996 Long-Term Incentive Compensation Plan) (the "PLAN").
As such counsel, we have examined the Certificate of Incorporation and
Bylaws of the Company, the Plan, the Registration Statement and such other
corporate documents and records and have made such other inquiries as we have
deemed necessary or advisable in order to enable us to render the opinions
hereinafter set forth.
The Plan provides that shares of Common Stock issuable to participants in
the Plan may be authorized but unissued shares of Common Stock or issued shares
of Common Stock held in the Treasury.
Based on the foregoing, we are of the opinion that:
1. When authorized but unissued shares of Common Stock issuable to
participants in the Plan have been issued, sold and delivered pursuant to
and as provided by the Plan, such shares of Common Stock will be legally
issued, fully paid and nonassessable.
2. The shares of Common Stock issued as of the date hereof which
will be delivered to participants in the Plan have been duly authorized and
are legally issued, fully paid and nonassessable.
- 1 -
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Chapman and Cutler
SLClark
- 2 -
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 31, 2001 relating to the
financial statements, which appears in the 2001 Annual Report to Shareholders of
Woodward Governor Company, which is incorporated by reference in Woodward
Governor Company's Annual Report on Form 10-K for the year ended September 30,
2001. We also consent to the incorporation by reference of our report dated
October 31, 2001 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 7, 2002
- 1 -