-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZ7yvYmoFbv8VmRmLS1cWph18t4/vV45hkydJnqnhauOPcNppM6Qxc0L/raVdTHS 4VFfI3BaGzTx0vQZkReixg== 0000898430-97-005258.txt : 19971212 0000898430-97-005258.hdr.sgml : 19971212 ACCESSION NUMBER: 0000898430-97-005258 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970731 FILED AS OF DATE: 19971211 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06101 FILM NUMBER: 97736400 BUSINESS ADDRESS: STREET 1: 850 LAGOON DRIVE CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196914111 MAIL ADDRESS: STREET 1: PO BOX 878 CITY: CHULA VISTA STATE: CA ZIP: 91912 FORMER COMPANY: FORMER CONFORMED NAME: ROHR INDUSTRIES INC DATE OF NAME CHANGE: 19911219 FORMER COMPANY: FORMER CONFORMED NAME: ROHR CORP DATE OF NAME CHANGE: 19711220 FORMER COMPANY: FORMER CONFORMED NAME: ROHR AIRCRAFT CORP DATE OF NAME CHANGE: 19710317 11-K 1 PRETAX SAVINGS PLAN FOR SALARIED EMPLOYEES 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JULY 31, 1997 COMMISSION FILE NUMBER 1-6101 PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. ------------------------------------ (FULL TITLE OF THE PLAN) ROHR, INC. (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (619) 691-4111 (TELEPHONE NO.) ================================================================================ Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the administrators of the Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. (Amended and Restated 1994) By: /s/ A.L. Majors ----------------------------- A.L. Majors, Chairman Administrative Committee for the Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Amended and Restated 1994) Date: December 11, 1997 THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1997 AND 1996 AND SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED JULY 31, 1997, AND INDEPENDENT AUDITORS' REPORT THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. TABLE OF CONTENTS - -------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF JULY 31, 1997 AND 1996 AND FOR THE YEARS THEN ENDED: Statements of Assets Available for Benefits 2 Statements of Changes in Assets Available for Benefits 3 Notes to Financial Statements 4-8 SUPPLEMENTAL SCHEDULES: Assets Held for Investment Purposes as of July 31, 1997 - Item 27a 9 Series of Reportable Transactions for the Year Ended July 31, 1997 - Item 27d 10
All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 are omitted because of the absence of conditions under which they are required. INDEPENDENT AUDITORS' REPORT To the Committee for the Administration of the Rohr, Inc. Savings Plans: We have audited the accompanying statements of assets available for benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") as of July 31, 1997 and 1996, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. as of July 31, 1997 and 1996, and the changes in assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and of series of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. Such supplemental schedules have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 1997 financial statements taken as a whole. /s/ Deloitte & Touche LLP November 7, 1997 -1- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1997 AND 1996 - -------------------------------------------------------------------------------
1997 1996 INVESTMENTS: At fair value: Shares of registered investment companies: Fidelity Growth and Income Portfolio $ 80,762,170 $ 53,094,877 Fidelity Magellan Fund 37,922,665 30,756,274 Fidelity Asset Manager Fund 24,533,648 21,160,941 Fidelity Short-Term Bond Portfolio 18,203,212 18,234,543 Fidelity Disciplined Equity Fund 19,730,345 16,158,262 Fidelity Asset Manager Growth Fund 17,177,277 13,313,551 Fidelity Retirement Money Market Portfolio 16,172,538 11,991,894 Fidelity Overseas Fund 7,498,194 7,783,809 Fidelity Asset Manager Income Fund 5,930,909 6,426,732 Fidelity Puritan Fund 764,271 Fidelity Contrafund 1,435,881 Fidelity Retirement Growth Fund 179,964 Fidelity Blue Chip Fund 883,005 Fidelity Equity Income II Fund 960,137 Fidelity Spartan U.S. Equity Index 1,584,833 Janus Overseas Fund 2,927,451 Janus Worldwide Fund 3,508,744 N & B Guardian Trust 391,422 Founders Growth Fund 751,093 Rohr Stock Fund 14,875,454 16,529,491 Participant loans receivable 9,886,760 9,530,795 ------------ ------------ ASSETS AVAILABLE FOR BENEFITS $266,079,973 $204,981,169 ============ ============
See notes to financial statements. -2- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC.
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS YEARS ENDED JULY 31, 1997 AND 1996 - -------------------------------------------------------------------------------------------------- 1997 1996 ADDITIONS: Contributions: Employees $ 10,950,647 $ 10,210,866 Employer 3,514,071 3,364,938 ------------ ------------ 14,464,718 13,575,804 Investment income: Net realized and unrealized appreciation in fair value of investments 49,667,143 4,655,714 Dividends and interest 11,497,998 14,191,897 Interest payments on loans 553,474 511,345 ------------ ------------ 61,718,615 19,358,956 ------------ ------------ 76,183,333 32,934,760 ------------ ------------ DEDUCTIONS: Withdrawals and benefit payments 14,972,490 13,305,223 Administrative expenses 112,039 112,893 ------------ ------------ 15,084,529 13,418,116 NET INCREASE 61,098,804 19,516,644 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 204,981,169 185,464,525 ------------ ------------ ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $266,079,973 $204,981,169 ============ ============
See notes to financial statements. - 3 - THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1997 AND 1996 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL - The Plan is a defined contribution 401(k) plan, first made effective January 1, 1966, and restated, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective August 1, 1983, the Plan was amended and restated to incorporate the requirements for a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code and redesignated as The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Effective December 1, 1994, all Rohr, Inc. Salaried Employee Stock Ownership (ESOP) investment balances were merged into the Plan. Effective January 19, 1995, all HTA Savings Plan investment balances were merged into the Plan. PURPOSE OF THE PLAN - The purposes of the Plan are to provide eligible employees with the opportunity to accumulate personal savings on a pretax and post tax basis with the assistance of Rohr, Inc. (the "Company") and to permit participants to direct investment of their savings among a broad spectrum of investment funds, including a Rohr, Inc. stock fund, which shall be held for their benefit in the Plan. PARTICIPATION IN THE PLAN - Employees of the Company are eligible to participate in the Plan upon hire and part-time or temporary employees may participate if they work more than 1,000 hours per year. Employees need not be represented by a labor organization to be eligible. CONTRIBUTIONS UNDER THE PLAN - Participants may make pretax or post tax contributions up to 17% of their qualified gross pay, as defined by Plan provisions. Contributions by highly-compensated employees are limited to 11% of their qualified gross pay, as defined by Plan provisions. The Company contributes to each participating employee's account an amount equal to 75% of the first 4% of pretax savings. Maximum employee contributions (which are limited by Internal Revenue Service regulations) were $9,500 for both calendar years 1997 and 1996. VESTING PROVISIONS OF THE PLAN - Employees who became participants after January 1, 1995 cumulatively vest 20% in the Company's contributions for each year in which they work 1,000 hours. Participants who were active on January 1, 1995 are 100% vested. WITHDRAWALS UNDER THE PLAN - Under the Plan, a participating employee or his legal successors will be entitled to a cash distribution of the vested value of the investments held in his or her account upon retirement, death, entry into the armed forces, permanent and total disability, layoffs or termination for -4- other reasons. Participants separating from service have the option of deferring distribution of savings until age 70-1/2. Participants may elect to have Rohr Stock Fund distributions paid in shares, with residual amounts (fractional shares) paid in cash. Distributions are paid in cash unless stock is requested. A participant may withdraw, not more than once each Plan year, an amount equal to all or a portion of the value of the investments held in the participant's account attributable to the participant's post tax and rollover contributions, and the value of the investments attributable to that portion of the Company's contributions that has become vested. Withdrawals by participants must be made of all withdrawal amounts in each available category below (listed in descending order) before amounts in the next following category may be withdrawn: 1. Participant Post Tax Contributions Account 2. Rollover Account; and 3. Company Matching Account Prior to age 59-1/2 participants are allowed to make withdrawals from their pretax contributions made after July 31, 1983 on a hardship basis only, subject to certain conditions as set forth in the Plan. FORFEITURE OF INTEREST UNDER THE PLAN - Upon a participant's separation from service, the portion of investments attributable to contributions made by the Company which have not vested shall remain in such accounts. Such nonvested amounts shall be forfeited on the date which is 60 consecutive months after separation from service or cash-out. If the participant is rehired before such forfeiture, the nonvested portion shall remain in the participant's account. All amounts forfeited under the Plan will remain in the Plan and will be applied against future contributions to the Plan by the Company. If the Plan is terminated, any forfeited amounts not yet applied against Company contributions will accrue ratably to the remaining participants in the Plan at the date of termination. TERMINATION OF THE PLAN - The Company expects the Plan to be permanent and to continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, Rohr, Inc. must necessarily and does hereby reserve the right in its sole discretion to amend, modify or terminate the Plan at any time. Upon termination of the Plan, the entire amount of each participant's account (including that portion of the account attributable to the Company's contributions which would not otherwise be vested) shall become fully vested and nonforfeitable. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The Plan's financial statements are prepared on the accrual basis of accounting. INVESTMENT VALUATION - Plan investments, except for participant loans, are stated at fair value, as determined by quoted market prices. Participant loans are carried at cost which approximates fair value. PAYMENT OF BENEFITS - Benefits are recorded when paid. -5- 3. INVESTMENT OPTIONS Under provisions of the Plan, participants may invest their savings in any combination of the following funds: THE FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - A portfolio invested in short-term money market securities with maturities less than 90 days. THE FIDELITY SHORT-TERM BOND PORTFOLIO - A portfolio invested primarily in investment grade debt securities. THE FIDELITY GROWTH AND INCOME PORTFOLIO - A portfolio invested in a combination of U.S. and foreign stocks and debt securities. THE FIDELITY MAGELLAN FUND - A fund invested in the stocks of both well- known and lesser-known companies. THE FIDELITY DISCIPLINED EQUITY FUND - A fund invested in a broad array of stocks. THE FIDELITY OVERSEAS FUND - A fund investing primarily in the stocks of foreign companies. THE FIDELITY ASSET MANAGER FUNDS - These three funds invest in a combination of foreign and domestic stocks, bonds and short-term securities. THE FIDELITY PURITAN FUND - A fund invested in high-yielding domestic and foreign securities, including common and preferred stocks and bonds of any quality and maturity. THE FIDELITY CONTRAFUND - A fund invested in the stocks of companies undergoing change (i.e., restructuring). THE FIDELITY RETIREMENT GROWTH FUND - A fund invested in a broad array of stocks with a focus on earnings. THE FIDELITY BLUE CHIP FUND - A fund invested in common stocks of well- established companies. THE FIDELITY EQUITY INCOME II - A fund invested in common stocks of well- established companies. THE FIDELITY SPARTAN U.S. EQUITY INDEX - A fund invested in S&P 500 stocks. THE FOUNDERS GROWTH FUND - A fund invested in domestic and foreign well- established growth companies. THE JANUS OVERSEAS FUND - A fund invested primarily in common stocks of foreign issuers. THE JANUS WORLDWIDE FUND - A fund invested primarily in common stocks of foreign and domestic issuers. THE N&B GUARDIAN TRUST - A fund invested primarily in common stocks of well-established companies. THE ROHR STOCK FUND - A fund invested in the common stock of the Company. -6- 4. PARTICIPANT LOANS RECEIVABLE Participant loans receivable consist of general purpose and principal residence loans. General purpose loans have terms ranging from 1 to 4-1/2 years and provide fixed interest rates based upon federal short-term rates (5.91% and 5.88% at July 31, 1997 and 1996, respectively). Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon federal long-term rates (6.77% and 6.90% at July 31, 1997 and 1996, respectively). Under either type of loan, employees may borrow up to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum an employee may borrow is $500. In general, employee loans are payable in equal weekly or bi-weekly installments through payroll deductions and are secured by the participant's interest in the Plan. 5. TAX STATUS The Company obtained a determination letter dated August 8, 1996 from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) and 401(k) of the Internal Revenue Code (the "Code") and is exempt from Federal income tax under Section 501(a) of the Code. Management believes the Plan is currently designed and being operated in compliance with applicable requirements of the Code and that the Plan is qualified and the related trust is tax-exempt. 6. INVESTMENT INFORMATION Information regarding significant additions to and deductions from assets available for benefits by fund option for the years ended July 31, 1997 and 1996 is as follows:
INVESTMENT DISTRIBUTIONS PARTICIPATING INCOME NET OF TO PARTICIPANTS YEAR ENDED EMPLOYER EMPLOYEE ADMINISTRATIVE OR THEIR JULY 31, 1997 CONTRIBUTIONS CONTRIBUTIONS EXPENSES BENEFICIARIES Rohr Stock Fund $ 63,280 $ 191,170 $ 958,418 $ 1,283,247 Fidelity Growth and Income Portfolio 978,420 3,127,796 24,184,991 4,407,552 Fidelity Magellan Fund 738,641 2,252,904 12,196,800 1,883,187 Fidelity Asset Manager Fund 327,418 948,302 5,907,171 1,443,025 Fidelity Disciplined Equity Fund 319,911 1,062,325 6,697,554 1,052,124 Fidelity Asset Manager Growth Fund 296,002 915,186 4,872,735 744,230 Fidelity Short-Term Bond Portfolio 286,447 782,517 1,293,867 1,070,878 Fidelity Retirement Money Market Portfolio 194,382 638,286 784,875 1,075,418 Other 309,570 1,032,161 4,710,165 2,012,829 ---------- ----------- ----------- ----------- $3,514,071 $10,950,647 $61,606,576 $14,972,490 ========== =========== =========== ===========
-7-
Investment Income Distributions Participating (Loss) Net of to Participants Year Ended Employer Employee Administrative or their 31-Jul-96 Contributions Contributions Expenses Beneficiaries Rohr Stock Fund $ 47,031 $ 144,216 $ 5,549,804 $ 1,097,949 Fidelity Growth and Income Portfolio 789,476 2,438,906 7,771,080 3,648,830 Fidelity Magellan Fund 824,883 2,537,221 (121,637) 1,425,691 Fidelity Asset Manager Fund 371,572 1,089,838 1,832,814 1,703,243 Fidelity Disciplined Equity Fund 315,110 1,041,795 594,101 428,344 Fidelity Asset Manager Growth Fund 197,421 1,086,486 1,316,374 549,469 Fidelity Short-Term Bond Portfolio 331,550 871,710 1,017,967 1,765,244 Fidelity Retirement Money Market Portfolio 142,278 416,838 494,044 1,163,214 Other 345,617 583,856 791,516 1,523,239 ------------- ----------- --------------- ------------- $ 3,364,938 $10,210,866 $ 19,246,063 $ 13,305,223 ============= =========== =============== =============
The net appreciation (depreciation) in the fair value of investments is summarized as follows for the years ended July 31, 1997 and 1996:
1997 1996 Rohr Stock Fund $ 951,639 $5,553,843 Mutual Funds 48,715,504 (898,129) ----------- ---------- Net appreciation $49,667,143 $4,655,714 =========== ==========
* * * * * * -8- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a OF FORM 5500) JULY 31, 1997 - -------------------------------------------------------------------------------
IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE Fidelity Growth and Income Portfolio Mutual Fund $ 52,812,351 $ 80,762,170 Fidelity Magellan Fund Mutual Fund 29,363,548 37,922,665 Fidelity Asset Manager Fund Mutual Fund 18,833,192 24,533,648 Fidelity Short-Term Bond Portfolio Mutual Fund 18,342,373 18,203,212 Fidelity Disciplined Equity Fund Mutual Fund 14,394,871 19,730,345 Fidelity Asset Manager Growth Fund Mutual Fund 12,148,394 17,177,277 Fidelity Retirement Money Market Portfolio Mutual Fund 16,172,537 16,172,538 Fidelity Overseas Fund Mutual Fund 5,801,138 7,498,194 Fidelity Asset Manager Income Fund Mutual Fund 5,191,402 5,930,909 Fidelity Puritan Fund Mutual Fund 683,605 764,271 Fidelity Contrafund Mutual Fund 1,221,720 1,435,881 Fidelity Retirement Growth Fund Mutual Fund 159,208 179,964 Fidelity Blue Chip Fund Mutual Fund 772,578 883,005 Fidelity Equity Income II Fund Mutual Fund 842,628 960,137 Fidelity Spartan U.S. Equity Index Mutual Fund 1,387,112 1,584,833 Janus Overseas Fund Mutual Fund 2,619,694 2,927,451 Janus Worldwide Fund Mutual Fund 3,110,816 3,508,744 N&B Guardian Trust Mutual Fund 340,613 391,422 Founders Growth Fund Mutual Fund 693,058 751,093 Rohr Stock Fund Sponsor's Stock 9,908,348 14,875,454 Fund Loans to participants 9,886,760 9,886,760 ------------ ------------ Total assets held for investment $204,685,946 $266,079,973 ============ ============
-9- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. SUPPLEMENTAL SCHEDULE OF SERIES OF REPORTABLE TRANSACTIONS (ITEM 27d OF FORM 5500) YEAR ENDED JULY 31, 1997 - -------------------------------------------------------------------------------
PURCHASES SALES ----------------------------------------------------------------------------- PURCHASE SELLING COST OF NET GAIN DESCRIPTION NUMBER PRICE NUMBER PRICE ASSET (LOSS) Fidelity Magellan Fund 249 $ 7,963,478 238 $11,772,046 $11,118,804 $ 653,242 Fidelity Growth and Income Portfolio 253 24,569,681 235 17,854,385 15,338,781 2,515,604 Fidelity Overseas Fund 238 14,241,677 213 16,030,672 15,572,189 458,483 Fidelity Disciplined Equity Fund 229 7,156,104 198 8,979,537 8,149,032 830,505 Fidelity Retirement Money Market Portfolio 243 35,910,172 226 31,725,375 31,725,375 0
NOTE: The transactions included in this schedule meet the definition of reportable transactions under Section 103 of the Employee Retirement Income Security Act of 1974 and consist of series of transactions during the year involving investment assets of an amount in excess of 5% of the current value of beginning Plan assets. -10- EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 ---------- INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-56529 of Rohr, Inc. on Form S-8 of our report dated November 7, 1997, appearing in this Annual Report on Form 11-K of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. for the year ended July 31, 1997. San Diego, California December 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----