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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ROHR, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ROHR, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
- --------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:_________________________________________________
(2) Form, Schedule or Registration Statement No.:___________________________
(3) Filing Party:___________________________________________________________
(4) Date Filed:_____________________________________________________________
Notes:
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[LOGO OF ROHR] ROHR, INC.
850 Lagoon Drive
Chula Vista, California 91910-4308
(619) 691-4111
October 28, 1994
Dear Shareholder:
You are cordially invited to attend the 1994 Annual Meeting of Shareholders
of Rohr, Inc. (the "Company"). It will be held at the offices of the Company,
850 Lagoon Drive, Chula Vista, California, on Saturday, December 3, 1994,
commencing at 10:30 a.m. The Board of Directors and the management of the
Company look forward to greeting personally those shareholders able to attend.
At the meeting you are being asked by the Company to elect three directors
(Proposal No. 1), to ratify the appointment of two additional directors
(Proposal No. 2) and to ratify the appointment of Deloitte & Touche LLP as
auditors (Proposal No. 3).
You are requested to give your prompt attention to these matters which are
more fully described in the accompanying Proxy Statement. You are urged to read
them carefully. For the reasons set forth therein, your Board of Directors
recommends a vote "FOR" Proposals 1, 2 and 3.
Whether or not you plan to attend the meeting in person, it is important that
your shares be represented and voted at the meeting. Accordingly, after reading
the enclosed Notice of Annual Meeting and Proxy Statement, you are urged to
sign, date and mail the enclosed Proxy Card in the envelope provided at your
earliest convenience.
By the time of the Annual Meeting, Mr. Wallace W. Booth and I will have
reached 72 years of age--the mandatory retirement age for non-executive members
of the Board of Directors. Accordingly, we will step down from the Board.
On behalf of the Board of Directors, and all of the employees of the Company,
I want to thank you for your cooperation and continued support.
Sincerely,
JAMES J. KERLEY
CHAIRMAN OF THE BOARD
<PAGE>
MAP APPEARS HERE
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Notice of Annual Meeting................................................... 1
Proxy Statement............................................................ 2
PROPOSAL NO. 1--ELECTION OF DIRECTORS...................................... 2
PROPOSAL NO. 2--APPROVAL OF APPOINTMENT OF DIRECTORS....................... 3
Committees of the Board of Directors....................................... 7
Directors' Beneficial Ownership and Compensation........................... 9
Cash Compensation........................................................ 9
Directors' Retirement Plan............................................... 9
Non-Employee Director Stock Option Plan.................................. 9
Stock Compensation Plan for Non-Employee Directors....................... 10
Executive Compensation and Development Committee
Report on Executive Compensation.......................................... 10
Summary Compensation Table............................................... 13
Option Grants in Last Fiscal year........................................ 14
Aggregated Option Exercises in Last Fiscal Year.......................... 16
Retirement Benefits...................................................... 16
Performance Graph........................................................ 18
Employment Contracts....................................................... 19
Indemnification and Severance.............................................. 19
Beneficial Ownership of Shares............................................. 20
PROPOSAL NO. 3--APPROVAL OF SELECTION OF AUDITORS.......................... 22
Financial Statements....................................................... 22
Shareholders' Proposals.................................................... 22
Shareholder Rights Plan.................................................... 22
Solicitation of Proxies.................................................... 22
Other Business............................................................. 23
</TABLE>
<PAGE>
[LOGO OF ROHR] ROHR, INC.
850 Lagoon Drive
Chula Vista, California 91910-4308
(619) 691-4111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 3, 1994
---------------
The Annual Meeting of the Shareholders of Rohr, Inc. (the "Company"), will be
held at the offices of the Company, 850 Lagoon Drive, Chula Vista, California,
on Saturday, December 3, 1994, at 10:30 a.m., local time, for the following
purposes:
1. Proposal No. 1. To elect three directors for three-year terms expiring
at the 1997 Annual Meeting of Shareholders (see page 2);
2. Proposal No. 2. To ratify the appointment by the Board of Directors of
two additional directors to serve the unfilled portions of terms expiring
at the 1996 Annual meeting of Shareholders (see page 3); and
3. Proposal No. 3. To ratify the appointment of Deloitte & Touche LLP as
the Company's independent auditors for fiscal year 1995 (see page 22);
and to transact such other business as may properly come before the meeting or
any adjournment thereof.
Shareholders of record on the books of the Company at the close of business
on October 7, 1994, will be entitled to vote at the meeting or any adjournment
thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING, REGARDLESS OF
THE NUMBER YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE WHEN MAILED IN THE UNITED STATES.
Shareholders who attend the meeting may vote in person even though they have
previously mailed their proxy.
Richard W. Madsen, Secretary
October 28, 1994
<PAGE>
[LOGO OF ROHR] ROHR, INC.
850 Lagoon Drive
Chula Vista, California 91910-4308
(619) 691-4111
October 28, 1994
PROXY STATEMENT
This Proxy Statement and its enclosures are being mailed to shareholders on
or about October 31, 1994.
The enclosed Proxy is solicited by the Board of Directors of Rohr, Inc. (the
"Company"), for use at the 1994 Annual Meeting of Shareholders. It may be
revoked by you at any time prior to its use by (i) providing a written
revocation to the Secretary of the Company at its offices or (ii) executing and
delivering a later-dated Proxy. Shareholders who attend the meeting may vote in
person even though they have previously submitted a Proxy. Shares represented
by an unrevoked Proxy will be voted as authorized by the shareholder.
Only shareholders of record at the close of business on October 7, 1994, will
be entitled to vote at the meeting. On that date, the outstanding voting
securities of the Company consisted of 18,053,932 shares of Common Stock.
Except for the election of directors as described below, each share is entitled
to one vote.
The representation in person or by proxy of at least one-half of the
outstanding shares entitled to vote is necessary to provide a quorum at the
meeting. Directors are elected by a plurality of shares present and voting. A
majority of the shares represented at the meeting is required for the approval
of the appointment of two directors to fill unexpired terms and for the
appointment of Deloitte & Touche LLP. Abstentions have the same effect as votes
against proposals presented to shareholders, other than in the election of
directors. "Non-votes," which occur when a nominee holding shares for a
beneficial owner that have been voted on one proposal does not vote on another
proposal because the nominee does not have discretionary voting power and has
not received instructions from the beneficial owner, will not be treated as
present or voting in person or by proxy on a proposal, and therefore will have
no effect on the outcome of a vote.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
The Company presently has twelve directors, three of whose terms expire at
the Annual Meeting. Unless marked to the contrary, the proxies received will be
voted for the election of Wayne M. Hoffman, Robert M. Price and Jack D. Steele
to serve as directors until the Annual Meeting in 1997 and/or until their
successors are elected or appointed and qualified. In the event any nominee
declines or becomes unavailable and a vacancy exists, which is not anticipated,
the persons named in the Proxy will vote for a substitute who shall be
designated by the Nomination and Board Affairs Committee of the Board of
Directors.
In the election of directors, shareholders or their proxies are entitled to
cumulate their votes, with each share having a number of votes equal to the
number of directors to be elected (three). These votes may be cast for one
candidate or distributed among the three candidates. On all other matters, each
share has only one vote. Proxies being solicited by the Board of Directors
include discretionary authority to cumulate votes.
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PROPOSAL NO. 2--APPROVAL OF THE APPOINTMENT OF DIRECTORS
Wallace W. Booth and James J. Kerley will have reached the mandatory
retirement age for non-executive directors and will step down from the Board.
The Board will appoint two existing directors, Sam F. Iacobellis and James R.
Wilson, to serve the unexpired terms of Messrs. Kerley and Booth. Shareholder
ratification of the appointment of Messrs. Iacobellis and Wilson to fill such
unexpired terms is not required by the Company's Bylaws or otherwise. However,
the Board is submitting this appointment to the shareholders for ratification
as a matter of good corporate practice. If the shareholders do not ratify the
appointment, the Board will meet to discuss such action.
NOMINEES AND CONTINUING DIRECTORS
The nominees for election as members of the Board of Directors and present
directors whose terms of office will continue after the Annual Meeting, with
information furnished to the Company by them as of October 7, 1994, are as
follows:
Nominees for Terms Expiring in 1997
[photo] WAYNE M. HOFFMAN
Mr. Hoffman, age 71, is the former Chairman of Tiger
International, Inc., and Flying Tiger Line, Los Angeles,
California, having served in those positions beginning
in September 1967 until his retirement in March 1986. He
is also a trustee of Aerospace Corporation. He has been
a director of Rohr since December 1982 and serves on the
Audit and Ethics Committee, the Employee Benefits
Oversight Committee, the Finance Committee and the
Nomination and Board Affairs Committee.
[photo] ROBERT M. PRICE
Mr. Price, age 64, has been a business consultant to a
number of major American corporations since January
1990, when he retired as Chairman of Control Data
Corporation (now renamed Ceridian), Minneapolis,
Minnesota. He was named President and Chief Operating
Officer of Control Data Corporation in 1980 and Chairman
and Chief Executive Officer in 1986, continuing as
president until 1988. He is also a director of
International Multifoods, Premark International, Public
Service Co. of New Mexico and Fourth Shift Corporation.
Additionally, he is a Chairman of the Alpha Center for
Public and Private Initiatives and serves on the boards
of the Minnesota Opera, the Minneapolis United Way, and
the Duke University's Fuqua School of Business Board of
Visitors. He became a director of the Company on June 7,
1991. He serves on the Executive Compensation and
Development Committee, the Nomination and Board Affairs
Committee, and the Technology Committee.
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[photo] JACK D. STEELE
Dr. Steele, age 70, is the former Chairman, Board
Services Division, Korn Ferry International, Los Angeles,
California, a position he assumed in June 1987. From 1975
to 1986, he was the Dean, School of Business
Administration, University of Southern California, Los
Angeles, California. He has held professorships at Texas
Tech University, the University of Kansas, Stanford
University, and Harvard University. He is an author in
the marketing and business fields and a consultant to a
number of major American corporations. He is also a
director of Glendale Federal Bank; Voice Technology
International; Storage Properties, Inc.; and Public
Storage, Inc. He has been a director of Rohr since
December 1976 and serves on the Audit and Ethics
Committee, the Employee Benefits Oversight Committee, and
the Nomination and Board Affairs Committee.
Ratification of Appointment for Terms Expiring in 1996
[photo] SAM F. IACOBELLIS
Mr. Iacobellis, age 65, has been the Executive Vice
President and Deputy Chairman for Major Programs at
Rockwell International, a diversified high-tech, global
corporation engaged in research, development and
manufacture of a wide range of products for commercial
and government markets, since June 1993. From July 1989
until assuming his current position, he served as
Executive Vice President and Chief Operating Officer of
that company. Prior to that, he was President--Aerospace
Operations. He joined North American Aviation, a
predecessor of Rockwell in 1952. Mr. Iacobellis was also
co-founder and Chairman of the Board of the Warner Center
Bank in Woodland Hills, California, from its inception in
1981 until its acquisition in 1990. He is a member of the
Board of Directors of the Los Angeles Area Chamber of
Commerce, the California Chamber of Commerce, the UCLA
Board of Visitors, the California State University
Foundation, a member of the California Business
Roundtable, a member of the California Business-Higher
Education Forum, and a member of the Executive Committee
and the Board of Governors of the Aerospace Industries
Association. Mr. Iacobellis became a Director of Rohr on
October 7, 1994. He serves on the Employee Benefits
Oversight Committee, the Executive Compensation and
Development Committee, and the Technology Committee.
[photo] JAMES R. WILSON
Mr. Wilson, age 53, assumed the position of President
and Chief Executive Officer of Thiokol Corporation on
October 7,1993. Mr. Wilson joined Thiokol in July 1989 as
Vice President and Chief Financial Officer and was named
Executive Vice President in October 1992. Thiokol is the
leading producer of solid propellant rocket motors in the
United States and supplies the U.S. space shuttle
program. Thiokol also produces a broad range of high
performance fasteners used in commercial aircraft and
various industrial applications. Prior to joining Thiokol
in 1989, Mr. Wilson served as Chief Financial Officer for
Circuit City Stores, Fairchild Industries and the Wicks
Companies. Earlier, he held various financial management
positions at
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<PAGE>
Textron Inc. He is a Trustee of the College of Wooster,
Wooster, Ohio. Mr. Wilson was appointed a Director of
Rohr on October 7, 1994. He serves on the Audit and
Ethics Committee, the Executive Compensation and
Development Committee, and the Finance Committee.
Other Directors with Terms Expiring in 1996
[photo] WALLACE W. BOOTH
Mr. Booth, age 72, retired as Chairman of the Board of
Ducommun Incorporated, Los Angeles, California, in
December 1988. From June 1978 until July 1988, he served
as Chairman of the Board, President and Chief Executive
Officer and a director of that company. Mr. Booth has
been a director of Rohr since February 1982. He is also
a director of Litton Industries, Inc.; First Interstate
Bank of California; and Navistar International
Corporation. He is a Trustee of the University of
Chicago. Mr. Booth is also a director of the Children's
Bureau Foundation of Southern California. He serves on
the Employee Benefits Oversight Committee, the Executive
Compensation and Development Committee, and the Finance
Committee. He will step down from the Board because he
has reached the mandatory retirement age for Directors.
[photo] JAMES J. KERLEY
Mr. Kerley, age 71, became Chairman of the Board, Chief
Executive Officer, and Chief Financial Officer on
January 7, 1993. On April 19, 1993, he relinquished the
title of Chief Executive Officer and on October 31,
1993, he relinquished the title of Chief Financial
Officer when he ceased to be an employee of the Company.
He has continued as the non-executive Chairman of the
Board. He serves on the Audit and Ethics Committee, the
Employee Benefits Oversight Committee, and the Finance
Committee. As the non-executive Chairman of the Board,
he serves on all other committees of the Board as an ex-
officio member. He retired as Vice Chairman of Emerson
Electric Company, St. Louis, Missouri, at the end of
1985, and from its Board of Directors in February 1987,
positions he had held since September 1981. He also
served as the Chief Financial Officer at Emerson
Electric Company from September 1981 to March 1984. He
is also a director of Sterling Chemicals, Inc.; Borg
Warner Automotive, Inc.; DTI Industries, Inc.; and ESCO
Electronics Corporation. He has been a director of Rohr
since October 1980 and previously served as a director
from June 1976 to February 1980. He will step down from
the Board because he will have reached the mandatory
retirement age for Directors.
[photo] ROBERT H. RAU
Robert H. Rau, age 58, was elected President and Chief
Executive Officer of the Company in April 1993. Prior to
joining the Company, Mr. Rau was an Executive Vice
President of Parker Hannifin Corporation and for the
past ten years had served as President of the Parker
Bertea Aerospace segment of Parker Hannifin. Parker
Bertea designs and produces a broad line of hydraulic,
fuel and pneumatic systems and components for
commercial, military and general aviation aircraft. He
joined Parker Hannifin in 1969 and held positions in
finance, program management and general management. Mr.
Rau has extensive experience in the aerospace industry.
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In addition, Mr. Rau is a member of the Board of
Governors of the Aerospace Industries Association and a
past Chairman of the General Aviation Manufacturers
Association. He became a director of the Company in
April 1993.
[photo] WILLIAM P. SOMMERS
Dr. Sommers, age 61, has served as the President and
Chief Executive Officer of SRI International since
January 1994. SRI International is a leading contract
research firm. Prior thereto, Dr. Sommers was an
Executive Vice President of Iameter, Inc., since
November 1992. Iameter, Inc., is a medical information
and education company. From 1963 until he retired in
1992, he was with Booz.Allen & Hamilton, Inc. He served
as a Senior Vice President, director and member of the
Office of the Chairman and in other senior management
positions. Dr. Sommers has extensive experience as a
management consultant to numerous technology-based
manufacturing and service firms. He became a director of
Rohr on September 9, 1992. He is also a director of SRI
International and Litton Industries, Inc.; a member of
the board of trustees of the Kemper Mutual Funds; a
director of Therapeutic Discovery Corp.; a former
trustee of the Criminal Justice Legal Foundation; and a
member of the National Advisory Council of the
University of Michigan, College of Engineering. He
serves on the Employee Benefits Oversight Committee, the
Finance Committee and the Technology Committee.
Continuing Directors with Terms Expiring in 1995
[photo] WALLACE BARNES
Mr. Barnes, age 68, has been the Chairman of Barnes
Group Inc. since March 1977, was Chief Executive Officer
from 1977 to 1991, and served as President of that
company from 1964 to 1977. Barnes Group, headquartered
in Bristol, Connecticut, is a publicly traded Fortune
500 company with three groups involved in automotive
maintenance and repair parts, precision springs and
custom metal parts, and aerospace components for gas
turbine engines. He became a director of the Company in
February 1989. He is also a director of Aetna Life &
Casualty Co., Loctite Corporation, Rogers Corp.,
Tradewind Turbines Corporation and Barnes Group Inc. He
serves on the Employee Benefits Oversight Committee, the
Executive Compensation and Development Committee and the
Technology Committee. Upon Mr. Kerley's retirement, Mr.
Barnes will become the non-executive Chairman of the
Board of Directors of the Company.
[photo] EUGENE E. COVERT
Professor Covert, age 68, has been a Professor in the
Department of Aeronautics and Astronautics of the
Massachusetts Institute of Technology, Cambridge,
Massachusetts, since 1968. From 1985 to 1990, he served
as Department Head. Professor Covert is also a
consultant to a number of major corporations as well as
to agencies of the United States and foreign
governments. He is a director of Allied-Signal Corp. and
Physical Sciences, Inc., and an Honorary Fellow of the
American Institute of Aeronautics and Astronautics. He
has been a director of Rohr since December 1986 and
serves on the Audit and Ethics Committee, the Nomination
and Board Affairs Committee, and the Technology
Committee.
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[photo] D. LARRY MOORE
Dr. Moore, age 58, has been the President and Chief
Operating Officer of Honeywell, Inc., a provider of
electronic automation and control systems located in
Minneapolis, Minnesota, since April 1993. From December
1990 until assuming his current position, he served as
Executive Vice President and Chief Operating Officer of
that company. Dr. Moore has been employed by Honeywell,
Inc., since December 1986, having also served as
President of its Space and Aviation Business. Dr. Moore
became a director of Rohr on December 7, 1991. He is
also a director of Honeywell, Inc.; the GEON Co.; the
Aerospace Industries Association; the National
Association of Manufacturers; and Abbott Northwestern
Hospital in Minneapolis, Minnesota. He serves on the
Audit and Ethics Committee, the Executive Compensation
and Development Committee and the Finance Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has formed the following standing committees of its
members to assist it in the discharge of its responsibilities: Audit and Ethics
Committee, Employee Benefits Oversight Committee, Executive Compensation and
Development Committee, Finance Committee, Nomination and Board Affairs
Committee, and Technology Committee. Memberships in the various committees are
assigned by action of the full Board of Directors.
The full Board of Directors met 11 times during fiscal 1994. Each Director
attended more than 75 percent of the aggregate of all Board of Directors'
meetings and meetings of standing committees of the Board of which he was a
member.
The function of each committee, its membership, and the number of meetings
held by it or its predecessor committee during fiscal year 1994 are shown
below:
THE AUDIT AND ETHICS COMMITTEE has two designated functions. In its audit
function, it reviews the Company's public financial statements to determine
that they comply with generally accepted accounting principles and Securities
and Exchange Commission requirements and that they present fairly the Company's
financial position and the results of its operations. The Committee also
assists the Board of Directors in carrying out its responsibility to ensure
that the Company's management controls are of sufficient quality to provide
reasonable assurances that the Company is complying with its policies as well
as all prevailing governmental legislation. In its ethics function, the
Committee focuses on the ethical quality of the Company's management by
supporting the establishment of an atmosphere within the Company which will
encourage employees to follow the policy of complying with all laws governing
Company operations and conducting its affairs in keeping with the highest legal
and ethical standards. The Committee currently consists entirely of directors
who are not officers and employees of the Company. The members are Mr. Hoffman,
Chairman; Messrs. Covert, Kerley, Moore, Steele and Wilson. During fiscal year
1994, the Committee met four times.
THE EMPLOYEE BENEFITS OVERSIGHT COMMITTEE approves the adoption of or
amendment to employee benefit plans, unless the financial effect of such
actions would exceed certain guidelines, in which case the full Board of
Directors takes such action. It appoints members of the management employee
benefits committee for funded plans, and oversees that committee's
establishment of investment policies and strategies and its appointment of
actuaries and its adoption of actuarial
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assumptions. The Committee appoints trustees for the plans and it also
determines the funding strategy, after coordination with the Finance Committee,
of underfunded pension plans. The Committee currently consists entirely of
directors who are not officers and employees of the Company. The members are
Dr. Sommers, Chairman; Messrs. Barnes, Booth, Hoffman, Iacobellis, Kerley and
Steele. During fiscal year 1994, the Committee met four times.
THE EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE establishes an executive
compensation program designed to attract, motivate and retain individuals of
exceptional ability to provide leadership in achieving quality in all aspects
of the Company's business. The Committee is responsible for determining the
annual base salary, short-term and long-term incentive compensation (including
stock awards), and other compensation of the executive officers of the Company.
In addition, the Committee reviews plans for executive management succession.
The membership of the Committee currently consists entirely of directors who
are not officers and employees of the Company. The members are Mr. Booth,
Chairman, as of the record date, Messrs. Barnes, Iacobellis, Moore, Price and
Wilson. During fiscal year 1994, the Committee met three times.
THE FINANCE COMMITTEE reviews and monitors the financial plans and capital
structure of the Company to ensure their conformance with the Company's
objectives for satisfactory customer and shareholder requirements. Currently,
the Committee consists of the Company's Chairman and four directors who are
neither officers nor employees of the Company. The members are Mr. Kerley,
Chairman; Messrs. Booth, Hoffman, Moore, Sommers and Wilson. During fiscal year
1994, the Committee met three times.
THE TECHNOLOGY COMMITTEE reviews corporate-wide technology matters, monitors
the implementation of new technology by the Company, and reviews the Company's
performance in the field to ensure conformance with the Company's plans for
growth, customer support, and maintenance of quality. The Committee also
reviews the application of technology to enhance the Company's ability to meet
and exceed customer requirements. The Committee currently consists entirely of
directors who are not officers and employees of the Company. The members are
Professor Covert, Chairman; Messrs. Barnes, Iacobellis, Price, and Sommers.
During fiscal year 1994, the Committee met twice.
THE NOMINATION AND BOARD AFFAIRS COMMITTEE, in order to focus on the need for
quality leadership of the Company, maintains appropriately broad-based
business-oriented membership for the Board of Directors, consisting of persons
who are knowledgeable, experienced and strategic-minded. The Committee consists
entirely of directors who are neither officers nor employees of the Company.
The members are Dr. Steele, Chairman; Messrs. Covert, Hoffman and Price. During
fiscal year 1994, the Committee met three times.
ANY SHAREHOLDER DESIRING TO MAKE RECOMMENDATIONS FOR POTENTIAL CANDIDATES FOR
CONSIDERATION BY THE COMMITTEE SHOULD SEND TIMELY NOTICE IN WRITING TO THE
SECRETARY OF THE COMPANY. TO BE TIMELY, SUCH NOTICE SHALL BE DELIVERED OR
MAILED AND RECEIVED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY NOT LESS
THAN SIXTY (60) DAYS NOR MORE THAN NINETY (90) DAYS PRIOR TO THE MEETING OF
ANNUAL SHAREHOLDERS. SUCH NOTICE SHALL SET FORTH: (I) AS TO EACH PERSON WHOM
THE SHAREHOLDER PROPOSES TO NOMINATE FOR ELECTION OR RE-ELECTION AS A DIRECTOR,
ALL INFORMATION RELATING TO SUCH PERSON THAT IS REQUIRED TO BE DISCLOSED IN
SOLICITATIONS OF PROXIES FOR ELECTION OF DIRECTORS PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, (INCLUDING SUCH PERSON'S WRITTEN CONSENT TO
BEING NAMED IN THE PROXY STATEMENT AS A NOMINEE AND TO SERVING AS A DIRECTOR IF
ELECTED); AND (II) AS TO THE SHAREHOLDER GIVING THE NOTICE (A) THE NAME AND
ADDRESS AS THEY APPEAR ON THE COMPANY'S BOOKS OF SUCH SHAREHOLDER, AND (B) THE
CLASS AND NUMBER OF SHARES OF THE COMPANY WHICH ARE BENEFICIALLY OWNED BY SUCH
SHAREHOLDER.
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DIRECTORS' BENEFICIAL OWNERSHIP AND COMPENSATION
The beneficial ownership of the directors and nominees in the stock of the
Company is shown under the caption "BENEFICIAL OWNERSHIP OF SHARES."
CASH COMPENSATION
Directors who are not employees of the Company receive annual cash
compensation of $25,000 (less the fair market value of 250 shares of the
Company's common stock granted yearly pursuant to the Company's 1991 Stock
Compensation Plan for Non-Employee Directors) for service on the Board of
Directors, including any committees of the Board on which they serve, plus
$1,000 for each meeting of the full Board of Directors and $750 ($1,000 in the
case of the Committee Chairperson) for each meeting of a Board committee that
they attend. The Company reimburses Directors for their expenses incurred in
connection with attending Board and Board committee meetings.
In connection with Mr. Kerley becoming the non-executive Chairman of the
Board of Directors on November 1, 1993, the Company agreed to provide certain
additional compensation to him. The agreement provides that Mr. Kerley receive
$45,000 per calendar year for his services as the non-employee Chairman of the
Board of Directors. In addition, Mr. Kerley receives $2,500 per day plus
appropriate expenses for consulting work--in excess of 18 days expected of him
as the non-employee Chairman--that he performs for the Company. See "Summary
Compensation Table."
DIRECTORS' RETIREMENT PLAN
The Company has a Directors' Retirement Plan which provides benefits
following retirement to any director who is not an employee of the Company at
the time of his or her retirement from the Board of Directors. Benefits under
the Plan commence as of the first day of the month following the earlier
occurrence of (i) a director achieving 72 years of age, or at such earlier
time as a director elects not to become a candidate to succeed himself as a
director, or (ii) the termination from service as a director (except for
termination for cause) following a "change in control" of the Company (as that
term is defined in the Plan), provided, among other things, such director was
a director on the date of such "change in control." The Company's Bylaws
currently provide that a director, upon reaching the age of 72 years, shall
retire from the Board of Directors at the next following annual meeting of
shareholders. The annual benefit to a retired director under the Plan is equal
to the annual retainer (including the value of the award of shares made under
the 1991 Stock Compensation Plan for Non-Employee Directors) being paid to
directors upon the date of retirement and is payable for a period equal to the
number of years and fractional years of service as a Company director. The
Plan also provides retirement benefits to a surviving spouse of a director
equal to the then-unpaid amount of benefits the director would have received
had he been retired and survived.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Under the 1988 Non-Employee Director Stock Option Plan, which was approved
by shareholders, an option to purchase 1,000 shares of Common Stock of the
Company is automatically granted on the first business day following each
annual meeting at which directors are elected to each director of the Company
who is at the time not an employee of the Company. The option exercise price
is equal to the fair market value of the stock on the date the option is
granted. Each option granted under the Plan becomes exercisable six months
after its date of grant and expires ten years after its date of grant,
provided, however, that each option that is not already exercisable shall
become immediately exercisable (i) if the optionee ceases to be a director
because of his or her death or total and permanent disability, or (ii) if a
"change in control," as such term is defined in the Plan, shall occur.
Pursuant to the Plan, on December 6, 1993, Messrs. Barnes, Booth, Covert,
Hoffman, Kerley, Moore, Price, Sommers and Steele each received an option for
1,000 shares of Common Stock at an option price of $8.875
9
<PAGE>
per share, for a total grant of nine options covering an aggregate of 9,000
shares of Common Stock during fiscal 1994. Mr. Rau, the Company's President and
Chief Executive Officer, as an employee, was ineligible to participate in the
Plan.
STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
The Shareholders of the Company adopted the 1991 Stock Compensation Plan for
Non-Employee Directors. Under the plan, the Company annually awards, issues or
delivers to each director who is not at the time an employee of the Company, in
partial consideration for the services rendered by such director during the
Company's prior fiscal year, 250 shares of the Company's Common Stock, subject
to certain adjustments. The plan provides for a pro-rated award if the director
has not served for the full preceding fiscal year.
On August 18, 1994, awards with respect to the 1994 fiscal year were
determined. Messrs. Barnes, Booth, Covert, Hoffman, Kerley, Moore, Price,
Sommers and Steele received awards of 250 shares each, for a total grant to all
eligible directors of 2,250 shares. On the award date, the Company's Common
Stock closed at $12 1/8. The value of these shares, $3,031.25 (250 shares at
$12 1/8 per share), reduces the amount of the annual cash retainer paid to
Directors on a dollar-for-dollar basis. Mr. Rau, the Company's President and
Chief Executive Officer, as an employee, was ineligible to participate in the
Plan.
EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation and Development Committee (the "Committee") is
responsible for determining the annual base salary, short-term and long-term
incentive compensation (including stock awards), and other compensation of the
executive officers. Each member of the Committee is a non-employee director.
This report describes the applicable policies of the Committee in establishing
the principal components of executive compensation during fiscal 1994.
Goals in Determining Executive Compensation; Philosophy of Compensation
The Company's integrated executive compensation program is intended to
accomplish the following goals:
1. Pay competitively to attract, retain and motivate capable executives.
2. Tie individual total compensation to the achievement of specific,
measurable goals related to the success of the Company and to the
performance of the individual and the executive team.
3. Align the financial interests of the executives with shareholder value.
In achieving the Company's compensation goals, the Committee believes a
significant portion of the executives' compensation should be at risk based on
the financial performance of the Company. Base salaries of executives are
intended to be moderate yet competitive, with the opportunity to earn the at-
risk annual and long-term incentive payments or awards so as to provide total
compensation which is equal to competitive levels for superior company
performance over a longer period of time. The financial goals for these
incentive compensation plans are reviewed and approved by the Committee at the
beginning of the fiscal year in conjunction with the Board of Directors'
approval of the Company's business plans.
In light of the financial environment of the Company and the industry at the
beginning of the current fiscal year, the Committee believed that cash
management and cash generation should be the top priority for management in
fiscal 1994, modified by net income. Accordingly, financial goals under the
10
<PAGE>
Management Incentive Plan for the year ending July 31, 1994, were so directed,
as described in more detail below. The Committee determined the financial goals
under the Management Incentive Plan for the current fiscal year 1995 should be
substantially the same, with the effect of the net income modifier somewhat
increased.
Factors and Information Generally Considered
The Committee considers the following matters in establishing executive
compensation: (a) Company performance, both in absolute terms and in relation
to similar companies; (b) the performance of each individual executive officer;
(c) periodically, the comparative compensation surveys and other material
concerning compensation levels and stock grants at similar companies; (d)
historical compensation levels and stock awards at the Company; (e) the overall
competitive environment for executives and the level of compensation necessary
to attract and retain executive talent; and (f) the input, from time to time,
of professional compensation consultants and management. The Committee assigns
no specific weight to any of the enumerated factors in establishing executive
compensation.
Companies used in comparative analyses for executive compensation purposes
are selected with the assistance of professional compensation consultants.
Selection of such similar companies is based on a variety of factors, including
financial criteria and industry classification. The companies used in
comparative analyses for executive compensation purposes include the companies
in the industry line-of-business index used in the Performance Graph, as well
as the following additional companies participating in the aerospace business,
most of which, however, are larger than the Company: Allied Signal Inc.; Coltec
Industries; FMC Corp.; GenCorp; General Electric Company; Harris Corp.;
Hercules, Incorporated; Hexcel Corp.; Honeywell, Inc.; LTV Corp.; Sundstrand
Corporation; Textron, Inc.; Thiokol Corporation; and TRW, Inc. The Committee
relies on a broad array of companies for comparative analysis of executive
compensation because the Committee believes that the Company's competitors for
executive talent are more varied than the industry line-of-business index
chosen for comparing shareholder return in the Performance Graph. The Company
believes it is slightly below the fiftieth percentile of the broad array of
companies in compensating its executives.
Executive Officers' Compensation in Fiscal 1994
The Company establishes pay grades for the executive officers, providing a
base salary range, annual incentive target and targeted periodic stock options
for each pay grade. The base salary ranges were established and are
reconsidered following a periodic review of comparative compensation data, and
the actual salary for executives in each range are established periodically;
the salary of each officer of the Company is established by the Committee.
Accountability for the achievement of the Company goals was the most
significant factor in determining base salary levels for executives in fiscal
1994.
The incentive targets for each pay grade are also established following a
comparative data review and these targets are expressed as a percentage of base
salary, although in some cases, somewhat higher targets were established on the
basis of the importance of the position to achieving overall Company success.
Annual awards under the Company's Management Incentive Plan are granted
directly in relation to the Company's achievement of specific performance
targets established each year by the Committee. The Committee's practice,
extending back for many years, has been to pay incentives under the Plan only
when earned by achievements of Plan objectives. In fiscal 1994, awards under
the Management Incentive Plan were structured at the beginning of the fiscal
year on the basis of achieving specified levels of operating cash flow as a
percentage of average operating assets. If the operating cash flow were seven
percent or less of operating assets, no awards would have been paid. Operating
cash flow in excess of that figure would produce awards in accordance with a
progressive scale. After-tax net income in fiscal 1994 was also considered. The
criteria for earning awards under this plan was achieved in fiscal 1994 (since
operating cash flow was 17.7% of operating assets) and,
11
<PAGE>
consequently, payments were made to the Company's executives. Awards for the
named highest compensated executives are shown under the heading "Executive
Compensation and Other Information," which information indicates that, for this
group in the aggregate, 39% of their salary plus their incentive payments under
the Management Incentive Plan was at risk based on financial performance of the
Company.
Each pay grade also had a targeted number of periodic stock options related
to the amount of base salary in order to further align the interests of the
executives with shareholder value. The number of options is determined so as to
be able to allow the executive to earn competitive total compensation for
superior company performance over a longer period of time. The vesting period
for the exercise of these options is generally in accordance with competitive
practices and is designed to retain the executive and lengthen the period of
time when such options must be earned by continued employment. In 1992, the
Committee altered its practice of making annual grants and made a one-time
grant in accordance with these guidelines, with the understanding that the
Committee would not grant additional options to existing executives during
fiscal 1993 through fiscal 1995, except to newly eligible employees and except
for grants to the three individuals who have been promoted to become senior
vice presidents.
Compensation of Robert H. Rau, President and Chief Executive Officer
Mr. Rau joined the Company as President and Chief Executive Officer in April
1993. His fiscal year 1994 compensation was set forth in an Employment
Agreement between Mr. Rau and the Company. In negotiating his compensation in
the Employment Agreement, the Committee considered comparative compensation
information, historical compensation levels for the position he accepted at the
Company and an evaluation of the level of compensation necessary to obtain his
services in light of industry and Company conditions. During fiscal year 1994,
the Company successfully implemented its turnaround strategy, including a
significant increase in cash flow from operations, improved operating income
from continuing operations (before taxes, interest and unusual items), and
significantly improved productivity. This was achieved during a period of
decreased Company sales, a substantial industry downturn, and generally
difficult economic conditions. The incentive portion of Mr. Rau's compensation
for fiscal 1994 was based upon achieving the incentive targets established
under the Management Incentive Plan.
The foregoing report has been approved by all members of the Committee.
THE EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
Wallace W. Booth, Chairman
Wallace Barnes
D. Larry Moore
Robert M. Price
October 6, 1994
12
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to, or on behalf of, the Company's
Chief Executive Officer, each of the four other most highly compensated
executive officers of the Company (determined as of the end of the last fiscal
year) and one highly compensated executive officer who served during part of
the last fiscal year but who was not an employee at last fiscal year end
(hereinafter referred to as the "Named Executive Officers") for the fiscal
years ended July 31, 1992, 1993 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------- -------------------- ----------
NUMBER
OF
OTHER SHARES
ANNUAL RESTRICTED COVERED
NAME AND PRINCIPAL FISCAL INCENTIVE COMPEN- STOCK BY LTIP
POSITION YEAR SALARY(1) BONUS(2) SATION AWARD(S)(3) OPTIONS PAYOUTS(4)
------------------ ------ --------- --------- -------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
R. H. Rau 1994 $499,423 $360,000 $ 62,282 $ 0 0 $ 0
President and 1993 126,539 112,500 68,830 775,000 100,000 0
Chief Executive Officer 1992 0 0 0 0 0 0
J. J. Kerley (5) 1994 $170,452(6) $200,000(7) $215,021(8) $ 0 1,000 $ 0
Chairman of the Board 1993 327,692 0 188,820 78,750 16,000 0
1992 0 0 0 0 1,000 0
J. R. Johnson 1994 $208,000 $114,800 $ 8,833 $57,000 10,000 $ 0
Senior Vice President, 1993 187,367 0 31,620 0 0 23,331
Programs, Technology
and 1992 164,118 77,080 43,762 0 39,392 16,665
Quality Assurance
R. W. Madsen 1994 $200,865 $111,100 $ 3,930 $ 0 0 $ 0
Vice President, 1993 193,613 0 19,102 0 0 $16,665
General Counsel and
Secretary 1992 169,352 31,085 38,668 0 39,392 $29,997
D. R. Watson 1994 $173,814 $ 93,500 $ 9,505 $97,500(9) 20,000 $ 0
Senior Vice President, 1993 154,493 0 25,639 0 0 $16,665
Customer Support and
Business 1992 127,186 51,844 28,301 0 30,412 $29,997
Development
G. A. Wetzler 1994 $170,725 $ 93,200 $ 9,715 $93,750 20,000 $ 0
Senior Vice President, 1993 145,546 0 28,504 0 0 13,332
Operations 1992 124,156 42,764 34,577 0 27,085 13,332
</TABLE>
NOTES TO SUMMARY COMPENSATION TABLE
(1) Under the Pretax Savings Plan for Salaried Employees of the Company
(Restated, 1983), a tax-qualified 401(k) plan which is available to all
salaried employees as of the first day of the Plan year (August 1), the
Company matches one-fourth of employee contributions which do not exceed 5%
of compensation. Effective October 1992, Company matching contributions for
participants on the executive and officer payrolls under this Plan were
suspended. Company contributions and the earnings thereon normally vest at
the rate of 20 percent per year until the fifth anniversary of a
participant's employment; after the fifth anniversary, such contributions
and earnings vest immediately. The maximum amount any person can contribute
in calendar year 1994 is limited by federal tax rules. The amounts
contributed by each of the Named Executive Officers with respect to fiscal
year 1994 were: Mr. Rau, $18,234; Mr. Kerley, $0; Mr. Johnson, $9,240; Mr.
Madsen, $9,240; Mr. Watson, $9,453; and Mr. Wetzler, $10,661.
(2) Under the Company's Management Incentive Plan (Restated, 1982) (the "MIP"),
annual incentive payments are provided for officers and other high-level
executives (including employees who also serve on the Board of Directors)
having a direct impact on the success of the Company. The MIP is
administered by the Executive Compensation and Development Committee of the
Board of Directors which reviews and considers individual awards
recommended by management and establishes the annual financial performance
objectives under the Plan. For fiscal years 1992 and 1993, cash awards
could be earned pursuant to a formula based on the extent to which the
Company's financial performance during the fiscal year met or exceeded
certain predetermined objectives and an evaluation of each participant's
individual performance. During fiscal year 1994, the Company adopted an
incentive formula designed to reward top leadership for achieving targeted
cash generation from operations, asset management and net income. Payments
under
13
<PAGE>
this formula were based on the amount of cash generated from operating
activities as a percentage of average net assets employed, adjusted to
consider net income earned by the Company. The full Board of Directors
approved the formula and a management committee recommendation of who would
participate in the Plan and such participants' level of participation by
assigning a specific number of participation units to each participant.
Notwithstanding any incentive payments earned under the formula, the Board
of Directors may, at its sole discretion, elect not to make any payments if
it determines that such payments would be inappropriate.
(3) The amount of Restricted Stock awarded to the Named Executive Officers
during fiscal year 1994, all at $1.00 per share, was as follows: Mr.
Johnson, 6,000 shares; Mr. Wetzler, 10,000 shares; and Mr. Watson, 10,000
shares. The restrictions on these shares lapse ratably over the five years
following the date of the purchase of the stock under the award and, in all
cases, are subject to acceleration of such schedule upon a change in
control of the Company. Dividends, if any, are payable on restricted stock
prior to the lapsing of the restrictions. At the end of the fiscal year,
the number and the value of the unreleased restricted stock held by Mr. Rau
were 87,500 shares at a value of $918,750; by Mr. Kerley, 7,500 shares at a
value of $78,750; by Mr. Johnson, 6,000 shares at a value of $63,000; by
Mr. Madsen, $0; by Mr. Watson, 1,600 shares at a value of $16,800; and by
Mr. Wetzler, 10,400 shares at a value of $109,200.
(4) This column consists of Long-Term Incentive Plan Payments under the
Company's Performance Unit Plan, which Plan is now inactive.
(5) Mr. Kerley became the Chairman of the Board, Chief Executive Officer and
Chief Financial Officer on January 7, 1993. On April 19, 1993, he
relinguished the title of Chief Executive Officer and, on October 31, 1993,
he relinguished the title of Chief Financial Officer when he resigned as an
employee of the Company. The compensation shown here includes amounts paid
in fiscal year 1994 or to be paid to him in 1995 for his service to the
Company in fiscal year 1994.
(6) This compilation is in addition to amounts paid to Mr. Kerley for his
service as a member of the Board of Directors which is discussed under
Directors' Beneficial Ownership and Compensation.
(7) Mr. Kerley received incentive compensation of $100,000 with respect to
fiscal year 1994 which was paid in September 1994 and an additional
$100,000 for services to the Company which will be paid in calendar year
1995.
(8) The amount includes consulting fees of $161,350 which is discussed under
Directors' Beneficial Ownership and Compensation.
(9) Mr. Watson was awarded 10,000 shares of restricted stock during fiscal year
1994 which he purchased on August 25, 1994.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options to
purchase the Company's common stock granted in fiscal 1994 to the Named
Executive Officers.
INDIVIDUAL GRANTS(1)
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS
GRANTED TO
EMPLOYEES EXERCISE GRANT DATE
OPTIONS IN FISCAL OR BASE EXPIRATION PRESENT
NAME GRANTED YEAR PRICE ($/SH) DATE VALUE $(2)
---- ------- ---------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
R. H. Rau................ 0 0 $ 0 -- $ 0
President and Chief
Executive Officer
J. J. Kerley............. 1,000 1% $ 8.75 12-06-03 $ 5,820
Chairman of the Board
(3)
J. R. Johnson ........... 10,000 9% $10.25 06-02-04 $ 66,700
Senior Vice Pres.,
Programs, Technology
and Quality Assurance
R. W. Madsen............. 0 0 0 -- 0
Vice President, General
Counsel and
Secretary
D. R. Watson............. 20,000 18% $10.25 06-02-04 $133,400
Senior Vice Pres.,
Customer Support
and Business Development
G. A. Wetzler............ 20,000 18% $10.25 06-02-04 $133,400
Senior Vice President,
Operations
</TABLE>
14
<PAGE>
NOTES TO THE OPTION GRANTS TABLE
(1) 1989 Stock Incentive Plan. The shareholders approved the 1989 Stock
Incentive Plan (the "Plan") under which salaried employees are eligible to
receive stock options, restricted stock, and various other stock-based
awards. Subject to certain adjustments, up to 2,500,000 shares of Common
Stock may be sold or issued under the Plan, which has no specific
termination date except that tax benefited incentive stock options may not
be granted after July 31, 1999. The terms and conditions of the stock-based
awards are determined by the Executive Compensation and Development
Committee of the Board of Directors (the "Committee") on each grant date
and may include provisions for the exercise price, expiration, vesting, and
restriction on sale and forfeiture, as applicable.
The nonqualified stock options granted provide for an option purchase price
equal to the fair market value of the option shares on the date of grant,
must expire not later than ten years after the date of grant (subject to an
earlier termination schedule in the case of varying types of retirement or
other termination of employment) and will not be transferable by the option
holder during his or her lifetime. Options issued to Messrs. Johnson,
Wetzler and Watson will become exercisable ratably over five years. No
stand-alone stock appreciation rights have been granted, and none of the
options carry tandem stock appreciation rights. An option for 1,000 shares
was issued to Mr. Kerley under the Non-Employee Director Stock Option Plan,
vesting six months from date of grant.
(2) The values were calculated using the Black-Scholes option pricing model.
Assumptions used in the model include a stock volatility of 0.456 and 0.434
for the options granted at $8.75 and $10.25 per share, respectively, using
end-of-month price data for the common stock for a 37-month period
preceding the option grant date; a risk-free interest rate of 6.25%; future
dividend yield of zero percent; and an exercise price equal to the fair
market value of the stock at the date of grant. The actual value that an
executive may realize, if any, will depend on the amount by which the stock
price at the time of exercise exceeds the exercise price, which is the fair
market value of the stock at the time of grant. There is no assurance that
any executive will receive the amounts estimated by the Black-Scholes
model.
(3) These options were granted to Mr. Kerley in connection with his service as
a director and are discussed at "Directors' Beneficial Ownership and
Compensation--Non-Employee Director Stock Option Plan."
15
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES(1)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END OPTIONS AT FY-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(2)
---- ------------------------- ----------------------------
<S> <C> <C>
R. H. Rau .............. 25,000/75,000 $65,625/$196,875
President and Chief Ex-
ecutive Officer
J. J. Kerley ........... 9,750/11,250 4,219/1,406
Chairman of the Board
J. R. Johnson .......... 45,396/27,196 15,047/27,547
Senior Vice President,
Programs, Technology
and Quality Assurance
R. W. Madsen............ 40,196/17,196 15,047/15,047
Vice President, General
Counsel and Secretary
D. R. Watson............ 40,456/32,956 11,337/36,337
Senior Vice President,
Customer Support and
Business Development
G. A. Wetzler........... 34,993/31,592 10,144/35,143
Senior Vice President,
Operations
</TABLE>
- --------
(1) No Named Executive Officer exercised any options during the last fiscal
year.
(2) The value of exercised/unexercised options is based on a closing price of
$11 1/2 per share on July 31, 1994.
RETIREMENT BENEFITS
Under the Company's Salaried Retirement Plan (the "QRP" or "Qualified
Retirement Plan"), certain benefits are available to eligible salaried
employees of the Company and its subsidiaries. The monthly benefits for normal
retirement of persons having sufficient credited service to qualify under the
plan are 1 1/2 percent (2 percent for service accrued prior to January 1, 1987)
of an employee's average monthly "compensation," which as to the named
executive officers is comprised of "salary" and "incentive bonuses" paid and
shown on the Summary Compensation Table during the highest five consecutive of
the employee's final ten years of employment with the Company, multiplied by
the number of years of service (up to a maximum of 35 years), and reduced by
the maximum offset of federal Social Security benefits permitted by law. Under
the QRP, participants may, under certain conditions, provide a portion of their
benefits to their surviving spouses after their death. Benefits will also be
provided for early retirement, and vested benefits are provided for employees
who terminate after at least five years of credited service.
In addition to the QRP for all eligible salaried employees, the Company
maintains a Supplemental Retirement Plan (the "SRP") for officers and other key
executive employees. Under the SRP, the Company will supplement the benefits
payable from the QRP, if necessary, by an amount sufficient to raise total
benefits up to the level prescribed by the SRP. The combined monthly benefit
level prescribed by the SRP for normal retirement ordinarily is 2 percent of an
employee's average monthly "compensation" during the highest five consecutive
of the preceding ten years, multiplied by the number of years of service (up to
a maximum of 35 years), and reduced by the maximum offset of federal Social
Security benefits permitted by law. (The term "compensation" is the same as
defined in the Qualified Retirement Plan, except that it also includes the
effect of any bonuses deferred by the
16
<PAGE>
recipient. In certain cases approved by the Board of Directors, a higher
percentage than 2 percent can be provided, but only if the monthly benefit does
not exceed 60 percent of compensation, reduced by federal Social Security
benefits.) Benefits are also provided for disability retirement and for early
retirement, based on years of credited service at the time of such disability
or early retirement.
During fiscal 1994, the Company paid $828,249 to 67 retired participants
under the SRP. No amounts have been "set aside" for any person under the SRP
since the plan is unfunded and benefits are determinable and payable only upon
such person's retirement pursuant to the formula described above. However, the
Company has accrued on its books an actuarially computed amount relative to the
Company's obligations under the SRP.
Mr. Rau's Employment Agreement (see "Employment Contracts") provides for
retirement benefits at age 62 as follows: $360,000 per year to be increased by
$1,800 for each month that Mr. Rau's retirement is delayed past the age of 62.
This amount is to be reduced by the pension he receives from his former
employer, or other pension benefits payable from the Company, except payments
made pursuant to the Company's 401(k) Plan or similar plan of his former
employer. The retirement benefit will be payable to Mr. Rau, his spouse, or his
estate for ten years following his date of retirement and shall continue beyond
such ten years until the death of both Mr. Rau and his surviving spouse. In
addition, the Company has purchased an insurance contract to guarantee the
payment of Mr. Rau's benefits.
The following table illustrates the estimated annual pension benefits which
would be provided at age 65 under the QRP and the Company's unfunded SRP, after
applicable deductions for Social Security benefits, to salaried employees
having specified average annual remuneration and years of service. The years of
credited service as of July 31, 1994, for the Named Executive Officers are: Mr.
Rau, 2 years; Mr. Johnson, 15 years; Mr. Madsen, 21 years; Mr. Watson, 7 years;
and Mr. Wetzler, 15 years. Mr. Kerley is not eligible for a retirement benefit
under either the QRP or the SRP.
APPROXIMATE ANNUAL BENEFIT FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
AVERAGE ANNUAL
COMPENSATION FOR
HIGHEST CONSECUTIVE
FIVE YEARS DURING LAST
TEN YEARS
BEFORE RETIREMENT 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
---------------------- --------------- --------------- --------------- --------------- ---------------
QRP SRP QRP SRP QRP SRP QRP SRP QRP SRP
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000............. $15,618 $ 4,059 $23,118 $ 6,559 $30,618 $ 9,059 $38,118 $11,559 $45,618 $14,059
$150,000............. 26,868 7,809 38,118 11,559 49,368 15,309 60,618 19,059 71,868 22,809
$200,000............. 26,868 22,809 38,118 31,559 49,368 40,309 60,618 49,059 71,868 57,809
$250,000............. 26,868 37,809 38,118 51,559 49,368 65,309 60,618 79,059 71,868 92,809
$300,000............. 26,868 52,809 38,118 71,559 49,368 90,309 60,618 109,059 71,868 127,809
$400,000............. 26,868 82,809 38,118 111,559 49,368 140,309 60,618 169,059 71,868 197,809
$500,000............. 26,868 112,809 38,118 151,559 49,368 190,309 60,618 229,059 71,868 267,809
$600,000............. 26,868 142,809 38,118 191,559 49,368 240,309 60,618 289,059 71,868 337,809
</TABLE>
17
<PAGE>
PERFORMANCE GRAPH
Regulations of the Securities and Exchange Commission require that a proxy
statement relating to the annual election of directors include a line graph
comparing the cumulative total shareholder return on a company's common stock
with the cumulative total return of (1) the Standard & Poor's 500 Stock Index
(S&P 500), and (2) an industry line-of-business index. The Board of Directors
and the Executive Compensation and Development Committee have approved the use
of Standard & Poor's Aerospace and Defense Index for the line-of-business
index, which consists of the following companies: Boeing Co., General Dynamics
Corp., Lockheed Corp., Martin Marietta Corp., Northrop Grumman Corp., Raytheon
Co., Rockwell International Corp., and United Technologies Corp.
The following graph compares the five-year cumulative total return on the
Company's common stock to the total return of the S&P 500 and the Standard &
Poor's Aerospace and Defense Index. The table assumes that, in each case, an
investment of $100 was made on August 1, 1989, and all dividends, if any, were
reinvested. (The Company has not paid a cash dividend on its common stock since
1975.) Returns are for the fiscal year ended July 31 of each year.
The Board of Directors and the Executive Compensation and Development
Committee recognize that the market price of the Company's common stock is
influenced by many factors, one of which is the individual performance of the
Company. The stock price performance shown on the graph is not necessarily
indicative of future price performance. The Company will not make nor endorse
any predictions as to the future performance of the Company's common stock.
(PERFORMANCE GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Rohr, Inc. ........................ $100 $ 75.30 $ 75.71 $ 35.22 $ 27.94 $ 37.25
Aerospace/Defense.................. 100 110.21 115.52 117.38 149.88 171.36
S&P 500 Comp-Ltd................... 100 106.50 120.09 135.45 147.27 154.87
</TABLE>
18
<PAGE>
EMPLOYMENT CONTRACTS
Robert H. Rau. The Company has entered into an Employment Agreement with Mr.
Rau in connection with his employment as President and Chief Executive Officer
of the Company. That Agreement provides that Mr. Rau's employment may not be
terminated by the Company before July 31, 1996, other than for cause. In
addition, the Agreement provides that beginning on January 1, 1996, the term of
Mr. Rau's employment is automatically extended for successive yearly periods
unless either Mr. Rau or the Board of Directors terminates the contract on one
year's advance notice. The Agreement provides Mr. Rau with the following
compensation for the current and future years: a base rate per annum paid in
installments equal to $500,000 during fiscal year 1994, and for fiscal year
1995, the greater of $500,000 or an amount adopted by the Board of Directors.
Also, the following bonuses will be paid to Mr. Rau for future years: $120,000
promptly following determination of the financial results for fiscal year 1995
(which amount may be increased up to $360,000 by the Board of Directors for
outstanding performance). The Agreement further provides that Mr. Rau receive
stock awards as follows: 100,000 shares of restricted stock at $1.00 per share
vesting at 12.5 percent per year; a stock grant bonus equal to 40,000 shares of
the Company's common stock (at no additional consideration to Mr. Rau); and an
option to purchase 100,000 shares of the Company's common stock at $8.875 per
share (the then-current market value) vesting at 25 percent per year. The
Agreement provides a change-of-control provision as follows: if a change of
control occurs during the initial term of Mr. Rau's employment, he will receive
a severance payment equal to 150 percent of the base salary at the time of
termination as CEO, which shall be payable for the remainder of his then-
existing term, provided such amount paid shall not be less than a sum equal to
380 percent of the Annual Base Compensation Rate. If a change in control occurs
after the initial term, Mr. Rau shall receive a severance payment at least
equivalent to that provided to other company officers. The provisions for Mr.
Rau's retirement under this Agreement are shown at "Retirement Benefits."
James J. Kerley. The Company has entered into a Consulting Agreement with Mr.
Kerley in order to secure his expertise in the area of providing financial and
other counseling advice. The term of the Agreement covers calendar year 1995
and provides that Mr. Kerley shall be compensated at the rate of $30,000 plus
$2,500 per day for days of counseling in excess of the ten days which are
required by the Agreement. The Agreement further provides that during the term
of the Agreement Mr. Kerley will refrain from engaging in any business similar
to or competing with the business of the Company unless approved in writing by
the Company.
INDEMNIFICATION AND SEVERANCE
Pursuant to Bylaw changes previously adopted by the shareholders, the Company
has entered into Indemnity Agreements, in a form also approved by the
shareholders, with each director, the executive officers named in the Summary
Compensation Table, and other officers, providing for indemnification. The
Indemnity Agreements provide that the Company will pay any amount which an
indemnitee is legally obligated to pay because of claims which may be made
against such indemnitee based on any act or omission or neglect or breach of
duty, including any error, misstatement, or misleading statement, committed,
attempted or allegedly committed or attempted by the indemnitee in his capacity
as a director or officer, or any matter claimed against him solely by reason of
his serving as such director or officer. However, no indemnification is
provided in cases involving dishonesty or improper personal profit, or for a
claim for an accounting of profits made in connection with a violation of
Section 16(b) of the Securities Exchange Act of 1934. Furthermore,
indemnification is provided by the Company only after the exhaustion of all
insurance proceeds under the Company's officers' and directors' liability
insurance policy. The payments to be made under the Indemnity Agreements
include the amounts of all claims, liabilities, settlements, and costs,
including defense costs and costs of attachment or similar bonds, except that
the Company is not obligated to pay fines or other fees imposed by law which
the Company is prohibited by law from paying.
19
<PAGE>
The Company also has made severance arrangements with each of the executive
officers named in the Summary Compensation Table and with all of its other
officers providing for a severance payment of two times base pay and a target
award under the Management Incentive Plan to any such officer in the event he
is terminated (other than by death, permanent and total disability, certain
retirements, or terminations which are voluntary or for cause) within two years
following a change in control. For these purposes, a change in control is
defined as a merger, consolidation or liquidation of the Company; the
acquisition of 20 percent of the Company's Common Stock; the sale, mortgage,
lease or other transfer (other than in the ordinary course of business) of 50
percent of the Company's assets or earning power; the receiving of the benefits
of any loan, advance, guarantee, pledge, other financial assistance or tax
credit or advantage provided by the Company to any person or group which owns
15 percent or more of the Common Stock of the Company on conditions not less
favorable to the Company than the Company would be able to obtain in arm's-
length negotiations; or if a majority of the Board of Directors is nominated
and elected by other than the current Board and its nominees and successors.
Insurance benefits are also provided until the earliest to occur of such
officer obtaining new employment or reaching age 65.
The Company also has approved modifications to preserve the benefits to all
of its officers and directors previously granted under its stock incentive,
stock option, restricted stock, retirement, and health care plans, in the event
of a change of control (as defined above) which results in a termination of
employment other than voluntarily or for cause. These provisions allow any
officer so terminated after a change in control to exercise all of his stock
options within three months after termination of his employment; fully vest any
terminated officer in his benefit, if any, as calculated under the Supplemental
Retirement Plan (and allow the retirement of any terminated director, under the
Directors' Retirement Plan); waive the Company's repurchase options under the
restricted stock plans for any terminated officer; and obligate the Company to
indemnify any terminated officer from the federal excise tax effects of the
foregoing under Section 67 of the Internal Revenue Code.
BENEFICIAL OWNERSHIP OF SHARES*
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Officers, directors and greater-than-10-
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, or written representations from certain
reporting persons regarding such forms, the Company believes that, during
fiscal year 1994, all filing requirements applicable to its officers,
directors, and greater-than-10-percent beneficial owners were complied with.
The Company's Common Stock is listed for trading on the New York and Pacific
Stock Exchanges, under the symbol "RHR", and on The Stock Exchange, London.
The following table sets forth, as of October 7, 1994, the persons believed
by the Company to be the beneficial owners of more than five percent of the
Company's Common Stock:
<TABLE>
<CAPTION>
AMOUNT PERCENT
NAME AND ADDRESS OF TITLE OF BENEFICIALLY OF
BENEFICIAL OWNER CLASS OWNED CLASS
------------------- ------------ ------------ -------
<S> <C> <C> <C>
Wisconsin Investment Board.............. Common Stock 1,669,300 9.3%
121 E. Wilson Street, 2nd Floor
Madison, WI 53702
</TABLE>
- --------
*Owners of the Company's Common Stock also own, on a one-for-one basis,
rights (the "Rights") to purchase from the Company one one-hundredths (
1/100) of a share of Series C Preferred Stock per Right, exercisable upon
the occurrence of certain events. The price and terms of the Rights, which
could entitle the holder to purchase Common Stock of the Company, or of an
Acquiring Person, are defined in the Amended and Restated Rights Agreement
between the Company and The First National Bank of Chicago dated as of April
6, 1990.
20
<PAGE>
On October 21, 1994, the Executive Officers and Directors owned as a group
635,358 shares of Common Stock of the Company. The following table shows the
individual holdings. Mr. Rau, who is listed in the table as an Executive
Officer is also a Director. The Company knows of no contractual arrangements
which may, at a subsequent date, result in a change in control of the Company.
BENEFICIAL OWNERSHIP ON OCTOBER 21, 1994
<TABLE>
<CAPTION>
RIGHT TO ACQUIRE
COMMON OWNERSHIP TOTAL
--------------------- ------------------------ ------------------------
PERCENT OF PERCENT OF PERCENT OF
NAME SHARES (1) CLASS (2) SHARES (1)(3) CLASS (2) SHARES (1)(3) CLASS (2)
---- ---------- ---------- ------------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS
Wallace Barnes......... 6,700 -- 5,000 -- 11,700 --
Wallace W. Booth....... 2,500 -- 6,000 -- 8,500 --
Eugene E. Covert....... 1,600 -- 6,000 -- 7,600 --
Wayne W. Hoffman....... 3,200 -- 30,154 0.2 33,354 0.2
Sam F. Iacobellis...... 5,000 -- 0 -- 5,000 --
James J. Kerley........ 24,000 0.1 19,411 0.1 43,411 0.2
D. Larry Moore......... 662 -- 3,000 -- 3,662 --
Robert M. Price........ 987 -- 3,966 -- 4,953 --
William P. Sommers..... 1,473 -- 2,000 -- 3,473 --
Jack D. Steele......... 2,300 -- 6,000 -- 8,300 --
James R. Wilson........ 2,000 -- 0 -- 2,000 --
EXECUTIVE OFFICERS
L. A. Chapman.......... 20,000 0.1 24,154 0.1 44,154 0.2
J. R. Johnson.......... 23,045 0.1 45,396 0.3 68,441 0.4
R. W. Madsen........... 3,458 -- 40,196 0.2 43,654 0.2
A. L. Majors........... 4,989 -- 34,436 0.2 39,425 0.2
R. M. Miller........... 2,779 -- 33,876 0.2 36,655 0.2
R. H. Rau.............. 96,002 0.5 69,830 0.4 165,832 0.9
D. R. Watson........... 13,408 0.1 40,456 0.2 53,864 0.3
G. A. Wetzler.......... 16,387 0.1 34,993 0.2 51,380 0.3
------- --- ------- --- ------- ---
All of the above as a
group
(19 persons).......... 230,490 1.2 404,868 2.3 635,358 3.5
</TABLE>
- --------
(1) No individual listed owned as much as one percent of any class of equity
securities. All executive officers and directors as a group owned
beneficially 3.5 percent of the equity securities of the Company. Shares
shown as beneficially owned are those as to which the named persons possess
sole voting and investment power. However, under the laws of some states,
including California, personal property owned by a married person may be
community property, and under some state community property laws, including
California, either spouse may manage and control such community property.
The Company has no information as to how many of the shares shown in this
table are subject to any community property law. Beneficial ownership of
shares of equity securities has been determined for this purpose in
accordance with Rule 13d-3 of the Securities and Exchange Commission
("SEC"), under which a person is deemed to be the beneficial owner of
shares of Common Stock if he or she has or shares voting power or
investment power in respect to such shares of Common Stock or has the right
to acquire ownership within 60 days. Accordingly, the amounts shown on the
table do not purport to represent beneficial ownership for any purpose
other than compliance with SEC reporting requirements.
(2) The shares owned by each person, and by the group, and the percentage of
shares owned (where such percentage exceeds 0.1%) has been computed in
accordance with Rule 13d-3(d)(1) under the Securities Exchange Act.
(3) Includes shares which may be acquired upon the exercise of stock options as
follows: 5,000, 6,000, 6,000, 6,000, 9,750, 3,000, 3,000, 2,000, 6,000,
45,396, 40,196, 34,436, 33,876, 25,000 40,456, 34,993, and 301,103 common
shares for Messrs. Barnes, Booth, Covert, Hoffman, Kerley, Moore, Price,
Sommers, Steele, Johnson, Madsen, Majors, Miller, Rau, Watson, Wetzler and
the group, respectively; 24,154, 9,661, 966, 24,154, 4,830 and 63,765
common shares obtainable upon the conversion of the Company's 7 3/4%
Convertible Subordinated Notes due 2004 for Messrs. Hoffman, Kerley, Price,
Chapman, Rau and the group, respectively; and 40,000 common shares
obtainable upon the occurrence of certain events for Mr. Rau.
21
<PAGE>
PROPOSAL NO. 3--APPROVAL OF SELECTION OF AUDITORS
The Company is seeking shareholder approval of its selection of Deloitte &
Touche LLP as the Company's independent auditors for the fiscal year ending
July 31, 1995. Deloitte & Touche LLP has served as the Company's independent
auditors commencing in fiscal 1966.
Shareholder ratification of the selection of Deloitte & Touche LLP as the
Company's independent public accountants is not required by the Company's
Bylaws or otherwise. However, the Board is submitting the selection of Deloitte
& Touche LLP to the shareholders for ratification as a matter of good corporate
practice. If the shareholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Board in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board determines
that such a change would be in the best interests of the Company and its
shareholders.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting, will be given an opportunity to make a statement if they desire
to do so and will be available at an appropriate time during the meeting to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF DELOITTE
& TOUCHE LLP AS INDEPENDENT AUDITORS.
FINANCIAL STATEMENTS
The Annual Report of the Company for the fiscal year ended July 31, 1994,
describing the Company's operations and including audited financial statements,
has been mailed prior to or concurrently with this Proxy Statement to
shareholders of record at the close of business on October 7, 1994.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders intended to be considered at the 1995 Annual
Meeting must be received by the Company on or before June 30, 1995, for
consideration for inclusion in the Company's 1995 proxy materials under the
rules of the Securities and Exchange Commission. Rule 14a-8 (of Regulation 14A
of the General Rules and Regulations under the Securities Exchange Act of 1934)
sets forth the requirements for shareholder proposals. A copy of Rule 14-8 will
be supplied to a record or beneficial owner upon request of the Corporate
Secretary at the mailing address shown on the first page of this Proxy
Statement.
SHAREHOLDER RIGHTS PLAN
The Company has a Shareholder Rights Plan which, under certain circumstances
relating to a change in control, would allow the purchase of Common Stock at
one-half of fair market value. This Plan will expire in August 1996. Prior to
the Company extending this Plan, however, or adopting a new Shareholder Rights
Plan, it will submit to the Shareholders an advisory vote on whether to extend
such Plan or adopt a new one. If an extended or new Shareholder Rights Plan is
adopted, it will contain a provision for advisory Shareholder votes every three
years.
SOLICITATION OF PROXIES
The Company bears the cost of this solicitation. Proxies may be solicited by
mail, telephone or telegraph or personally by directors, officers and regular
employees of the Company. The Company will reimburse persons holding stock in
their names or in the names of their nominees for reasonable expenses of
forwarding proxy material to their principals. The Company has also retained D.
F. King & Co., Inc., to assist in the distribution and limited solicitation of
proxies for a fee of $7,000, plus out-of-pocket expenses.
22
<PAGE>
OTHER BUSINESS
The Board of Directors does not know of any other business that will be
presented for consideration at the Annual Meeting. If any other business
properly comes before the meeting or any adjournment thereof, the proxy holders
will vote in regard thereto according to their discretion insofar as such
proxies are not limited to the contrary.
Richard W. Madsen
Secretary
23
<PAGE>
- -------------------------------------------------------------------------------
PROXY
ROHR, INC.,
CHULA VISTA, CA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING DECEMBER 3, 1994
The undersigned hereby appoints James J. Kerley and Richard W. Madsen, and each
of them, his or her proxies with full power of substitution and authorizes them,
or either of them, or their substitutes, to vote the stock of the undersigned at
the 1994 Annual Meeting of Shareholders of ROHR, INC., to be held at the offices
of the Company, 850 Lagoon Drive, Chula Vista, California on Saturday, December
3, 1994, commencing at 10:30 a.m., and at any adjournments thereof, as specified
below and upon such other matters as may properly be brought before the meeting
conferring discretionary authority upon said proxies as to such other matters.
Election of Directors, Nominees:
Wayne M. Hoffman, Robert M. Price, Jack D. Steele
Approval of appointment of Directors.
Sam F. Iacobellis, James R. Wilson
If you wish to vote in accordance with the recommendations of the Board of
Directors, simply sign your name on the reverse side and return this card. If
you wish to specify your choices you may do so on the reverse side. Except to
the extent of any contrary direction, this proxy will be taken as authority to
vote FOR proposals 1, 2 and 3.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. 5426
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
- -------------------------------------------------------------------------------
1. Election of Directors (see reverse) // FOR // WITHHELD
For, except vote withheld from the following
----------------------------------------------
2. Approval of appointment of Directors
(see reverse) // FOR // WITHHELD
For, except vote withheld from the following
----------------------------------------------
3. Approval of independent accountants. // FOR // AGAINST // ABSTAIN
The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or any adjournments thereof.
Please sign exactly as name appears
hereon. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such.
-----------------------------------------
-----------------------------------------
SIGNATURES(S) DATE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
I plan to attend the annual Shareholders' Meeting of ROHR, INC. on Saturday,
Dec. 3, 1994, at 10:30 a.m., to be held at the offices of the COMPANY,
850 Lagoon Drive, Chula Vista, California.
Please send your completed proxy in the enclosed envelope. Include this
reservation card in the envelope only if you plan to attend the meeting.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THIS FORM WITH
YOUR PROXY PROMPTLY.
NAME
-------------------------------------------------------
(PLEASE PRINT)
ADDRESS
----------------------------------------------------
STREET
- ------------------------------------------------------------
CITY STATE ZIP CODE
PHONE NO.
--------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
GRAPHIC MATERIAL CROSS-REFERENCE PAGE
A PHOTO OF EACH NOMINEE AND CONTINUING DIRECTOR APPEARS TO THE LEFT OF EACH
RESPECTIVE NAME ON PAGES 3 THROUGH 7.
A MAP SHOWING DIRECTIONS TO ROHR'S ANNUAL MEETING APPEARS ON THE INSIDE
FRONT COVER.
