<PAGE>
1994
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
[Fee Required]
For the fiscal year ended July 31, 1994
Commission File Number 1-6101
ROHR INDUSTRIES, INC.
SAVINGS PLAN FOR EMPLOYEES
COVERED BY COLLECTIVE BARGAINING AGREEMENTS
(RESTATED 1976)
-----------------------------------------
(Full Title of the Plan)
ROHR, INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-4308
(Address of principal executive offices)
(619) 691-4111
(Telephone No.)
===============================================================================
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
TABLE OF CONTENTS
______________________________________________________________________________
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF JULY 31, 1994 AND 1993
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3-4
Notes to Financial Statements 5-8
SCHEDULE AS OF JULY 31, 1994 PROVIDED IN COMPLIANCE
WITH THE DEPARTMENT OF LABOR RULES AND REGULATIONS
FOR REPORTING AND DISCLOSURES UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974:
Item 27a - Schedule of Assets Held for Investment 9
</TABLE>
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.
<PAGE>
(LETTERHEAD OF DELOITTE & TOUCHE LLP APPEARS HERE)
INDEPENDENT AUDITORS' REPORT
Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of net assets available for benefits
of the Rohr, Inc. Savings Plan for Employees Covered by Collective Bargaining
Agreements as of July 31, 1994 and 1993, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Rohr, Inc. Savings Plan
for Employees Covered by Collective Bargaining Agreements as of July 31, 1994
and 1993, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
accompanying table of contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 1994 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
October 19, 1994
________________
Deloitte Touche
Tohmatsu
International
________________
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<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1994 AND 1993
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
INVESTMENT IN MASTER TRUST FUNDS $19,384,092 $22,022,238
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $19,384,092 $22,022,238
=========== ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1994
- - ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital Rohr
Equity Accumulation Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $10,848,785 $10,757,888 $415,565 $22,022,238
ADDITIONS:
Contributions:
Employees 583,630 626,191 86,574 1,296,395
Employer 122,220 134,332 18,699 275,251
----------- ---------- ---------- -------------
705,850 760,523 105,273 1,571,646
Plan interest in Master Trust investment
income:
Net appreciation (depreciation) in fair
value of investments 174,414 (423,657) 138,691 (110,552)
Dividends 393,062 393,062
Interest 20,729 626,680 481 647,890
----------- ----------- --------- ------------
588,205 203,023 139,172 930,400
----------- ----------- --------- ------------
1,294,055 963,546 244,445 2,502,046
----------- ----------- ---------- ------------
DEDUCTIONS:
Withdrawals and benefit payments 2,241,600 2,676,182 113,700 5,031,482
Administrative expenses 68,226 36,142 4,342 108,710
----------- ----------- --------- ------------
2,309,826 2,712,324 118,042 5,140,192
----------- ----------- --------- ------------
NET INCREASE (DECREASE) PRIOR
TO INTERFUND TRANSFERS (1,015,771 (1,748,778) 126,403 (2,638,146)
INTERFUND TRANSFERS 137,664 (124,245) (13,419)
----------- ----------- --------- ------------
NET INCREASE (DECREASE) (878,107 (1,873,023) 112,984 (2,638,146)
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $ 9,970,678 $ 8,884,865 $ 528,549 $ 19,384,092
=========== =========== ========= ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1993
- - -------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital Rohr
Equity Accumulation Stock
Fund Fund Fund Total
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $11,016,371 $11,469,558 $554,432 $23,040,361
ADDITIONS:
Contributions:
Employees 745,420 887,236 160,862 1,793,518
Employer 314,270 380,695 70,278 765,243
----------- ------------ --------- ------------
1,059,690 1,267,931 231,140 2,558,761
Plan interest in Master Trust investment
income:
Net appreciation (depreciation) in fair
value of investments 797,790 106,800 (151,679) 752,911
Dividends 436,230 436,230
Interest 25,484 759,563 953 786,000
----------- ------------ --------- ------------
1,259,504 866,363 (150,726) 1,975,141
----------- ------------ --------- ------------
2,319,194 2,134,294 80,414 4,533,902
----------- ------------ --------- ------------
DEDUCTIONS:
Withdrawals and benefit payments 2,513,088 2,739,942 186,302 5,439,332
Administrative expenses 64,732 42,981 4,980 112,693
----------- ------------ --------- ------------
2,577,820 2,782,923 191,282 5,552,025
----------- ------------ --------- ------------
NET DECREASE PRIOR TO
INTERFUND TRANSFERS (258,626) (648,629) (110,868) (1,018,123)
INTERFUND TRANSFERS 91,040 (63,041) (27,999
----------- ------------ --------- ------------
NET DECREASE (167,586) (711,670) (138,867) (1,018,123)
----------- ------------ --------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR $10,848,785 $ 10,757,888 $ 415,565 $ 22,022,238
=========== ============ ========= ============
</TABLE>
See notes to financial statements.
-4-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1994 AND 1993
______________________________________________________________________________
1. DESCRIPTION OF THE PLAN
The following description of the Rohr, Inc. Savings Plan for Employees
Covered by Collective Bargaining Agreements (the "Plan") is provided for
general information purposes only. Participants should refer to the plan
agreement for more complete information.
General - The Plan is a profit sharing plan, first made effective January
1, 1966, and last amended October 1, 1993. It is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
Purpose of the Plan - The purpose of the Plan is to furnish eligible
employees with additional compensation by enabling and assisting them to
save at favorable terms and on a regular basis by setting aside part of
their earnings to augment their retirement income.
Participation in the Plan - Employees of Rohr, Inc. (the "Company") are
eligible to participate in the Plan if they: (1) are covered by a collective
bargaining agreement specifying that they are to be covered by the Plan and
(2) have completed 12 calendar months of employment.
Contributions under the Plan - Employees may, at their option, contribute
from $5 to $70 per two week pay period through payroll deductions. The
Company contributes to each participating employee's account an amount equal
to 25% of the amount contributed by the employee. The Company's contribution
was reduced from 50% of the amount contributed by the employee effective May
1, 1993. Contributions by the Company are made monthly, provided that the
aggregate contributions payable by the Company at any time do not exceed its
accumulated earnings and profits. Effective May 1, 1993, employee's may
elect to contribute up to an additional $70 per two week pay period which is
not eligible for matching contributions by the Company.
Investment Funds Included Within the Plan - The Capital Accumulation Fund is
invested in fixed income debt obligations of unaffiliated issuers. The
Equity Fund is invested in a diversified portfolio of equity and/or debt
securities of unaffiliated issuers. The Rohr Stock Fund is invested in
common stock of the Company.
Each participant has the option of electing to invest in the Capital
Accumulation Fund, Equity Fund or Rohr Stock Fund in any combination of 25%
increments.
Vesting Provisions of the Plan - The participants cumulatively vest 20% in
the Company's contributions for each 12 months of service up to 100%.
-5-
<PAGE>
Withdrawals under the Plan - Under the Plan, a participating employee or his
legal successors will be entitled to a cash distribution of the value of the
investments held in his account upon retirement, death, entry into the armed
forces, permanent and total disability, or layoff. Upon termination of
employment for any reason, participants have the option of deferring
distribution of savings until the later of retirement or attainment of age
65. Active employees must make a total withdrawal by April 1 following the
calendar year they attain the age 70-1/2.
A participant may voluntarily withdraw from the Plan but may not thereafter
become a participant in the Plan again until 12 months have elapsed. The
amount distributable upon withdrawal includes the full value of the
investments held in the withdrawing participant's account attributable to
his own contributions and the value of the investments attributable to that
portion of the Company's contributions that has become vested.
An employee may also make a partial withdrawal of amounts in his account
under the Plan if such a partial withdrawal is approved by the
administrative committee. Only one partial withdrawal may be made during any
six-month period, and for 6 months after any such partial withdrawal, no
further contributions may be made either by the employee or the Company for
his account. A partial withdrawal is limited to the value of a participant's
contributions which were made 17 or more quarters prior to the date of
withdrawal and the value of all Company contributions which are 100% vested.
The Plan does not reflect as liabilities amounts allocated to accounts of
persons who have elected to withdraw from the Plan but have not yet been
paid. Such withdrawals payable amounted to $681,151 and $1,318,268 at July
31, 1994 and 1993, respectively.
Forfeiture of Interest under the Plan - The value of investments in each
employee's account attributable to the employee's own contributions is not
subject to forfeiture. Any employee who voluntarily withdraws or whose
employment is terminated for reasons other than retirement, layoff for four
weeks or more, death, entry into the armed forces or permanent and total
disability will forfeit that portion of the value of his account
attributable to the Company's contributions in which no interest has vested.
All amounts forfeited under the Plan will remain in the Plan and will be
applied against future contributions to the Plan by the Company. If the Plan
is terminated, any forfeited amounts not yet applied against Company
contributions will accrue ratably to the remaining participants in the Plan
at the date of termination.
Termination of the Plan - The Company has the right to terminate the Plan at
any time, except as provided in any applicable provision in a collective
bargaining agreement whose term has not expired. Upon termination of the
Plan, the entire amount of each participant's account (including that
portion of the account attributable to the Company's contributions which
would not otherwise be vested) shall become fully vested and nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting. Plan investments are stated at fair value. Fair values were
determined by valuing securities at either closing prices on national stock
exchanges or at the average of bid and ask quotations for those securities
traded in the over-the-counter market.
-6-
<PAGE>
3. INVESTMENTS
Rohr, Inc. has established Master Trust Funds to provide a medium for the
commingling for investment purposes of assets held in trust by Mellon Bank,
N.A. under various employee benefit plans qualified under the Internal
Revenue Code and maintained by the Company.
The fair value of the Plan's investment in net assets of the Master Trust
Funds as of July 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
CAPITAL ROHR
EQUITY ACCUMULATION STOCK
JULY 31, 1994 FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Plan's interest 3.15% 11.66% 11.68% 4.88%
Common stock $ 8,905,263 $528,383 $ 9,433,646
Preferred stock 351,081 351,081
United States government securities $ 7,877,699 7,877,699
Cash and cash equivalents 793,610 854,915 13,483 1,662,008
Other assets, net of liabilities (79,276) 152,251 (13,317) 59,658
----------- ----------- -------- -----------
Plan's investment $ 9,970,678 $ 8,884,865 $528,549 $19,384,092
=========== =========== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
CAPITAL ROHR
EQUITY ACCUMULATION STOCK
JULY 31, 1993 FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Plan's interest 3.42% 11.91% 20.45% 4.02%
Common stock $ 9,760,983 $341,974 $10,102,957
Preferred stock 418,427 418,427
United States government securities 78,843 $ 8,586,027 8,664,870
Corporate Obligations 31,135 31,135
Cash and cash equivalents 467,682 2,244,343 73,559 2,785,584
Other assets, net of liabilities 91,715 (72,482) 32 19,265
----------- ----------- -------- -----------
Plan's investment $10,848,785 $10,757,888 $415,565 $22,022,238
=========== =========== ======== ===========
</TABLE>
The Plan's interest in the Rohr Stock Fund represents 45,946 and 39,649
shares of Rohr, Inc. stock as of July 31, 1994 and 1993 respectively.
4. TAX STATUS
The Company has obtained a determination letter from the Internal Revenue
Service indicating that the Plan meets the requirements of Section 401 (a)
of the Internal Revenue Code and is exempt from Federal income tax under
Section 501 (a) of the Code.
Participants are not subject to tax on Company contributions or on income
or gains in Plan funds until a distribution from the Plan, as determined
under Internal Revenue Service Rules, is made to them.
7
<PAGE>
5. PARTICIPANT UNITS AND UNIT VALUES
The ending monthly participant units and unit values for the years ending
July 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
Capital
Equity Fund Accumulation Fund Rohr Stock Fund
-------------------------------- -------------------------------- ------------------------------
1994 Units Unit Value Units Unit Value Units Unit Value
<S> <C> <C> <C> <C> <C> <C>
August 1,106,612 $9.80 2,480,262 $4.34 388,705 $1.07
September 1,088,375 9.77 2,384,360 4.35 340,277 $1.02
October 1,088,001 9.94 2,359,578 4.36 342,493 1.10
November 1,109,749 9.52 2,292,175 4.35 331,419 $1.29
December 1,064,921 10.04 2,217,511 4.37 321,762 $1.57
January 1,066,828 10.44 2,237,205 4.40 326,903 $1.51
February 1,062,729 10.13 2,208,743 4.36 324,202 $1.41
March 1,003,032 9.61 2,130,733 4.33 313,304 1.30
April 998,823 9.77 2,094,371 4.31 313,637 $1.23
May 1,004,227 9.87 2,106,452 4.31 319,237 $1.33
June 1,006,188 9.69 2,037,545 4.32 323,427 $1.47
July 999,577 9.97 2,033,383 4.37 328,455 $1.61
</TABLE>
<TABLE>
<CAPTION>
Capital
Equity Fund Accumulation Fund Rohr Stock Fund
-------------------------------- -------------------------------- ------------------------------
1993 Units Unit Value Units Unit Value Units Unit Value
<S> <C> <C> <C> <C> <C> <C>
August 1,304,056 $8.29 2,911,805 $4.03 350,992 $1.63
September 1,300,728 8.41 2,883,786 4.09 354,522 1.66
October 1,271,961 8.37 2,795,839 4.03 354,686 1.66
November 1,255,301 3.69 2,706,805 4.01 351,784 1.53
December 1,247,382 8.83 2,699,544 4.06 359,928 1.78
January 1,266,470 8.97 2,721,181 4.14 374,542 1.78
February 1,242,875 9.06 2,698,491 4.20 378,763 1.46
March 1,250,718 9.33 2,721,503 4.22 391,573 1.39
April 1,178,838 9.25 2,554,805 4.26 345,859 1.33
May 1,153,099 9.44 2,502,786 4.25 345,513 1.40
June 1,160,095 9.45 2,519,977 4.28 362,459 1.00
July 1,141,305 9.51 2,509,011 4.29 346,998 1.20
</TABLE>
******
-8-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF JULY 31, 1994
- - ------------------------------------------------------------------------
<TABLE>
<CAPTION>
Plan's Plan's Investment Plan's Investment
Master Trust Fund Interest At Cost at Fair Value
<S> <C> <C> <C>
Equity Fund 3.15% $ 8,832,487 $ 9,970,678
Capital Accumulation Fund 11.66% 8,999,477 8,884,865
Rohr Stock Fund 11.68% 690,599 528,549
----------- -----------
Total assets held for investment 4.88% $18,522,563 $19,384,092
=========== ===========
</TABLE>
-9-
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
ROHR INDUSTRIES, INC.
SAVINGS PLAN FOR EMPLOYEES
COVERED BY COLLECTIVE
BARGAINING AGREEMENTS
(Restated 1976)
By: A.L. MAJORS
______________________________
A.L. Majors, Chairman
Administrative Committee for the
Rohr Industries, Inc.,
Savings Plan for Employees
Covered by Collective Bargaining
Agreements (Restated, 1976)
Date: November 17, 1994
10
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement on Form
S-8 (File No. 33-14382) under the Securities Act of 1933 of Rohr, Inc., of our
report dated October 19, 1994, contained in the Annual Report on Form 11-K under
the Securities Exchange Act of 1934, for the year ended July 31, 1994, of the
Rohr Industries, Inc. Savings Plan for Employees Covered By Collective
Bargaining Agreement (Restated 1976).
San Diego, California
November 17, 1994
