-----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, KYnDrl2n3hG/8LXJAwAxJnzJwdjLEwTTRLTk/LJE+RSNiR/qD24x6TyLw0/ptg8N X0CiuqOzF4Q4Zx2SyXWuGg== 0000898430-96-000157.txt : 19960119 0000898430-96-000157.hdr.sgml : 19960119 ACCESSION NUMBER: 0000898430-96-000157 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950731 FILED AS OF DATE: 19960118 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: 1934 Act SEC FILE NUMBER: 001-06101 FILM NUMBER: 96505224 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 FORM 11-K 1995 ================================================================================ 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, 1995 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.) ================================================================================ 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, 1995 AND 1994 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3-5 Notes to Financial Statements 6-10 SCHEDULE AS OF JULY 31, 1995 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 11 Item 27d - Schedule of Series Reportable Transactions 12
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. i INDEPENDENT AUDITORS' REPORT To the Committee for the Administration of the Rohr, Inc. Savings Plans: We have audited the accompanying statements of net assets available for benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") as of July 31, 1995 and 1994, 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 Pretax Savings Plan for the Salaried Employees of Rohr, Inc. as of July 31, 1995 and 1994, 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 schedules listed in the accompanying table of contents 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. These schedules are the responsibility of management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 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 November 3, 1995 -1- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1995 AND 1994 - --------------------------------------------------------------------------------
1995 1994 INVESTMENTS, AT FAIR VALUE (Note 3): Fidelity Growth and Income Portfolio $ 41,704,616 Fidelity Magellan Fund 30,602,227 Fidelity Asset Manager Fund 22,044,178 Fidelity Short-term Bond Portfolio 20,905,907 Fidelity Asset Manager Growth Fund 13,000,518 Fidelity Disciplined Equity Fund 12,791,246 Rohr Stock Fund 12,375,768 Fidelity Retirement Money Market Portfolio 8,646,607 Fidelity Asset Manager Income Fund 7,366,162 Fidelity Overseas Fund 6,993,239 ------------ ------------ Investments in Master Trust Funds $149,420,904 Investment in Rohr Legend Stock 1,450,265 ------------ ------------ Total investments 176,430,468 150,871,169 PARTICIPANT LOANS RECEIVABLE 9,034,057 9,420,924 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $185,464,525 $160,292,093 ============ ============
See notes to financial statements. -2- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1995 - --------------------------------------------------------------------------------
FIDELITY CAPITAL ROHR GROWTH & EQUITY ACCUMULATION LEGEND INCOME FUND FUND STOCK PORTFOLIO ADDITIONS: Contributions: Employees $ 943,577 $ 758,800 $ 1,670,329 Employer (1,313) (1,763) 464,754 ------------ ------------ ------------ 942,264 757,037 2,135,083 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments (1,837,292) (1,631,493) $ 270,412 $ 7,927,257 Dividends 899,369 2,095,792 Interest 100,146 1,500,009 11,892 Principal payments on loans 723,123 607,555 522,195 Interest payments on loans 80,464 68,015 0 83,907 ------------ ------------ ----------- ------------ (34,190) 544,086 270,412 10,641,043 ------------ ------------ ----------- ------------ 908,074 1,301,123 270,412 12,776,126 ------------ ------------ ----------- ------------ DEDUCTIONS: Withdrawals and benefit payments 4,453,509 3,918,204 145,518 2,342,708 Administrative expenses 210,203 111,633 83,202 Loan disbursements 517,221 868,072 0 468,268 ------------ ------------ ----------- ------------ 5,180,753 4,897,909 145,518 2,894,278 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFER (4,272,679) (3,596,786) 124,894 9,881,848 INTERFUND TRANSFERS 675,169 (675,090) (1,575,159) (42,774,587) ------------ ------------ ----------- ------------ NET INCREASE (DECREASE) (3,597,510) (4,271,876) (1,450,265) (32,892,739) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 78,142,178 67,283,363 1,450,265 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) (74,544,668) (63,011,487) 74,544,668 NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 52,687 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) ------------ ------------ ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 0 $ 0 $ 0 $ 41,704,616 ============ ============ =========== ============ FIDELITY FIDELITY FIDELITY ASSET MAGELLAN OVERSEAS MANAGER FUND FUND FUND ADDITIONS: Contributions: Employees $ 1,443,853 $ 450,905 $ 973,365 Employer 408,947 122,480 276,766 ----------- ---------- ----------- 1,852,800 573,385 1,250,131 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments 6,218,811 702,350 2,039,645 Dividends 94,561 392 272,788 Interest 584 185 474 Principal payments on loans 355,353 99,034 255,268 Interest payments on loans 61,065 17,007 31,607 ----------- ---------- ----------- 6,730,374 819,148 2,559,782 ----------- ---------- ----------- 8,583,174 1,392,533 3,849,913 ----------- ---------- ----------- DEDUCTIONS: Withdrawals and benefit payments 712,227 180,415 1,153,766 Administrative expenses 7,600 1,763 7,632 Loan disbursements 509,142 94,085 281,399 ----------- ---------- ----------- 1,228,969 276,263 1,442,797 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFER 7,354,205 1,116,270 2,407,116 INTERFUND TRANSFERS 23,248,022 5,876,969 19,534,802 ----------- ---------- ----------- NET INCREASE (DECREASE) 30,602,227 6,993,239 21,941,918 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 102,260 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) ----------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $30,602,227 $6,993,239 $22,044,178 =========== ========== ===========
See notes to financial statements. -3- - --------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELILTY ASSET ASSET DISCIPLINED MANAGER MANAGER ROHR EQUITY GROWTH INCOME STOCK FUND FUND FUND FUND ADDITIONS: Contributions: Employees $ 651,172 $ 736,360 $ 262,591 $ 76,045 Employer 169,554 206,515 74,628 675,227 ----------- ----------- ---------- ----------- 820,726 942,875 337,219 751,272 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments 2,169,114 1,699,161 519,979 3,371,867 Dividends 1,101 109,877 Interest 253 362 148 2,111 Principal payments on loans 160,988 206,312 82,968 40,746 Interest payments on loans 24,011 29,460 9,657 8,375 ----------- ----------- ---------- ----------- 2,354,366 1,936,396 722,629 3,423,099 ----------- ----------- ---------- ----------- 3,175,092 2,879,271 1,059,848 4,174,371 ----------- ----------- ---------- ----------- DEDUCTIONS: Withdrawals and benefit payments 237,123 312,162 459,497 903,990 Administrative expenses 3,995 4,509 2,831 13,263 Loan disbursements 158,432 201,122 84,075 56,322 ----------- ----------- ---------- ----------- 399,550 517,793 546,403 973,575 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFER 2,775,542 2,361,478 513,445 3,200,796 INTERFUND TRANSFERS 9,882,527 10,639,040 6,852,717 2,161,343 ----------- ----------- ---------- ----------- NET INCREASE (DECREASE) 12,658,069 13,000,518 7,366,162 5,362,139 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 3,995,363 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 133,177 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) 3,018,266 ----------- ----------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $12,791,246 $13,000,518 $7,366,162 $12,375,768 =========== =========== ========== =========== FIDELITY FIDELITY RETIREMENT SHORT-TERM MONEY PARTICIPANT BOND MARKET LOANS PORTFOLIO PORTFOLIO RECEIVABLE TOTAL ADDITIONS: Contributions: Employees $ 921,082 $ 315,259 $ 9,203,338 Employer 276,840 108,039 2,780,674 ------------ ---------- ----------- ------------ 1,197,922 423,298 11,984,012 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments (1,057,431) 20,392,560 Dividends 1,400,304 224,818 5,099,002 Interest (33,877) (3,569) 1,578,718 Principal payments on loans 352,904 110,888 $(3,517,334) Interest payments on loans 49,489 10,782 473,839 ------------ ---------- ----------- ------------ 711,389 342,919 (3,517,334) 27,544,119 ------------ ---------- ----------- ------------ 1,909,311 766,217 (3,517,334) 39,528,131 ------------ ---------- ----------- ------------ DEDUCTIONS: Withdrawals and benefit payments 1,790,262 488,804 479,426 17,577,611 Administrative expenses 24,395 4,950 475,896 Loan disbursements 270,009 101,746 (3,609,893) ------------ ---------- ----------- ------------ 2,084,666 595,500 (3,130,467) 18,053,507 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFER (175,355) 170,717 (386,867) 21,474,624 INTERFUND TRANSFERS (41,930,225) 8,084,472 ------------ ---------- ----------- ------------ NET INCREASE (DECREASE) (42,105,580) 8,225,189 (386,867) 21,474,624 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 9,420,924 160,292,093 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) 63,011,487 NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 391,418 679,542 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) 3,018,266 ------------ ---------- ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 20,905,907 $8,646,607 $ 9,034,057 $185,464,525 ============ ========== =========== ============
-4- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1994 - --------------------------------------------------------------------------------
CAPITAL ROHR ROHR PARTICIPANT EQUITY ACCUMULATION STOCK LEGEND LOAN FUND FUND FUND STOCK RECEIVABLE TOTAL NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR $78,820,290 $ 79,542,526 $ 1,616,397 $1,763,209 $12,201,522 $173,943,944 ADDITIONS: Contributions: Employees 5,796,525 5,371,655 11,168,180 Employer 1,499,422 1,499,422 ----------- ------------ ---------- ---------- ----------- ------------ 5,796,525 5,371,655 1,499,422 12,667,602 Plan interest in Master Trust investment income: Net appreciation (depreciation) in fair value of investments 1,239,032 (3,219,987) 896,221 (1,084,734) Dividends 2,939,865 2,939,865 Interest 156,307 4,771,113 2,491 4,929,911 ----------- ------------ ---------- ---------- ----------- ------------ 4,335,204 1,551,126 898,712 6,785,042 Net appreciation in fair value of investments 391,138 391,138 Interest income 480,880 480,880 ----------- ------------ ---------- ---------- ----------- ------------ 10,131,729 6,992,781 2,398,134 391,138 480,880 20,324,662 DEDUCTIONS: Withdrawals and benefit payments 13,472,027 15,540,421 4,737 704,082 3,485,558 33,206,825 Administrative expenses 476,811 278,446 14,431 769,688 ----------- ------------ ---------- ---------- ----------- ------------ 13,948,838 15,818,867 19,168 704,082 3,485,558 33,976,513 ----------- ------------ ---------- ---------- ----------- ------------ NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS (3,817,109) (8,896,086) 2,378,966 (312,944) (3,004,678) (13,651,851) INTERFUND TRANSFERS 3,138,997 (3,363,077) 224,080 ----------- ------------ ---------- ---------- ----------- ------------ NET INCREASE (DECREASE) (678,112) (12,259,163) 2,378,966 (312,944) (2,780,598) (13,651,851) ----------- ------------ ---------- ---------- ----------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $78,142,178 $ 67,283,363 $3,995,363 $1,450,265 $ 9,420,924 $160,292,093 =========== ============ ========== ========== =========== ============
See notes to financial statements. -5- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1995 AND 1994 - -------------------------------------------------------------------------------- 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, the underlying assets of the Plan were transferred from Mellon Trust to Fidelity Management Trust Company. The market values of investment held by Mellon Trust at November 30, 1994 have become the cost basis for the Plan's assets as held by Fidelity, except for the Rohr Stock Fund which was transferred at its original cost basis. Effective December 1, 1994, all Rohr, Inc. Salaried Employee Stock Ownership (ESOP) investment balances were merged into the Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Effective January 19, 1995, all HTA Savings Plan investment balances were merged into the Pretax Savings Plan for the Salaried Employees of Rohr, Inc. 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 Company's assistance 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. Prior to December 1, 1994, employees of the Company were eligible to participate in the Plan if they: (1) are actively employed on the last business day of the Plan year in which they were employed and (2) were represented by a labor organization which had signed an agreement making this Plan applicable to such person or (3) were not represented by a labor organization or (4) were temporary employees who had worked 1,000 hours or more during the plan year. Contributions under the Plan - Participants may make pretax or post tax contributions up to 17% of their gross pay. Contributions by highly- compensated employees are limited to 11% of their gross pay. The Company contributes to each participating employee's account an amount equal to 75% of the first 4% saved before taxes. Prior to December 1, 1994, employees contributed up to 18% of their compensation into the Plan through payroll deductions. The Company contributed to each participating -6- employee's account, an amount equal to 25% of the first 5% of the participant's contribution, not to exceed 1-1/4% of the participant's annual compensation. The maximum employee contributions (which are limited by Internal Revenue Service regulations) for calendar years 1995 and 1994 were $9,240. Investment Funds Included Within the Plan - Participating employees 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 in the stocks of primarily 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 Rohr Stock Fund - A fund invested in the common stock of the Company. Prior to December 1, 1994 and under the Mellon Trust, each participating employee had the option of electing to invest: (1) 100% in either the Capital Accumulation Fund or the Equity Fund or (2) 50% in each fund. 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. No further employee contributions may be invested in Company securities, which were designated as the Rohr Stock Fund. The Company's contribution from March to October of 1992 was made in Rohr Legend Stock (excluding Hagerstown union employees) which was restricted for trading for a two year period. Beginning in October 1992 (February 1993 for Hagerstown union employees), Company contributions were made in cash which was used by the trustee to purchase Rohr common stock. Vesting Provisions of the Plan - The participants cumulatively vest 20% in the Company's contributions for each year in which they work 1,000 hours, up to 100%. Participants who were active on January 1, 1995 became 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 account upon retirement, death, entry into the armed forces, permanent and total disability, layoffs or any other reason. Participants separating from service for whatever reason, have the option of deferring distribution of savings until age 70-1/2. Rohr Stock Fund distributions may be paid in shares, with residual amounts (fractional shares) paid in cash. After December 1, 1994 distributions are paid in cash unless stock is requested. -7- 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 $0 and $3,907,638 at July 31, 1995 and 1994, respectively. 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 and is greater than two years old unless the participant has been in the Plan five years. 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 December 1, 1994, withdrawals by participants were made of all withdrawal amounts in each available category below (listed in descending order) before amounts in the next following category were withdrawn: 1. Participant contributions prior to August 1, 1983; 2. Company contributions prior to August 1, 1983; 3. Company contributions after July 31, 1983; 4. Rollover 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. Withdrawals are subject to the following conditions: 1. A partial withdrawal must be at least $100 and any additional amount must be in increments of $50. 2. An employee may not contribute more than 5% of his compensation to the Plan until 6 months after the last day of the month in which the notice of withdrawal is approved. Effective December 1, 1994 an employee may not contribute to the plan until 12 months after the hardship withdrawal is approved. 3. All Company contributions made prior to August 1, 1983 are fully vested and may be withdrawn. Any withdrawal attributable to contributions made by the Company after August 1, 1983 shall be restricted to the vested portion which has been held in such account for at least two years, unless the participant has been in the Plan for 60 months, in which case the participant may withdraw all contributions made by the Company after August 1, 1983. 4. A participant may make a hardship withdrawal of his pre-tax contributions, if such withdrawal is approved by the administering committee as required to relieve financial hardship caused by such matters as illness or disability to the employee or a dependent member of his immediate family, or a situation beyond the employee's control involving serious financial loss. -8- Forfeiture of Interest under the Plan - Upon a participant's or past 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 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 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. 3. INVESTMENTS Rohr, Inc. had 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 investments in net assets of the Master Trust Funds and the Plan's interest in each fund as of July 31, 1994 were as follows:
CAPITAL ROHR EQUITY ACCUMULATION STOCK JULY 31, 1994 FUND FUND FUND TOTAL Plan's interest 24.72% 88.34% 88.32% 37.65% Common stock $69,792,309 $3,994,107 $ 73,786,416 Preferred stock 2,751,490 2,751,490 United States government securities $59,656,289 59,656,289 Corporate obligations 74 74 Cash and cash equivalents 6,219,681 6,474,107 101,920 12,795,708 Other assets, net of liabilities (621,376) 1,152,967 (100,664) 430,927 ----------- ----------- ---------- ------------ Plan's investment $78,142,178 $67,283,363 $3,995,363 $149,420,904 =========== =========== ========== ============
On December 1, 1994, all assets of the Plan were transferred to Fidelity and invested in Fidelity managed mutual funds (see Note 1). -9- The Plan's interest in the Rohr Stock Fund represents 832,693 shares and 347,314 shares of Rohr, Inc. common stock as of July 31, 1995 and 1994, respectively. 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 (5.81% and 5.49% at July 31, 1995 and 1994). Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon Federal long-term rates (6.56% and 7.22% at July 31, 1995 and 1994). 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. 5. TAX STATUS The Company has obtained a determination letter and has filed for exempt status for the amended plan from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) and 401(k) of the Internal Revenue Code and is exempt from Federal income tax under Section 501(a) of the Code. 6. PARTICIPANT UNITS AND UNIT VALUES The ending monthly participant units and unit values for the year ended July 31, 1995 and 1994 were as follows:
CAPITAL EQUITY FUND ACCUMULATION FUND ROHR FUND ---------------------- ----------------------- ---------------------- 1994 UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE August, 1993 2,251,141 $ 9.78 18,193,624 $4.37 3,055,702 $1.11 September 8,054,748 9.75 18,161,568 4.38 2,816,402 1.08 October 7,961,878 9.92 17,957,952 4.39 2,868,256 1.16 November 7,787,072 9.84 17,449,494 4.39 2,918,933 1.32 December 7,844,814 10.02 16,986,073 4.40 2,919,257 1.64 January, 1994 7,915,992 10.43 17,020,020 4.43 3,003,960 1.58 February 7,943,660 10.12 16,809,393 4.39 3,045,568 1.48 March 7,719,112 9.60 15,793,435 4.36 2,999,581 1.35 April 7,676,866 9.76 15,648,901 4.34 3,046,382 1.28 May 7,732,626 9.86 15,676,213 4.35 3,100,623 1.39 June 7,765,250 9.68 15,556,658 4.35 3,321,411 1.53 July 7,841,506 9.97 15,311,509 4.39 3,241,164 1.68 CAPITAL EQUITY FUND ACCUMULATION FUND ROHR FUND ---------------------- ----------------------- ---------------------- 1995 UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE August, 1994 7,683,406 $10.35 14,723,518 $4.40 3,180,280 $1.51 September 7,624,954 10.13 14,639,409 4.38 3,219,586 1.34 October 7,562,633 10.20 14,595,317 4.39 3,271,439 1.33 November 7,533,390 9.81 14,308,576 4.37 3,311,836 1.33
Plan investments were not unitized effective December 1, 1994. As such, ending monthly participant units and unit values for periods subsequent to November 1994 are not presented. ****** -10- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT AS OF JULY 31, 1995 - --------------------------------------------------------------------------------
PLAN'S INVESTMENT PLAN'S INVESTMENT FUND AT COST AT FAIR VALUE Fidelity Growth and Income $ 35,646,076 $ 41,704,616 Fidelity Magellan 24,637,636 30,602,227 Fidelity Short-Term Bond Portfolio 20,899,473 20,905,907 Fidelity Asset Manager 20,163,474 22,044,178 Fidelity Asset Manager: Growth 11,431,132 13,000,518 Fidelity Disciplined Equity 10,752,007 12,791,246 Fidelity Retirement Money Market Portfolio 8,646,607 8,646,607 Fidelity Asset Manager: Income 6,889,354 7,366,162 Fidelity Overseas 6,334,437 6,993,239 Rohr Stock 4,509,608 12,375,768 ------------ ------------ Total assets held for investment $149,909,804 $176,430,468 ============ ============
-11- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. ITEM 27d - SCHEDULE OF SERIES REPORTABLE TRANSACTIONS YEAR ENDED JULY 31, 1995 - --------------------------------------------------------------------------------
CURRENT VALUE OF ASSET ON IDENTITY OF DESCRIPTION OF PURCHASE SELLING COST OF TRANSACTION NET GAIN PARTY INVOLVED ASSETS PRICE PRICE ASSET DATE (LOSS) Rohr Stock Mutual Fund $14,779,050 Rohr Stock Mutual Fund $ 1,495,460 $ 1,910,200 $ 1,495,460 $ (414,740) Magellan Mutual Fund 27,821,396 Magellan Mutual Fund 3,437,981 3,183,760 3,437,981 254,221 Growth and Income Mutual Fund 86,137,214 Growth and Income Mutual Fund 52,358,855 50,490,138 52,358,855 1,868,717 Overseas Mutual Fund 8,232,900 Overseas Mutual Fund 1,942,191 1,898,463 1,942,191 43,728 Asset Manager Mutual Fund 23,902,162 Asset Manager Mutual Fund 3,897,631 3,738,689 3,897,631 158,942 Disciplined Equity Mutual Fund 12,499,462 Disciplined Equity Mutual Fund 1,877,330 1,747,455 1,877,330 129,875 Asset Manager:Growth Mutual Fund 14,017,050 Asset Manager:Growth Mutual Fund 2,715,693 2,585,917 2,715,693 129,776 Asset Manager:Income Mutual Fund 8,118,298 Asset Manager:Income Mutual Fund 1,272,117 1,228,944 1,272,117 43,173 Short Term Bond Mutual Fund 67,908,609 Short Term Bond Mutual Fund 45,911,393 46,975,258 45,911,393 (1,063,865) Retirement Money Market Mutual Fund 13,525,318 Retirement Money Market Mutual Fund 4,875,141 4,875,141 4,875,141 0
-12- 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 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: January 18, 1996 13 EX-23 2 CONSENT OF D&T 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 3, 1995, 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, 1995. San Diego, California January 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----