<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
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 91910-4308
(Address of principal executive offices)
(619) 691-4111
(Telephone No.)
================================================================================
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- - -------------------------------------------------------------------------------
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 5-9
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 10
</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
To the Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of net assets available for benefits
of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc. 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 Pretax Savings Plan for
the Salaried Employees of Rohr, Inc. 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
1
<PAGE>
<TABLE>
<CAPTION>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1994 AND 1993
____________________________________________________________________________
1994 1993
<S> <C> <C>
INVESTMENTS IN MASTER TRUST FUNDS $149,420,904.00 $159,979,213.00
PARTICIPANT LOANS RECEIVABLE 9,420,924.00 12,201,522.00
INVESTMENT IN ROHR LEGEND STOCK 1,450,265.00 1,763,209.00
NET ASSETS AVAILABLE FOR BENEFITS $160,292,093.00 $173,943,944.00
</TABLE>
See notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1994
- - -----------------------------------------------------------------------------------------------------------------------------------
Capital Rohr Rohr Participant
Equity Accumulation Stock Legend Loans
Fund Fund Fund Stock Receivable Total
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $78,820,290 $ 79,542,526 $1,616,397 $1,763,209 $12,201,522 $173,943,944
ADDITIONS:
Contributions:
Employees 5,796,525 5,371,655 11,168,180
Employer 1,499,422 1,499,422
----------- ------------ ---------- -----------
5,796,525 5,371,655 1,499,422 12,667,602
Plan interest in Master Trust investment
income:
Net appreciation (depreciation) in fair value
of investments 1,239,032 (3,219,987) 896,221 (1,084,734)
Dividends 2,939,865 2,939,865
Interest 156,307 4,771,113 2,491 4,929,911
----------- ------------ ---------- ------------
4,335,204 1,551,126 898,712 6,785,042
Net appreciation in fair value of investments 391,138 391,138
Interest income 480,880 480,880
----------- ------------ ---------- ---------- ----------- ------------
10,131,729 6,922,781 2,398,134 391,138 480,880 20,324,662
Withdrawals and benefit payments 13,472,027 15,540,421 4,737 704,082 3,485,558 33,206,825
Administrative expenses 476,811 278,446 14,431 769,688
----------- ------------ ---------- ---------- ----------- ------------
13,948,838 15,818,867 19,168 704,082 3,485,558 33,976,513
----------- ------------ ---------- ---------- ----------- ------------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS (3,817,109) (8,896,086) 2,378,966 (312,944) (3,004,678) (13,651,851)
INTERFUND TRANSFERS 3,138,997 (3,363,077) 224,080
----------- ------------ ---------- ---------- ----------- ------------
NET INCREASE (DECREASE) (678,112) (12,259,163) 2,378,966 (312,944) (2,780,598) (13,651,851)
----------- ------------ ---------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $78,142,178 $ 67,283,363 $3,995,363 $1,450,265 $ 9,420,924 $160,292,093
=========== ============ ========== ========== =========== ============
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1993
__________________________________________________________________________________________________________________________________
Capital Rohr Rohr Participant
Equity Accumulation Stock Legend Loans
Fund Fund Fund Stock Receivable
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $71,109,316 $79,981,884 $ 71,152 $1,318,637 $10,345,773
ADDITIONS:
Contributions:
Employees 7,332,688 7,812,125
Employer 14,767 65,751 1,794,202 1,295,528
----------- ----------- ---------- ----------
7,347,455 7,877,876 1,794,202 1,295,528
Plan interest in Master Trust investment
income:
Net appreciation (depreciation) in fair value
of investments 5,429,872 746,657 (235,491)
Dividends 2,944,802
Interest 173,708 5,416,393 1,620.00
----------- ---------- ----------
8,548,382 6,163,050 (233,871)
Net depreciation in fair value of investments (492,075)
Interest income 426,640
----------- ---------- --------- --------- ---------
15,895,837 14,040,926 1,560,331 803,453 426,640
DEDUCTIONS:
Withdrawals and benefit payments 8,400,374 12,132,229 4,391 358,881
Administrative expenses 399,837 303,598 10,695
----------- ----------- ---------- --------- ---------
8,800,211 12,435,827 15,086 358,881
----------- ----------- ---------- --------- ---------
NET INCREASE PRIOR TO INTERFUND
TRANSFERS 7,095,626 1,605,099 1,545,245 444,572 426,640
INTERFUND TRANSFERS 615,348 (2,044,457) 1,429,109
----------- ----------- ---------- --------- ----------
NET INCREASE (DECREASE) 7,710,974 (439,358) 1,545,245 444,572 1,855,749
----------- ----------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $78,820,290 $79,542,526 $1,616,397 $1,763,209 $12,201,522
=========== =========== ========== ========== ===========
Total
<S> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $ 162,826,762
ADDITIONS:
Contributions:
Employees 15,144,813
Employer 3,170,248
------------
18,315,061
Plan interest in Master Trust investment
income:
Net appreciation (depreciation) in fair value
of investments 5,941,038
Dividends 2,944,802
Interest 5,591,721
----------
14,477,561
Net depreciation in fair value of investments (492,075)
Interest income 426,640
-----------
32,727,187
DEDUCTIONS:
Withdrawals and benefit payments 20,895,875
Administrative expenses 714,130
-------------
21,610,005
-------------
NET INCREASE PRIOR TO INTERFUND
TRANSFERS 11,117,182
INTERFUND TRANSFERS
-----------
NET INCREASE (DECREASE) 11,117,182
------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $173,943,944
==============
</TABLE>
See notes to financial statements.
4
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1994 AND 1993
- - -------------------------------------------------------------------------------
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 agreement for more
complete information.
General - The Plan is a profit sharing plan, first made effective January 1,
1966, and last amended December 7, 1992. 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.
Purpose of the Plan - The purpose of the Plan is to provide eligible
employees of Rohr, Inc. (the "Company") with the opportunity to accumulate
personal savings on a pretax basis with the Company's assistance and to
encourage participant's working productivity by permitting them to
participate in the potential growth of the company through interests in
Company stock 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 if they: (1) are actively employed on the last
business day of the Plan year in which they were employed and (2) are
represented by a labor organization which has signed an agreement making
this Plan applicable to such person or (3) are not represented by a labor
organization or (4) are temporary employees who have worked 1,000 hours or
more during the plan year.
Contributions under the Plan - Employees, except for highly compensated
individuals, may contribute up to 18% of their compensation into the Plan
through payroll deductions. The Company contributes to each participating
employee's account, except for executive participants wherein no matching is
made, an amount equal to 25% of the participant's contribution, not to
exceed 1-1/4% of the participant's annual compensation. The Company's
matching contribution was reduced from 50% of the participant's
contribution, not to exceed 2-1/2% of the participant's annual compensation,
effective October 1, 1992. The maximum employee contributions (which are
limited by Internal Revenue Service regulations) for calendar years 1994 and
1993 were $9,240 and $8,994, respectively.
Investment Funds Included Within the Plan - Each participating employee has
the option of electing to invest: (1) 100% in either the Capital
Accumulation Fund or the Equity Fund or (2) 50% in each fund.
The Capital Accumulation Fund is invested in fixed income debt obligations
of unaffiliated issuers. The Equity Fund is invested in a diversified
portfolio of equity and/or debt securities of unaffiliated issuers. No
further employee contributions may be invested in Company securities, which
are designated as the Rohr Stock Fund. The Company's contribution from March
to October of 1992 was made in Rohr Legend Stock (excluding Hagerstown union
employees) which is restricted for trading for a two year period. Beginning
in October 1992 (February 1993 for Hagerstown union employees), Company
contributions were made in cash which was used by the trustee to purchase
Rohr common stock.
5
<PAGE>
Vesting Provisions of the Plan - The participants cumulatively vest 20% in
the Company's contributions for each 12 months of service, up to 100%.
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 layoffs. Participants separating
from service for whatever reason, have the option of deferring distribution
of savings until age 65. Rohr Stock Fund distributions are paid in shares,
with residual amounts (fractional shares) paid in cash.
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 $3,907,638 and $5,579,380 at July
31, 1994 and 1993, respectively.
A participant may withdraw, not more than once each Plan year, an amount
equal to all or a portion of the value of the investments held in the
participant's account attributable to the participant's contributions, and
the value of the investments attributable to that portion of the Company's
contributions that has become vested and is greater than two years old until
the participant has been in the Plan 5 years.
Withdrawals by participants must be made of all withdrawal amounts in each
available category below (listed in descending order) before amounts in the
next following category may be withdrawn:
1. Participant contributions prior to August 1, 1983;
2. Company contributions prior to August 1, 1983;
3. Company contributions after July 31, 1983;
4. Transfers from employee benefit plans of other companies.
Prior to age 59-1/2 participants are allowed to make withdrawals from their
contributions made after July 31, 1983 on a hardship basis only.
Withdrawals are subject to the following conditions:
1. A partial withdrawal must be at least $100 and any additional amount
must be in increments of $50.
2. An employee may not contribute more than 5% of his compensation to the
Plan until 6 months after the last day of the month in which the notice
of withdrawal is approved.
3. All Company contributions made prior to August 1, 1983 are fully vested
and may be withdrawn. Any withdrawal attributable to contributions
made by the Company after August 1, 1983 shall be restricted to the
vested portion which has been held in such account for at least two
years, unless the participant has been in the Plan for 60 months, in
which case the participant may withdraw all contributions made by the
Company after August 1, 1983.
A participant may make a partial withdrawal of his contributions, if such a
partial withdrawal is approved by the administering committee as required to
relieve financial hardship caused by such matters as illness or disability
to the employee or a dependent member of his immediate family, or a
situation beyond the employee's control involving serious financial loss.
6
<PAGE>
Forfeiture of Interest under the Plan - Upon a participant's or past
participant's separation from service, the portion of investments
attributable to contributions made by the Company which have not vested
shall remain in such accounts. Such nonvested amounts shall be forfeited on
the date which is 60 consecutive months after separation from service. If
the participant is rehired before such forfeiture, the nonvested portion
shall remain in the participant's account.
All amounts forfeited under the Plan will remain in the Plan and will be
applied against future contributions to the Plan by the Company. If the Plan
is terminated, any forfeited amounts not yet applied against Company
contributions will accrue ratably to the remaining participants in the Plan
at the date of termination.
Termination of the Plan - The Company expects the Plan to be permanent and
continue indefinitely, but since future conditions affecting the Company
cannot be anticipated or foreseen, Rohr, Inc. must necessarily and does
hereby reserve the right in its sole discretion to amend, modify or
terminate the Plan at any time. Upon termination of the Plan, the entire
amount of each participant's account (including that portion of the account
attributable to the Company's contributions which would not otherwise be
vested) shall become fully vested and nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting. Plan investments are stated at fair value. Fair values were
determined by valuing securities at either closing prices on national stock
exchanges or at the average of bid and ask quotations for those securities
traded in the over-the-counter market.
3. INVESTMENTS
Rohr, Inc. 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 investments in net assets of the Master Trust
Funds and the Plan's interest in each fund 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 24.72% 88.34% 88.32% 37.65%
Common stock $ 69,792,309 $ 3,994,107 $ 73,786,416
Preferred stock 2,751,490 2,751,490
United States government securities $ 59,656,289 59,656,289
Corporate obligations 74 74
Cash and cash equivalents 6,219,681 6,474,107 101,920 12,795,708
Other assets, net of liabilities (621,376) 1,152,967 (100,664) 430,927
------------ ------------ ----------- ------------
Plan's investment $ 78,142,178 $ 67,283,363 $ 3,995,363 $149,420,904
============ ============ =========== ============
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Capital Rohr
Equity Accumulation Stock
July 31, 1993 Fund Fund Fund Total
<S> <C> <C> <C> <C>
Plan's interest 24.86% 88.09% 79.55% 39.08%
Common stock $70,917,026 $1,330,155 $72,247,181
Preferred stock 3,040,022 3,040,022
United States government securities 572,819 $63,484,047 64,056,866
Corporate obligations 226,206 226,206
Cash and cash equivalents 3,397,876 16,594,401 286,120 20,278,397
Other assets, net of liabilities 666,341 (535,922) 122 130,541
----------- ----------- ---------- ------------
Plan's investment $78,820,290 $79,542,526 $1,616,397 $159,979,213
=========== =========== ========== ============
</TABLE>
The Plan's interest in the Rohr Stock Fund represents 347,314 and 154,221
shares of Rohr, Inc. stock as of July 31, 1994 and 1993, respectively.
Beginning in fiscal 1992 the Company established the Rohr Legend Stock Fund
for the purpose of investing the employer contribution in restricted stock
of Rohr, Inc. which is restricted from trading for a two year period.
4. PARTICIPANT LOANS RECEIVABLE
Participant loans receivable consists 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
(5.49% and 3.88% at July 31, 1994 and 1993). Principal residence loans have
terms ranging from 1 to 15 years and provide fixed interest rates based upon
Federal long-term rates (7.22% and 6.41% at July 31, 1994 and 1993). Under
either type of loan, employees may borrow up to 50% of the value of their
vested account balance up to a maximum of $50,000. The minimum an employee
may borrow is $500. In general, employee loans are payable in equal weekly
or bi-weekly installments through payroll deductions.
5. TAX STATUS
The Company has obtained a determination letter 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.
8
<PAGE>
6. 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 Fund
-------------------------------- -------------------------- -------------------------
1994 Units Unit Value Units Unit Value Units Unit Value
<S> <C> <C> <C> <C> <C> <C>
August 2,251,141 $9.78 18,193,624 $4.37 3,055,702 $1.11
September 8,054,748 9.75 18,161,568 4.38 2,816,402 1.08
October 7,961,878 9.92 17,957,952 4.39 2,868,256 1.16
November 7,787,072 9.84 17,449,494 4.39 2,918,933 1.32
December 7,844,814 10.02 16,986,073 4.40 2,919,257 1.64
January 7,915,992 10.43 17,020,020 4.43 3,003,960 1.58
February 7,943,660 10.12 16,809,393 4.39 3,045,568 1.48
March 7,719,112 9.60 15,793,435 4.36 2,999,581 1.35
April 7,676,866 9.76 15,648,901 4.34 3,046,382 1.28
May 7,732,626 9.86 15,676,213 4.35 3,100,623 1.39
June 7,765,250 9.68 15,556,658 4.35 3,321,411 1.53
July 7,841,506 9.97 15,311,509 4.39 3,241,164 1.68
<CAPTION>
Capital
Equity Fund Accumulation Fund Rohr Fund
-------------------------------- ----------------------------- --------------------------
1993 Units Unit Value Units Unit Value Units Unit Value
<S> <C> <C> <C> <C> <C> <C>
August 8,446,965 $8.25 20,094,742 $4.07 1,201,539 $1.60
September 8,414,069 8.37 19,867,535 4.13 1,418,491 1.64
October 8,292,429 8.33 19,388,994 4.07 1,733,663 1.62
November 8,292,273 8.67 19,221,069 4.05 1,839,724 1.46
December 8,282,676 8.81 19,306,278 4.09 1,968,428 1.79
January 8,415,200 8.96 19,249,351 4.18 2,075,137 1.80
February 8,422,932 9.04 18,838,422 4.24 2,149,734 1.47
March 8,483,777 9.31 18,948,949 4.25 2,267,960 1.40
April 8,437,402 9.22 18,399,785 4.29 2,339,023 1.33
May 8,311,633 9.41 18,382,326 4.27 2,409,891 1.40
June 8,476,415 9.43 18,471,165 4.31 2,576,761 1.02
July 8,312,711 9.48 18,400,695 4.32 2,670,148 1.27
</TABLE>
* * * * * *
9
<PAGE>
<TABLE>
<CAPTION>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF JULY 31, 1994
- - ---------------------------------------------------------------------------------------------------------------------------------
No. of Shares
or Ownership Plan's Investment Plan's Investment
Interest At Cost at Fair Value
<S> <C> <C> <C>
Master Trust Funds:
Equity Fund 24.72% $ 71,308,078 $ 78,142,178
Capital Accumulation Fund 88.34% 68,381,897 67,283,363
Rohr Stock Fund 88.32% 3,494,289 3,995,363
Participant loans receivable 9,420,924 9,420,924
Rohr legend stock 126,110 1,720,677 1,450,265
------------ ------------
Total assets held for investment $154,325,865 $160,292,093
============ ============
</TABLE>
10
<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.
PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
By: A.L. MAJORS
_____________________________
A.L. Majors, Chairman
Administrative Committee for the
Pretax Savings Plan for the
Salaried Employees of
Rohr, Inc.
Date: November 17, 1994.
11
