-----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, Ew8ZUEqxGniWh8HuQOiKq/pc4/x291ay07EPAt1i9qQJrV+A5Q0nd8FKj6Fs+uU8 DIMLdlcJkgZYhFinyMBt2g== 0000898430-97-005260.txt : 19971212 0000898430-97-005260.hdr.sgml : 19971212 ACCESSION NUMBER: 0000898430-97-005260 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: 97736409 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 SAVINGS PLAN FOR COLLECTIVE BARGAINING 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 ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS ------------------------------------- (FULL TITLE OF THE PLAN) ROHR, INC. (NAME OF ISSUER OF THE SECURES 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. ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS (Restated, 1994) By: /s/ A.L. Majors ___________________________________ A.L. Majors, Chairman Administrative Committee for the Rohr, Inc., Savings Plan for Employees Covered by Collective Bargaining Agreements (Restated, 1994) Date: December 11, 1997 ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS 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
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, 1997 AND 1996 AND FOR THE YEARS THEN ENDED: Statements of Assets Available for Benefits 2 Statements of Changes in Assets Available for Benefits 3-4 Notes to Financial Statements 5-7 SUPPLEMENTAL SCHEDULES: Assets Held for Investment Purposes as of July 31, 1997 - Item 27a 8 Series of Reportable Transactions for the Year Ended July 31, 1997 - Item 27d 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. INDEPENDENT AUDITORS' REPORT Committee for the Administration of the Rohr, Inc. Savings Plans: We have audited the accompanying statements of assets available for benefits of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements 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 Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining Agreements 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 information by fund in the statements of changes in assets available for benefits is presented for the purpose of additional analysis rather than to present the changes in assets available for benefits of the individual funds. The supplemental schedules and supplemental information by fund are the responsibility of the Plan's management. Such supplemental schedules and supplemental information by fund 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 financial statements taken as a whole. /s/ Deloitte & Touche LLP November 7, 1997 -1- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1997 AND 1996 - -------------------------------------------------------------------------------------------------- ASSETS 1997 1996 INVESTMENTS: At fair value: Shares of registered investment companies: Fidelity Growth and Income Portfolio $ 18,740,652 $ 13,113,026 Fidelity Short-Term Bond Portfolio 6,117,211 6,468,407 Fidelity Retirement Money Market Portfolio 942,448 541,993 Rohr Stock Fund 865,948 830,206 ---------------- -------------- ASSETS AVAILABLE FOR BENEFITS $ 26,666,259 $ 20,953,632 ================ ==============
See notes to financial statements. ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1997 - ------------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND -------------------------------------------------------------- Fidelity Fidelity Fidelity Growth Short- Retirement Rohr and Term Money Stock Income Bond Market Fund Portfolio Portfolio Portfolio Total ADDITIONS: Contributions: Employees $ 61,277 $ 633,454 $ 284,808 $103,832 $ 1,083,371 Employer 25,748 251,440 117,750 39,393 434,331 -------- ----------- ---------- -------- ----------- 87,025 884,894 402,558 143,225 1,517,702 Net realized and unrealized appreciation in fair value of investments 64,927 4,972,336 28,086 5,065,349 Dividends and interest 750,158 398,865 39,312 1,188,335 -------- ----------- ---------- -------- ----------- 64,927 5,722,494 426,951 39,312 6,253,684 -------- ----------- ---------- -------- ----------- 151,952 6,607,388 829,509 182,537 7,771,386 DEDUCTIONS: -------- ----------- ---------- -------- ----------- Withdrawals and benefit payments 66,557 991,489 795,604 176,915 2,030,565 Administrative expenses 592 11,215 14,179 2,208 28,194 -------- ----------- ---------- -------- ----------- 67,149 1,002,704 809,783 179,123 2,058,759 -------- ----------- ---------- -------- ----------- NET INCREASE PRIOR TO INTERFUND TRANSFERS 84,803 5,604,684 19,726 3,414 5,712,627 INTERFUND TRANSFERS (49,061) 22,942 (370,922) 397,041 -------- ----------- ---------- -------- ----------- NET INCREASE (DECREASE) 35,742 5,627,626 (351,196) 400,455 5,712,627 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 830,206 13,113,026 6,468,407 541,993 20,953,632 -------- ----------- ---------- -------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $865,948 $18,740,652 $6,117,211 $942,448 $26,666,259 ======== =========== ========== ======== ===========
See notes to financial statements. -3- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1996 - ------------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------ Fidelity Fidelity Fidelity Growth Short- Retirement Rohr and Term Money Stock Income Bond Market Fund Portfolio Portfolio Portfolio Total ADDITIONS: Contributions: Employees $ 56,319 $ 485,814 $ 320,720 $ 44,945 $ 907,798 Employer 17,758 144,741 98,031 13,880 274,410 -------- ----------- ---------- -------- ----------- 74,077 630,555 418,751 58,825 1,182,208 Net realized and unrealized appreciation (depreciation) in fair value of investments 270,857 1,462,594 (95,240) 1,638,211 Dividends and interest 634,397 437,209 22,390 1,093,996 -------- ----------- ---------- -------- ----------- 270,857 2,096,991 341,969 22,390 2,732,207 -------- ----------- ---------- -------- ---------- 344,934 2,727,546 760,720 81,215 3,914,415 -------- ----------- ---------- -------- ----------- DEDUCTIONS: Withdrawals and benefit payments 62,590 1,569,108 742,625 838 2,375,161 Administrative expenses 1,746 13,278 11,070 1,508 27,602 -------- ----------- ---------- -------- ----------- 64,336 1,582,386 753,695 2,346 2,402,763 -------- ----------- ---------- -------- ----------- NET INCREASE PRIOR TO INTERFUND TRANSFERS 280,598 1,145,160 7,025 78,869 1,511,652 INTERFUND TRANSFERS (16,848) 566,691 (655,262) 105,419 -------- ----------- ---------- -------- ----------- NET INCREASE (DECREASE) 263,750 1,711,851 (648,237) 184,288 1,511,652 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 566,456 11,401,175 7,116,644 357,705 19,441,980 -------- ----------- ---------- -------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $830,206 $13,113,026 $6,468,407 $541,993 $20,953,632 ======== =========== ========== ======== =========== 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, 1997 AND 1996 - -------------------------------------------------------------------------------- 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 document for more complete information. GENERAL - The Plan is a defined contribution savings plan, first made effective January 1, 1966, and restated December 1, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The purpose of the Plan is to provide a regular savings and investment program for eligible employees of Rohr, Inc. and its subsidiaries. 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 - Upon enrollment in the Plan, each participant must elect to contribute certain dollar amounts, solely by payroll deductions made at each payroll date. The amount which may be specified and deducted from an Employee's payroll for each two week period ranges from $10 to $140. Effective for the last payroll period commencing in either February or June 1996, depending upon the bargaining unit of which the participant is a member, the Company will contribute an amount equal to fifty percent of the first $70 of the contribution made by each participant for any two-week period referred to above provided that the maximum Company contribution for any participant for any such two-week period shall be $35. Prior to the payroll periods referred to above, the Company's contribution was 25% of the first $70 of each participant's contribution for any two-week period. Notwithstanding the foregoing, the Company's aggregate contributions at any time will not exceed its then accumulated earnings and profits. The participants cumulatively vest 20% in the Company's contributions for each 12 months of service up to 100%. PARTICIPANTS' ACCOUNTS - Fidelity, the Plan's asset manager, maintains an account for each participant. The participants' accounts are credited for their contributions and the Company's contributions. The accounts are further adjusted for Plan fees and investment income or losses. WITHDRAWALS UNDER THE PLAN - Under the Plan, a participating employee or his legal successors will be entitled to a distribution of the value of the investments held in his or her account upon retirement, death, entry into the armed forces, permanent and total disability, layoff, or termination for other reasons. 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 70-1/2. Active employees must make a total withdrawal by April 1 following the calendar year they attain the age 70-1/2. Distribution of benefits are paid in cash, except for distributions from that portion of a participant's account which is allocated to the Rohr Stock Fund, which may be paid wholly or partly in Rohr, Inc. common stock shares at the Plan administrator's discretion. -5- 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. A participant may also make a partial withdrawal of the amounts in his or her account under the Plan if such a partial withdrawal is approved by the Plan administrator as being required to relieve financial hardship caused by such matters as illness or disability of the participant or a dependent member of his or her immediate family or a situation beyond the participant's control involving serious financial loss. Only one partial withdrawal may be made during any six month period, and for six months after such partial withdrawal no further contributions may be made by the participant or the Company for his or her account. Any partial withdrawal must be for at least $100, and any larger amount must be in added increments of $50. Withdrawals can only be made from fully vested Company contributions or from participant contributions that have been in the Plan at least seventeen quarters. FORFEITURE OF INTEREST UNDER THE PLAN - The value of investments in each participant's account attributable to the participant's own contributions is not subject to forfeiture. Any participant 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 BASIS OF ACCOUNTING - The Plan's financial statements are prepared on the accrual basis of accounting. INVESTMENT VALUATION - Plan investments are stated at fair value, as 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. PAYMENT OF BENEFITS - Benefits are recorded when paid. 3. INVESTMENT OPTIONS Under provisions of the Plan, participants may invest their savings in any combination of 25% increments in the following funds: THE FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - A portfolio invested in short-term money market securities with maturities less than 90 days. -6- 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 ROHR STOCK FUND - A fund invested in the common stock of the Company. 4. TAX STATUS The Company has obtained a determination letter dated August 30, 1995 from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) 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. * * * * * * -7- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (ITEM 27a OF FORM 5500) 31-Jul-97
- ----------------------------------------------------------------------------------------------------- IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE Fidelity Growth and Income Portfolio Mutual Fund $11,401,414 $18,740,652 Fidelity Short-Term Bond Portfolio Mutual Fund 6,173,589 6,117,211 Rohr Stock Fund Mutual Fund 548,562 865,948 Fidelity Retirement Money Market Portfolio Mutual Fund 942,448 942,448 ----------- ----------- Total assets held for investment $19,066,013 $26,666,259 =========== ===========
-8- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS
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 Assets (Loss) Fidelity Growth and Income Portfolio 159 $2,261,577 110 $1,606,403 $1,141,499 $464,904 Fidelity Short-Term Bond Portfolio 147 844,532 125 1,223,572 1,240,172 (16,600) Fidelity Retirement Money Market Portfolio 74 763,433 40 362,978 362,978
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. -9- EX-23 2 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 ---------- INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-14382 of Rohr, Inc. on Form S-8 of our report dated November 7, 1997, appearing in this Annual Report on Form 11-K of Rohr, Inc. Savings Plan for Employees Covered By Collective Bargaining Agreements for the year ended July 31, 1997. San Diego, California December 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----