-----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, Rvx7LXxwcAVOgTVQIAwGOxKI9tzBOX7Bdtxb4IysEw7HpGPH/b1FETRXQ4xZl4hO RKdljZSyVUDNH6tfogN31g== 0001017062-97-000100.txt : 19970203 0001017062-97-000100.hdr.sgml : 19970203 ACCESSION NUMBER: 0001017062-97-000100 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 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: 97512493 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. EMPLOYEES PRETAX SAVINGS PLAN 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 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, 1996 AND 1995 AND FOR THE YEARS THEN ENDED: Statements of Assets Available for Benefits 2 Statements of Changes in Assets Available for Benefits 3-6 Notes to Financial Statements 7-10 SUPPLEMENTAL SCHEDULES: Assets Held for Investment Purposes as of July 31, 1996 - Item 27a 11 Series of Reportable Transactions for the Year Ended July 31, 1996 - Item 27d 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. INDEPENDENT AUDITORS' REPORT To the Committee for the Administration of the Rohr, Inc. Savings Plans: We have audited the accompanying statements of assets available for benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") as of July 31, 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 Pretax Savings Plan for the Salaried Employees of Rohr, Inc. 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 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. San Diego, California January 8, 1997 -1- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF JULY 31, 1996 AND 1995
- - ----------------------------------------------------------------------------------------------- 1996 1995 INVESTMENTS: At fair value: Shares of registered investment companies: Fidelity Growth and Income Portfolio $ 53,094,877 $ 41,704,616 Fidelity Magellan Fund 30,756,274 30,602,227 Fidelity Asset Manager Fund 21,160,941 22,044,178 Fidelity Short-term Bond Portfolio 18,234,543 20,905,907 Fidelity Disciplined Equity Fund 16,158,262 12,791,246 Fidelity Asset Manager Growth Fund 13,313,551 13,000,518 Fidelity Retirement Money Market Portfolio 11,991,894 8,646,607 Fidelity Overseas Fund 7,783,809 6,993,239 Fidelity Asset Manager Income Fund 6,426,732 7,366,162 Rohr Stock Fund 16,529,491 12,375,768 Participant loans receivable 9,530,795 9,034,057 ------------ ------------ ASSETS AVAILABLE FOR BENEFITS $204,981,169 $185,464,525 ============ ============
See notes to financial statements. -2- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1996
- - --------------------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------------------------- Fidelity Growth Fidelity Fidelity and Fidelity Fidelity Asset Disciplined Income Magellan Overseas Manager Equity Portfolio Fund Fund Fund Fund ADDITIONS: Contributions: Employees $ 2,438,906 $ 2,537,221 $ 534,331 $ 1,089,838 $ 1,041,795 Employer 789,476 824,883 160,455 371,572 315,110 ----------- ----------- ----------- ----------- ----------- 3,228,382 3,362,104 694,786 1,461,410 1,356,905 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments 5,328,540 (7,284,671) 156,437 1,080,237 (1,082,562) Dividends and interest 2,337,974 7,046,528 144,438 720,952 1,640,084 Principal payments on loans 824,376 760,623 149,070 308,244 257,703 Interest payments on loans 135,115 128,818 24,797 41,747 43,110 ----------- ----------- ----------- ----------- ----------- 8,626,005 651,298 474,742 2,151,180 858,335 ----------- ----------- ----------- ----------- ----------- 11,854,387 4,013,402 1,169,528 3,612,590 2,215,240 ----------- ----------- ----------- ----------- ----------- DEDUCTIONS: Withdrawals and benefit payments 3,648,830 1,425,691 228,641 1,703,243 428,344 Administrative expenses 30,549 12,312 2,155 10,122 6,531 Loan disbursements 1,072,663 937,166 200,255 505,411 307,615 ----------- ----------- ----------- ----------- ----------- 4,752,042 2,375,169 431,051 2,218,776 742,490 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS 7,102,345 1,638,233 738,477 1,393,814 1,472,750 INTERFUND TRANSFERS 4,287,916 (1,484,186) 52,093 (2,277,051) 1,894,266 ----------- ----------- ----------- ----------- ----------- NET INCREASE (DECREASE) 11,390,261 154,047 790,570 (883,237) 3,367,016 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 41,704,616 30,602,227 6,993,239 22,044,178 12,791,246 ----------- ----------- ----------- ----------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $53,094,877 $30,756,274 $ 7,783,809 $21,160,941 $16,158,262 =========== =========== =========== =========== ===========
See notes to financial statements. -3-
- - ------------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND - - ------------------------------------------------------------------------------------------------------------------------------------ Fidelity Fidelity Fidelity Asset Asset Short- Retirement Manager Manager Term Money Rohr Participant Growth Income Bond Market Stock Loans Fund Fund Portfolio Portfolio Fund Receivable Total $ 849,894 $ 286,117 $ 871,710 $ 416,838 $ 144,216 $ 10,210,866 287,317 95,266 331,550 142,278 47,031 3,364,938 ----------- ---------- ----------- ----------- ----------- ------------ 1,137,211 381,383 1,203,260 559,116 191,247 13,575,804 1,086,486 92,558 (275,154) 5,553,843 4,655,714 197,421 368,211 1,248,932 487,357 14,191,897 272,309 78,768 419,924 168,913 72,475 $(3,312,405) 38,218 10,850 62,308 17,695 8,687 511,345 ----------- ---------- ----------- ----------- ----------- ----------- ------------ 1,594,434 550,387 1,456,010 673,965 5,635,005 (3,312,405) 19,358,956 ----------- ---------- ----------- ----------- ----------- ----------- ------------ 2,731,645 931,770 2,659,270 1,233,081 5,826,252 (3,312,405) 32,934,760 ----------- ---------- ----------- ----------- ----------- ----------- ------------ 549,469 856,141 1,765,244 1,163,214 1,097,949 438,457 13,305,223 5,751 3,620 18,119 11,008 12,726 112,893 363,434 99,686 448,480 228,254 84,636 (4,247,600) ----------- ---------- ----------- ----------- ----------- ----------- ------------ 918,654 959,447 2,231,843 1,402,476 1,195,311 (3,809,143) 13,418,116 1,812,991 (27,677) 427,427 (169,395) 4,630,941 496,738 19,516,644 (1,499,958) (911,753) (3,098,791) 3,514,682 (477,218) ----------- ---------- ----------- ----------- ----------- ----------- ------------ 313,033 (939,430) (2,671,364) 3,345,287 4,153,723 496,738 19,516,644 13,000,518 7,366,162 20,905,907 8,646,607 12,375,768 9,034,057 185,464,525 ----------- ---------- ----------- ----------- ----------- ----------- ------------ $13,313,551 $6,426,732 $18,234,543 $11,991,894 $16,529,491 $ 9,530,795 $204,981,169 =========== ========== =========== =========== =========== =========== ============
-4- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1995
- - ------------------------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL INFORMATION BY FUND ----------------------------------------------------------------------------------------------------------- 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 and interest 999,515 1,500,009 2,107,684 Principal payments on loans 723,123 607,555 522,195 Interest payments on loans 80,464 68,015 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 210,023 111,633 83,302 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 TRANSFERS (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) 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) ------------- ------------ ----------- ------------ ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 0 $ 0 $ 0 $ 41,704,616 ============= ============ =========== ============ - - ----------------------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND ---------------------------------------------------------------------------------------------------------- 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 6,218,811 702,530 2,039,645 Dividends and interest 95,145 577 273,262 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 2,599,782 ----------- ---------- ----------- 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 TRANSFERS 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 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) ----------- ---------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $30,602,227 $6,993,239 $22,044,178 =========== ========== ===========
See notes to financial statements. -5- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED JULY 31, 1995
- - -------------------------------------------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND - - -------------------------------------------------------------------------------------------------------------------------------- Fidelity Fidelity Fidelity Fidelity Asset Asset Fidelity Retirement Disciplined Manager Manager Short-Term Money Rohr Equity Growth Income Bond Market Stock Fund Fund Fund Portfolio Portfolio Fund ADDITIONS: Contributions: Employees $ 651,172 $ 736,360 $ 262,591 $ 921,082 $ 315,259 $ 76,045 Employer 169,554 206,515 74,628 276,840 108,039 675,227 ----------- ----------- ---------- ------------ ---------- ----------- 820,726 942,875 337,219 1,197,922 423,298 751,272 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments 2,169,114 1,699,161 519,979 (1,057,431) 3,371,867 Dividends and interest 253 1,463 110,025 1,366,427 221,249 2,111 Principal payments on loans 160,988 206,312 82,968 352,904 110,888 40,746 Interest payments on loans 24,011 29,460 9,657 49,489 10,782 8,375 ----------- ----------- ---------- ------------ ---------- ----------- 2,354,366 1,936,396 722,629 711,389 342,919 3,423,099 ----------- ----------- ---------- ------------ ---------- ----------- 3,175,092 2,879,271 1,059,848 1,909,311 766,217 4,174,371 ----------- ----------- ---------- ------------ ---------- ----------- DEDUCTIONS: Withdrawals and benefit payments 237,123 312,162 459,497 1,790,262 488,804 903,990 Administrative expenses 3,995 4,509 2,831 24,395 4,950 13,263 Loan disbursements 158,432 201,122 84,075 270,009 101,746 56,322 ----------- ----------- ---------- ------------ ---------- ----------- 399,550 517,793 546,403 2,084,666 595,500 973,575 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS 2,775,542 2,361,478 513,445 (175,355) 170,717 3,200,796 INTERFUND TRANSFERS 9,882,527 10,639,040 6,852,717 (41,930,225) 8,084,472 2,161,343 ----------- ----------- ---------- ------------ ---------- ----------- NET INCREASE (DECREASE) 12,658,069 13,000,518 7,366,162 (42,105,580) 8,255,189 5,362,139 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 3,995,363 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) 63,011,487 NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 133,177 391,418 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) 3,018,266 ----------- ----------- ---------- ------------ ---------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $12,791,246 $13,000,518 $7,366,162 $ 20,905,907 $8,646,607 $12,375,768 =========== =========== ========== ============ ========== =========== - - ------------------------------------------------------------------------------------------- SUPPLEMENTAL INFORMATION BY FUND - - ------------------------------------------------------------------------------------------- Participant Loans Receivable Total ADDITIONS: Contributions: Employees $ 9,203,338 Employer 2,780,674 ----------- 11,984,012 INVESTMENT ACTIVITY: Net realized and unrealized appreciation (depreciation) in fair value of investments 20,392,560 Dividends and interest 6,677,720 Principal payments on loans $(3,517,334) Interest payments on loans 473,839 ----------- ----------- (3,517,334) 27,544,119 ----------- ----------- (3,517,334) 39,528,131 ----------- ----------- DEDUCTIONS: Withdrawals and benefit payments 479,426 17,577,611 Administrative expenses 475,896 Loan disbursements (3,609,893) ----------- ----------- (3,130,467) 18,053,507 NET INCREASE (DECREASE) PRIOR TO INTERFUND TRANSFERS (386,867) 21,474,624 INTERFUND TRANSFERS ----------- ----------- NET INCREASE (DECREASE) (386,867) 21,474,624 ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 9,420,924 160,292,093 NET INCREASE (DECREASE) DUE TO TRANSFER TO FIDELITY (Note 1) NET INCREASE DUE TO TRANSFER FROM HTA (Note 1) 679,542 NET INCREASE DUE TO TRANSFER FROM ESOP (Note 1) 3,018,266 ----------- ----------- ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 9,034,057 $185,464,525 =========== ============
THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JULY 31, 1996 AND 1995 - - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL - The Plan is a defined contribution 401(k) plan, first made effective January 1, 1966, and restated, 1994. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective August 1, 1983, the Plan was amended and restated to incorporate the requirements for a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code and redesignated as The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. Effective December 1, 1994, all Rohr, Inc. Salaried Employee Stock Ownership (ESOP) investment balances were merged into the Plan. Effective January 19, 1995, all HTA Savings Plan investment balances were merged into the Plan. PURPOSE OF THE PLAN - The purposes of the Plan are to provide Eligible Employees with the opportunity to accumulate personal savings on a pretax and post tax basis with the assistance of Rohr, Inc. (the "Company") and to permit Participants to direct investment of their savings among a broad spectrum of investment funds, including a Rohr, Inc. stock fund, which shall be held for their benefit in the Plan. PARTICIPATION IN THE PLAN - Employees of the Company are eligible to participate in the Plan upon hire and part-time or temporary employees may participate if they work more than 1,000 hours per year. Employees need not be represented by a labor organization to be eligible. Prior to December 1, 1994, employees of the Company were eligible to participate in the Plan if they: (1) were 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 qualified gross pay. The Company contributes to each participating employee's account an amount equal to 75% of the first 4% of pre-tax savings. 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 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 1996 and 1995 were $9,500 and $9,240, respectively. -7- VESTING PROVISIONS OF THE PLAN -- Employees who became participants after January 1, 1995 cumulatively vest 20% in the Company's contributions for each year in which they work 1,000 hours. Participants who were active on January 1, 1995 are 100% vested. WITHDRAWALS UNDER THE PLAN -- Under the Plan, a participating employee or his legal successors will be entitled to a cash distribution of the vested value of the investments held in his or her account upon retirement, death, entry into the armed forces, permanent and total disability, layoffs or any other reason. Participants separating from service have the option of deferring distribution of savings until age 70-1/2. Participants may elect to have Rohr Stock Fund distributions paid in shares, with residual amounts (fractional shares) paid in cash. After December 1, 1994 distributions are paid in cash unless stock is requested. A participant may withdraw, not more than once each Plan year, an amount equal to all or a portion of the value of the investments held in the participant's account attributable to the participant's post tax and rollover contributions, and the value of the investments attributable to that portion of the Company's contributions that has become vested. Withdrawals by participants must be made of all withdrawal amounts in each available category below (listed in descending order) before amounts in the next following category may be withdrawn: 1. Participant Post Tax Contributions Account 2. Rollover Account; and 3. Company Matching Account Prior to age 59-1/2 participants are allowed to make withdrawals from their pretax contributions made after July 31, 1983 on a hardship basis only, subject to certain conditions as set forth in the Plan. FORFEITURE OF INTEREST UNDER THE PLAN -- Upon a participant's separation from service, the portion of investments attributable to contributions made by the Company which have not vested shall remain in such accounts. Such nonvested amounts shall be forfeited on the date which is 60 consecutive months after separation from service or cash-out. If the participant is rehired before such forfeiture, the nonvested portion shall remain in the participant's account. All amounts forfeited under the Plan will remain in the Plan and will be applied against future contributions to the Plan by the Company. If the Plan is terminated, any forfeited amounts not yet applied against Company contributions will accrue ratably to the remaining participants in the Plan at the date of termination. TERMINATION OF THE PLAN -- The Company expects the Plan to be permanent and continue indefinitely, but since future conditions affecting the Company cannot be anticipated or foreseen, Rohr, Inc. must necessarily and does hereby reserve the right in its sole discretion to amend, modify or terminate the Plan at any time. Upon termination of the Plan, the entire amount of each participant's account (including that portion of the account attributable to the Company's contributions which would not otherwise be vested) shall become fully vested and nonforfeitable. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING -- The Plan's financial statements are prepared on the accrual basis of accounting. -8- INVESTMENT VALUATION - Plan investments, except for participant loans, are stated at fair value, as determined by quoted market prices. Participant loans are carried at cost which approximates fair value. PAYMENT OF BENEFITS - Benefits are recorded when paid. 3. INVESTMENT OPTIONS Under provisions of the Plan, participants may invest their savings in any combination of the following funds: THE FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - A portfolio invested in short-term money market securities with maturities less than 90 days. THE FIDELITY SHORT-TERM BOND PORTFOLIO - A portfolio invested primarily in investment grade debt securities. THE FIDELITY GROWTH AND INCOME PORTFOLIO - A portfolio invested in a combination of U.S. and foreign stocks and debt securities. THE FIDELITY MAGELLAN FUND - A fund invested in the stocks of both well-known and lesser known companies. THE FIDELITY DISCIPLINED EQUITY FUND - A fund invested in a broad array of stocks. THE FIDELITY OVERSEAS FUND - A fund investing primarily in the stocks of foreign companies. THE FIDELITY ASSET MANAGER FUNDS - These three funds invest in a combination of foreign and domestic stocks, bonds and short-term securities. THE ROHR STOCK FUND - A fund invested in the common stock of the Company. Prior to December 1, 1994, 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 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. 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 (5.88% and 5.81% at July 31, 1996 and 1995, respectively). Principal residence loans have terms ranging from 1 to 15 years and provide fixed interest rates based upon federal long-term rates (6.90% and 6.56% at July 31, 1996 and 1995, respectively). Under either type of loan, employees may borrow up to 50% of the value of their vested account balance up to a maximum of $50,000. The minimum an employee may borrow is $500. In general, employee loans are payable in equal weekly or bi-weekly installments through payroll deductions and are secured by the participants interest in the Plan. -9- 5. TAX STATUS The Company obtained a determination letter dated August 8, 1996 from the Internal Revenue Service indicating that the Plan meets the requirements of Section 401(a) and 401(k) of the Internal Revenue Code and is exempt from Federal income tax under Section 501(a) of the Code. 6. 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 of the Plan were transferred to Fidelity Management Trust Company and invested in Fidelity managed mutual funds (see Note 1). 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 Fund -------------------------------- --------------------------------- -------------------------------- 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. 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 $43,581,451 $53,094,877 Fidelity Magellan Fund Mutual Fund 32,518,874 30,756,274 Fidelity Asset Manager Fund Mutual Fund 18,775,690 21,160,941 Fidelity Short-Term Bond Portfolio Mutual Fund 18,489,559 18,234,543 Rohr Stock Fund Mutual Fund 11,664,315 16,529,491 Fidelity Disciplined Equity Fund Mutual Fund 15,387,799 16,158,262 Fidelity Asset Manager: Growth Fund Mutual Fund 11,173,348 13,313,551 Fidelity Retirement Money Market Portfolio Mutual Fund 11,991,894 11,991,894 Fidelity Overseas Fund Mutual Fund 7,131,651 7,783,809 Fidelity Asset Manager: Income Fund Mutual Fund 6,009,113 6,426,732 Loans to participants 9,530,795 9,530,795 ------------ ------------ Total assets held for investment $186,254,489 $204,981,169 ============ ============
-11- THE PRETAX SAVINGS PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. SUPPLEMENTAL SCHEDULE OF SERIES OF REPORTABLE TRANSACTIONS (ITEM 27d OF FORM 5500) YEAR ENDED JULY 31, 1996
- - ------------------------------------------------------------------------------------------------------------------------------------ Purchases Sales ------------------------------- -------------------------------------------------------------------- Purchase Selling Cost of Net Gain Description Number Price Number Price Asset (Loss) Fidelity Magellan Fund 250 $22,564,995 239 $15,126,441 $14,683,757 $ 442,684 Fidelity Growth and Income Portfolio 253 22,706,600 242 16,613,290 14,771,224 1,842,066 Fidelity Overseas Fund 242 9,313,214 206 8,679,330 8,516,001 163,329 Fidelity Asset Manager Fund 225 3,565,849 213 5,529,318 4,953,632 575,686 Fidelity Disciplined Equity Fund 238 11,179,170 204 6,717,352 6,543,377 173,975 Fidelity Short-Term Bond Portfolio 240 4,629,929 229 7,023,343 7,039,842 (16,499) Fidelity Retirement Money Market Portfolio 243 26,775,737 232 23,430,451 23,430,451 0
NOTE: The transactions included in this schedule meet the definition of reportable transactions under Section 103 of the Employee Retirement Income Security Act of 1974 and consist of series of transactions during the year involving investment assets of an amount in excess of 5% of the current value of beginning Plan assets. -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 PLAN FOR THE SALARIED EMPLOYEES OF ROHR, INC. (Amended and Restated 1994) By: /s/ A. L. MAJORS --------------------------------- A. L. Majors, Chairman Administrative Committee for the Pretax Savings Plan for the Salaried Employees of Rohr, Inc. (Amended and Restated 1994) Date: January 27, 1997 -13- EX-23 2 INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-56529 of Rohr, Inc. on Form S-8 of our report dated January 8, 1997, appearing in this Annual Report on Form 11-K of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. for the year ended July 31, 1996. San Diego, California January 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----