-----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, Dt8rWLoyGXuYyCHUa9zbHOaw+1cCJUoBG5H8xzfdpEK/HAIiUYd0555SpilA8+UJ lTc4MnKkj9NMkuDOSdXPiQ== 0001017062-97-000098.txt : 19970203 0001017062-97-000098.hdr.sgml : 19970203 ACCESSION NUMBER: 0001017062-97-000098 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19970127 DATE AS OF CHANGE: 19970131 SROS: NYSE 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: 97512344 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 ROHR, INC. SAVINGS PLAN FOR EMPLOYEES 1996 ================================================================================ 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, 1996 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 Securities Held Pursuant to the Plan) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098 (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, 1996 AND 1995 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, 1996 - Item 27a 8 Series of Reportable Transactions for the Year Ended July 31, 1996 - 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, 1996 and 1995, 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, 1996 and 1995, 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 assets available for benefits and the statements of changes in assets available for benefits is presented for the purpose of additional analysis rather than to present the assets available for benefits and changes in assets 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. San Diego, California January 8, 1997 -1- ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREEMENTS STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1996 AND 1995 - - --------------------------------------------------------------------------------
1996 1995 ASSETS INVESTMENTS: At fair value: Shares of registered investment companies: Fidelity Growth and Income Portfolio $13,113,026 $11,401,175 Fidelity Short-Term Bond Portfolio 6,468,407 7,116,644 Fidelity Retirement Money Market Portfolio 541,993 357,705 Rohr Stock Fund 830,206 566,456 ----------- ----------- ASSETS AVAILABLE FOR BENEFITS $20,953,632 $19,441,980 =========== ===========
See notes to financial statements. -2- 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. -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, 1995
- - ------------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND ------------------------------------------------------------------ Fidelity Growth Capital Rohr and Equity Accumulation Stock Income Fund Fund Fund Portfolio ADDITIONS: Contributions: Employees $ 167,189 $ 167,906 $ 69,287 $ 340,222 Employer 37,596 38,482 15,200 74,365 ----------- ----------- -------- ----------- 204,785 206,388 84,487 414,587 Net realized and unrealized appreciation (depreciation) in fair value of investments (238,935) (219,972) 121,752 1,834,670 Dividends and interest 127,323 196,893 184 318,987 ----------- ----------- -------- ----------- (111,612) (23,079) 121,936 2,153,657 ----------- ----------- -------- ----------- 93,173 183,309 206,423 2,568,244 ----------- ----------- -------- ----------- DEDUCTIONS: Withdrawals and benefit payments 620,016 818,510 124,785 984,621 Administrative expenses 36,464 15,123 2,486 15,630 ----------- ----------- -------- ----------- 656,480 833,633 127,271 1,000,251 ----------- ----------- -------- ----------- NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS (563,307) (650,324) 79,152 1,567,993 INTERFUND TRANSFERS 148,010 (141,373) (41,245) 277,801 ----------- ----------- -------- ----------- NET INCREASE (DECREASE) (415,297) (791,697) 37,907 1,845,794 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 9,970,678 8,884,865 528,549 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) (9,555,381) (8,093,168) 9,555,381 ----------- ----------- -------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 0 $ 0 $566,456 $11,401,175 =========== =========== ======== =========== - - ---------------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND -------------------------------- Fidelity Fidelity Short- Retirement Term Money Bond Market Portfolio Portfolio Total ADDITIONS: Contributions: Employees $ 310,798 $ 10,617 $ 1,066,019 Employer 84,307 2,013 251,963 ---------- -------- ----------- 395,105 12,630 1,317,982 Net realized and unrealized appreciation (depreciation) in fair value of investments (31,362) 1,466,153 Dividends and interest 302,762 8,229 954,378 ---------- -------- ----------- 271,400 8,229 2,420,531 ---------- -------- ----------- 666,505 20,859 3,738,513 ---------- -------- ----------- DEDUCTIONS: Withdrawals and benefit payments 1,047,816 8,050 3,603,798 Administrative expenses 6,901 223 76,827 ---------- -------- ----------- 1,054,717 8,273 3,680,625 ---------- -------- ----------- NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS (388,212) 12,586 57,888 INTERFUND TRANSFERS (588,312) 345,119 ---------- -------- ----------- NET INCREASE (DECREASE) (976,524) 357,705 57,888 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 19,384,092 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) 8,093,168 ---------- -------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $7,116,644 $357,705 $19,441,980 ========== ======== ===========
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, 1996 AND 1995 - - -------------------------------------------------------------------------------- 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. CHANGE IN TRUSTEES - Effective December 1, 1994, the assets held by the Plan were transferred from Mellon Trust to the Fidelity Management Trust Company. All investments formerly held by Mellon Trust were effectively sold at their market values on this date and the proceeds transferred to Fidelity Management Trust Company ("Fidelity") and invested in Fidelity managed mutual funds. 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. Prior to December 1, 1994, such accounts were maintained by Rohr. 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 latter 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 is 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. 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. 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. THE FIDELITY SHORT-TERM BOND PORTFOLIO - A portfolio invested primarily in investment grade debt securities. -6- 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. Prior to December 1, 1994, each participant had the option of electing to invest in the Capital Accumulation Fund, Equity Fund or Rohr Stock Fund in any combination of 25% increments. The Capital Accumulation Fund was invested in fixed income debt obligations of unaffiliated issuers. The Equity Fund was invested in a diversified portfolio of equity and/or debt securities of unaffiliated issuers. The Rohr Stock Fund was invested in 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 and is exempt from Federal income tax under Section 501(a) of the Code. 5. PARTICIPANT UNITS AND UNIT VALUES Through November 30, 1994, the Plan's assets were invested in master trust funds, held in trust by Mellon Bank, N.A., which commingled the investment funds of various qualified employee benefit plans maintained by the Company. On December 1, 1994, all assets were transferred to Fidelity Management Trust Company and invested in Fidelity managed mutual funds. The ending monthly participant units and unit values of the Plan's investments in the master trust funds through November 30, 1994 were as follows:
CAPITAL EQUITY FUND ACCUMULATION FUND ROHR STOCK FUND ------------------------------------------------------------------------------------------- UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE August, 1994 976,755 $10.37 1,962,275 $4.37 322,614 $1.44 September 975,583 10.15 1,947,542 4.35 323,947 1.29 October 978,485 10.21 1,907,497 4.36 318,751 1.27 November 972,327 9.81 1,865,089 4.33 313,625 1.27
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. * * * * * * -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) July 31, 1996 - - --------------------------------------------------------------------------------
IDENTITY OF ISSUE DESCRIPTION COST FAIR VALUE Fidelity Growth and Income Portfolio Mutual Fund $10,281,335 $13,113,026 Fidelity Short-Term Bond Portfolio Mutual Fund 6,569,230 6,468,407 Rohr Stock Fund Mutual Fund 542,370 830,206 Fidelity Retirement Money Market Portfolio Mutual Fund 541,993 541,993 ----------- ----------- Total assets held for investment $17,934,928 $20,953,632 ----------- -----------
-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, 1996 - - ------------------------------------------------------------------------------------------------------------------ PURCHASES SALES ------------------------- -------------------------------------------------- PURCHASE SELLING COST OF NET GAIN DESCRIPTION NUMBER PRICE NUMBER PRICE ASSETS (LOSS) Fidelity Growth and Income Portfolio 160 $2,131,493 118 $1,883,376 $1,495,087 $388,289 Fidelity Short-Term Bond Portfolio 162 945,142 140 1,495,732 1,498,665 (2,933)
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- 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 Agreement (Restated, 1994) Date: January 27, 1997 -10- 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 January 8, 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, 1996. San Diego, California January 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----