-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cRygbn24Ku0KdGuhnXZs9CM5Y5AxXanLNdAJcqr1cyVRaFD3dkRbC7BOt6TCLt4I bjLDimntWdL/qZ4qNqCCrA== 0000898430-94-000893.txt : 19941201 0000898430-94-000893.hdr.sgml : 19941201 ACCESSION NUMBER: 0000898430-94-000893 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940731 FILED AS OF DATE: 19941118 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: 3728 IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06101 FILM NUMBER: 94561197 BUSINESS ADDRESS: STREET 1: FOOT OF H STREET 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 FORM 11-K 1994 =============================================================================== 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 [Fee Required] For the fiscal year ended July 31, 1994 Commission File Number 1-6101 ROHR INDUSTRIES, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS (RESTATED 1976) ----------------------------------------- (Full Title of the Plan) ROHR, INC. (Name of Issuer of the Securities Held Pursuant to the Plan) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-4308 (Address of principal executive offices) (619) 691-4111 (Telephone No.) =============================================================================== ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS TABLE OF CONTENTS ______________________________________________________________________________
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF JULY 31, 1994 AND 1993 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3-4 Notes to Financial Statements 5-8 SCHEDULE AS OF JULY 31, 1994 PROVIDED IN COMPLIANCE WITH THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURES UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974: Item 27a - Schedule of Assets Held for Investment 9
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. (LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE) INDEPENDENT AUDITORS' REPORT Committee for the Administration of the Rohr, Inc. Savings Plans: We have audited the accompanying statements of net assets available for benefits of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements as of July 31, 1994 and 1993, and the related statements of changes in net 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 net assets available for benefits of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements as of July 31, 1994 and 1993, and the changes in net 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 schedule listed in the accompanying table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is 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. This schedule is the responsibility of management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP October 19, 1994 ________________ Deloitte Touche Tohmatsu International ________________ -1- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1994 AND 1993 - - ------------------------------------------------------------------------------
1994 1993 INVESTMENT IN MASTER TRUST FUNDS $19,384,092 $22,022,238 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $19,384,092 $22,022,238 =========== ===========
See notes to financial statements. -2- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1994 - - ---------------------------------------------------------------------------
Capital Rohr Equity Accumulation Stock Fund Fund Fund Total NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR $10,848,785 $10,757,888 $415,565 $22,022,238 ADDITIONS: Contributions: Employees 583,630 626,191 86,574 1,296,395 Employer 122,220 134,332 18,699 275,251 ----------- ---------- ---------- ------------- 705,850 760,523 105,273 1,571,646 Plan interest in Master Trust investment income: Net appreciation (depreciation) in fair value of investments 174,414 (423,657) 138,691 (110,552) Dividends 393,062 393,062 Interest 20,729 626,680 481 647,890 ----------- ----------- --------- ------------ 588,205 203,023 139,172 930,400 ----------- ----------- --------- ------------ 1,294,055 963,546 244,445 2,502,046 ----------- ----------- ---------- ------------ DEDUCTIONS: Withdrawals and benefit payments 2,241,600 2,676,182 113,700 5,031,482 Administrative expenses 68,226 36,142 4,342 108,710 ----------- ----------- --------- ------------ 2,309,826 2,712,324 118,042 5,140,192 ----------- ----------- --------- ------------ NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS (1,015,771 (1,748,778) 126,403 (2,638,146) INTERFUND TRANSFERS 137,664 (124,245) (13,419) ----------- ----------- --------- ------------ NET INCREASE (DECREASE) (878,107 (1,873,023) 112,984 (2,638,146) NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 9,970,678 $ 8,884,865 $ 528,549 $ 19,384,092 =========== =========== ========= ============
See notes to financial statements. -3- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1993 - - -------------------------------------------------------------------------
Capital Rohr Equity Accumulation Stock Fund Fund Fund Total NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR $11,016,371 $11,469,558 $554,432 $23,040,361 ADDITIONS: Contributions: Employees 745,420 887,236 160,862 1,793,518 Employer 314,270 380,695 70,278 765,243 ----------- ------------ --------- ------------ 1,059,690 1,267,931 231,140 2,558,761 Plan interest in Master Trust investment income: Net appreciation (depreciation) in fair value of investments 797,790 106,800 (151,679) 752,911 Dividends 436,230 436,230 Interest 25,484 759,563 953 786,000 ----------- ------------ --------- ------------ 1,259,504 866,363 (150,726) 1,975,141 ----------- ------------ --------- ------------ 2,319,194 2,134,294 80,414 4,533,902 ----------- ------------ --------- ------------ DEDUCTIONS: Withdrawals and benefit payments 2,513,088 2,739,942 186,302 5,439,332 Administrative expenses 64,732 42,981 4,980 112,693 ----------- ------------ --------- ------------ 2,577,820 2,782,923 191,282 5,552,025 ----------- ------------ --------- ------------ NET DECREASE PRIOR TO INTERFUND TRANSFERS (258,626) (648,629) (110,868) (1,018,123) INTERFUND TRANSFERS 91,040 (63,041) (27,999 ----------- ------------ --------- ------------ NET DECREASE (167,586) (711,670) (138,867) (1,018,123) ----------- ------------ --------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $10,848,785 $ 10,757,888 $ 415,565 $ 22,022,238 =========== ============ ========= ============
See notes to financial statements. -4- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1994 AND 1993 ______________________________________________________________________________ 1. DESCRIPTION OF THE PLAN The following description of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements (the "Plan") is provided for general information purposes only. Participants should refer to the plan agreement for more complete information. General - The Plan is a profit sharing plan, first made effective January 1, 1966, and last amended October 1, 1993. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Purpose of the Plan - The purpose of the Plan is to furnish eligible employees with additional compensation by enabling and assisting them to save at favorable terms and on a regular basis by setting aside part of their earnings to augment their retirement income. Participation in the Plan - Employees of Rohr, Inc. (the "Company") are eligible to participate in the Plan if they: (1) are covered by a collective bargaining agreement specifying that they are to be covered by the Plan and (2) have completed 12 calendar months of employment. Contributions under the Plan - Employees may, at their option, contribute from $5 to $70 per two week pay period through payroll deductions. The Company contributes to each participating employee's account an amount equal to 25% of the amount contributed by the employee. The Company's contribution was reduced from 50% of the amount contributed by the employee effective May 1, 1993. Contributions by the Company are made monthly, provided that the aggregate contributions payable by the Company at any time do not exceed its accumulated earnings and profits. Effective May 1, 1993, employee's may elect to contribute up to an additional $70 per two week pay period which is not eligible for matching contributions by the Company. Investment Funds Included Within the Plan - The Capital Accumulation Fund is invested in fixed income debt obligations of unaffiliated issuers. The Equity Fund is invested in a diversified portfolio of equity and/or debt securities of unaffiliated issuers. The Rohr Stock Fund is invested in common stock of the Company. Each participant has the option of electing to invest in the Capital Accumulation Fund, Equity Fund or Rohr Stock Fund in any combination of 25% increments. Vesting Provisions of the Plan - The participants cumulatively vest 20% in the Company's contributions for each 12 months of service up to 100%. -5- Withdrawals under the Plan - Under the Plan, a participating employee or his legal successors will be entitled to a cash distribution of the value of the investments held in his account upon retirement, death, entry into the armed forces, permanent and total disability, or layoff. Upon termination of employment for any reason, participants have the option of deferring distribution of savings until the later of retirement or attainment of age 65. Active employees must make a total withdrawal by April 1 following the calendar year they attain the age 70-1/2. A participant may voluntarily withdraw from the Plan but may not thereafter become a participant in the Plan again until 12 months have elapsed. The amount distributable upon withdrawal includes the full value of the investments held in the withdrawing participant's account attributable to his own contributions and the value of the investments attributable to that portion of the Company's contributions that has become vested. An employee may also make a partial withdrawal of amounts in his account under the Plan if such a partial withdrawal is approved by the administrative committee. Only one partial withdrawal may be made during any six-month period, and for 6 months after any such partial withdrawal, no further contributions may be made either by the employee or the Company for his account. A partial withdrawal is limited to the value of a participant's contributions which were made 17 or more quarters prior to the date of withdrawal and the value of all Company contributions which are 100% vested. The Plan does not reflect as liabilities amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid. Such withdrawals payable amounted to $681,151 and $1,318,268 at July 31, 1994 and 1993, respectively. Forfeiture of Interest under the Plan - The value of investments in each employee's account attributable to the employee's own contributions is not subject to forfeiture. Any employee who voluntarily withdraws or whose employment is terminated for reasons other than retirement, layoff for four weeks or more, death, entry into the armed forces or permanent and total disability will forfeit that portion of the value of his account attributable to the Company's contributions in which no interest has vested. 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 has the right to terminate the Plan at any time, except as provided in any applicable provision in a collective bargaining agreement whose term has not expired. 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 The Plan's financial statements are prepared on the accrual basis of accounting. Plan investments are stated at fair value. Fair values were determined by valuing securities at either closing prices on national stock exchanges or at the average of bid and ask quotations for those securities traded in the over-the-counter market. -6- 3. INVESTMENTS Rohr, Inc. has established Master Trust Funds to provide a medium for the commingling for investment purposes of assets held in trust by Mellon Bank, N.A. under various employee benefit plans qualified under the Internal Revenue Code and maintained by the Company. The fair value of the Plan's investment in net assets of the Master Trust Funds as of July 31, 1994 and 1993 were as follows:
CAPITAL ROHR EQUITY ACCUMULATION STOCK JULY 31, 1994 FUND FUND FUND TOTAL Plan's interest 3.15% 11.66% 11.68% 4.88% Common stock $ 8,905,263 $528,383 $ 9,433,646 Preferred stock 351,081 351,081 United States government securities $ 7,877,699 7,877,699 Cash and cash equivalents 793,610 854,915 13,483 1,662,008 Other assets, net of liabilities (79,276) 152,251 (13,317) 59,658 ----------- ----------- -------- ----------- Plan's investment $ 9,970,678 $ 8,884,865 $528,549 $19,384,092 =========== =========== ======== ===========
CAPITAL ROHR EQUITY ACCUMULATION STOCK JULY 31, 1993 FUND FUND FUND TOTAL Plan's interest 3.42% 11.91% 20.45% 4.02% Common stock $ 9,760,983 $341,974 $10,102,957 Preferred stock 418,427 418,427 United States government securities 78,843 $ 8,586,027 8,664,870 Corporate Obligations 31,135 31,135 Cash and cash equivalents 467,682 2,244,343 73,559 2,785,584 Other assets, net of liabilities 91,715 (72,482) 32 19,265 ----------- ----------- -------- ----------- Plan's investment $10,848,785 $10,757,888 $415,565 $22,022,238 =========== =========== ======== ===========
The Plan's interest in the Rohr Stock Fund represents 45,946 and 39,649 shares of Rohr, Inc. stock as of July 31, 1994 and 1993 respectively. 4. TAX STATUS The Company has obtained a determination letter from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401 (a) of the Internal Revenue Code and is exempt from Federal income tax under Section 501 (a) of the Code. Participants are not subject to tax on Company contributions or on income or gains in Plan funds until a distribution from the Plan, as determined under Internal Revenue Service Rules, is made to them. 7 5. PARTICIPANT UNITS AND UNIT VALUES The ending monthly participant units and unit values for the years ending July 31, 1994 and 1993 were as follows:
Capital Equity Fund Accumulation Fund Rohr Stock Fund -------------------------------- -------------------------------- ------------------------------ 1994 Units Unit Value Units Unit Value Units Unit Value August 1,106,612 $9.80 2,480,262 $4.34 388,705 $1.07 September 1,088,375 9.77 2,384,360 4.35 340,277 $1.02 October 1,088,001 9.94 2,359,578 4.36 342,493 1.10 November 1,109,749 9.52 2,292,175 4.35 331,419 $1.29 December 1,064,921 10.04 2,217,511 4.37 321,762 $1.57 January 1,066,828 10.44 2,237,205 4.40 326,903 $1.51 February 1,062,729 10.13 2,208,743 4.36 324,202 $1.41 March 1,003,032 9.61 2,130,733 4.33 313,304 1.30 April 998,823 9.77 2,094,371 4.31 313,637 $1.23 May 1,004,227 9.87 2,106,452 4.31 319,237 $1.33 June 1,006,188 9.69 2,037,545 4.32 323,427 $1.47 July 999,577 9.97 2,033,383 4.37 328,455 $1.61
Capital Equity Fund Accumulation Fund Rohr Stock Fund -------------------------------- -------------------------------- ------------------------------ 1993 Units Unit Value Units Unit Value Units Unit Value August 1,304,056 $8.29 2,911,805 $4.03 350,992 $1.63 September 1,300,728 8.41 2,883,786 4.09 354,522 1.66 October 1,271,961 8.37 2,795,839 4.03 354,686 1.66 November 1,255,301 3.69 2,706,805 4.01 351,784 1.53 December 1,247,382 8.83 2,699,544 4.06 359,928 1.78 January 1,266,470 8.97 2,721,181 4.14 374,542 1.78 February 1,242,875 9.06 2,698,491 4.20 378,763 1.46 March 1,250,718 9.33 2,721,503 4.22 391,573 1.39 April 1,178,838 9.25 2,554,805 4.26 345,859 1.33 May 1,153,099 9.44 2,502,786 4.25 345,513 1.40 June 1,160,095 9.45 2,519,977 4.28 362,459 1.00 July 1,141,305 9.51 2,509,011 4.29 346,998 1.20
****** -8- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF JULY 31, 1994 - - ------------------------------------------------------------------------
Plan's Plan's Investment Plan's Investment Master Trust Fund Interest At Cost at Fair Value Equity Fund 3.15% $ 8,832,487 $ 9,970,678 Capital Accumulation Fund 11.66% 8,999,477 8,884,865 Rohr Stock Fund 11.68% 690,599 528,549 ----------- ----------- Total assets held for investment 4.88% $18,522,563 $19,384,092 =========== ===========
-9- 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. ROHR INDUSTRIES, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS (Restated 1976) By: A.L. MAJORS ______________________________ A.L. Majors, Chairman Administrative Committee for the Rohr Industries, Inc., Savings Plan for Employees Covered by Collective Bargaining Agreements (Restated, 1976) Date: November 17, 1994 10 EX-23 2 CONSENT OF ACCT. EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement on Form S-8 (File No. 33-14382) under the Securities Act of 1933 of Rohr, Inc., of our report dated October 19, 1994, contained in the Annual Report on Form 11-K under the Securities Exchange Act of 1934, for the year ended July 31, 1994, of the Rohr Industries, Inc. Savings Plan for Employees Covered By Collective Bargaining Agreement (Restated 1976). San Diego, California November 17, 1994 -----END PRIVACY-ENHANCED MESSAGE-----