<PAGE>
FY95: SECOND QUARTER
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 29, 1995
COMMISSION FILE NUMBER 1-6101
ROHR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1607455
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910
(Address of principal executive offices)
(619) 691-4111
(Registrant's Telephone No.)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO ___
---
AS OF FEBRUARY 17, 1995, THERE WERE 18,053,932 SHARES OF THE REGISTRANT'S COMMON
STOCK OUTSTANDING.
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================================================================================
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
JAN. 29, JULY 31,
1995 1994
----------- -----------
ASSETS (Unaudited)
- ------
<S> <C> <C>
Cash and cash equivalents $ 68,426 $ 115,996
Short-term investments - 17,568
Accounts receivable 102,680 93,143
Inventories:
Work-in-process 445,525 444,076
Raw materials, purchased parts and supplies 22,089 23,441
Less customers' progress payments and advances (77,587) (104,321)
---------- ----------
Inventories - net 390,027 363,196
Deferred tax asset 36,353 36,353
Prepaid expenses and other current assets 13,017 18,493
---------- ----------
TOTAL CURRENT ASSETS 610,503 644,749
PROPERTY, PLANT AND EQUIPMENT 525,012 500,037
Less accumulated depreciation and amortization (299,141) (277,974)
---------- ----------
Property, plant and equipment - net 225,871 222,063
INVESTMENT IN LEASES 35,477 37,145
DEFERRED TAX ASSET 96,278 97,135
OTHER ASSETS 55,126 55,755
---------- ----------
$1,023,255 $1,056,847
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Trade accounts and other payables $ 133,682 $ 129,674
Salaries, wages and benefits 29,971 37,100
Taxes on income 2,746 2,343
Current portion of long-term debt 14,212 14,952
---------- ----------
TOTAL CURRENT LIABILITIES 180,611 184,069
LONG-TERM DEBT 574,237 574,038
LONG-TERM PENSION AND POST-RETIREMENT OBLIGATIONS 98,070 125,004
OTHER OBLIGATIONS 17,736 26,827
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value per share, authorized 10 million
shares; none issued - -
Common stock, $1 par value per share, authorized
50,000,000 shares; issued and outstanding
18,053,932 and 18,041,680 shares respectively 18,054 18,042
Additional paid-in capital 102,822 102,598
Retained earnings 87,624 82,168
Minimum pension liability adjustment (55,899) (55,899)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 152,601 146,909
---------- ----------
$1,023,255 $1,056,847
========== ==========
</TABLE>
2
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
-----------------------------------------------
(in thousands except for per share data)
----------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- ---------------------
JAN. 29, JAN. 30, JAN. 29, JAN. 30,
1995 1994 1995 1994
-------- ---------- --------- ----------
(Restated) (Restated)
<S> <C> <C> <C> <C>
Sales $219,774 $234,800 $411,930 $471,891
Costs and expenses 195,499 214,766 365,742 427,830
General & administrative expenses 6,289 5,986 12,849 13,446
-------- -------- -------- --------
Operating income 17,986 14,048 33,339 30,615
Interest income 861 208 1,976 520
Interest expense 13,409 12,050 27,587 24,201
-------- -------- -------- --------
Income from continuing operations
before taxes on income 5,438 2,206 7,728 6,934
Taxes (benefit) on income 2,186 865 3,107 (168)
-------- -------- -------- --------
Income from continuing operations 3,252 1,341 4,621 7,102
Income from discontinued operations -
net of taxes 337 331 835 633
-------- -------- -------- --------
Net income $ 3,589 $ 1,672 $ 5,456 $ 7,735
======== ======== ======== ========
NET INCOME PER SHARE:
PRIMARY:
Income from continuing operations $ 0.18 $ 0.07 $ 0.26 $ 0.39
Income from discontinued operations 0.02 0.02 0.04 0.04
-------- -------- -------- --------
Net income $ 0.20 $ 0.09 $ 0.30 $ 0.43
======== ======== ======== ========
ASSUMING FULL DILUTION:
Income from continuing operations $ 0.17 $ 0.07 $ 0.25 $ 0.39
Income from discontinued operations 0.01 0.02 0.04 0.04
-------- -------- -------- --------
Net income $ 0.18 $ 0.09 $ 0.29 $ 0.43
======== ======== ======== ========
Cash dividends per share
of common stock $ - $ - $ - $ -
======== ======== ======== ========
</TABLE>
3
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-------------------------------------------------
(in thousands)
--------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- --------------------
JAN. 29, JAN. 30, JAN. 29, JAN. 30,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,589 $ 1,672 $ 5,456 $ 7,735
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,589 6,048 10,775 11,693
Changes due to (increase) decrease in operating assets:
Accounts receivable (7,309) 4,435 (4,040) 6,998
Inventories - net 4,004 19,600 (21,786) 27,584
Prepaid expenses and other assets 1,324 2,711 5,466 1,322
Changes due to increase (decrease) in operating liabilities:
Trade accounts and other payables (5,326) (12,070) (2,506) (18,453)
Pension and post-retirement obligations 3,360 2,768 (29,896) 6,184
Taxes on income and deferred taxes 152 1,061 1,260 364
Other 1,693 1,436 4,406 2,316
-------- -------- -------- --------
Net cash provided by (used in) operating activities 7,076 27,661 (30,865) 45,743
-------- -------- -------- --------
INVESTING ACTIVITIES:
Sale of short-term investments 17,568 - 17,568 -
Repurchase of sale/leaseback assets (21,782) - (21,782) -
Purchase of property, plant and equipment (1,401) (1,474) (2,940) (2,949)
Net advances on discontinued operations (776) - (5,045) -
Other 1,261 840 1,953 (390)
-------- -------- -------- --------
Net cash used in investing activities (5,130) (634) (10,246) (3,339)
-------- -------- -------- --------
FINANCING ACTIVITIES:
Repayment of medium-term notes - - - (35,000)
Annual principal payment on 9.35% senior notes - (12,500) - (12,500)
Long-term borrowings under revolving credit agreement - 25,000 - 81,000
Repayment of borrowings under revolving credit agreement - (35,000) - (81,000)
Repayment of other long-term borrowings (969) (943) (1,617) (649)
Cash collateral for receivable financing program (4,692) (6,984) 14,503 (6,984)
Reduction in sales of receivable financing program - - (20,000) -
Other (124) (310) 655 (689)
-------- -------- -------- --------
Net cash used in financing activities (5,785) (30,737) (6,459) (55,822)
-------- -------- -------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (3,839) (3,710) (47,570) (13,418)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 72,265 32,478 115,996 42,186
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 68,426 $ 28,768 $ 68,426 $ 28,768
======== ======== ======== ========
SUPPLEMENTAL INFORMATION:
Cash paid for interest, net of amounts capitalized $ 11,439 $ 5,253 $ 26,095 $ 21,353
Cash paid (refunded) for income taxes 1,336 113 1,149 (178)
</TABLE>
4
<PAGE>
ROHR, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
The consolidated balance sheet as of January 29, 1995, and statements of
earnings and cash flows for the second quarter and six months ended January
29, 1995, and January 30, 1994, reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the
interim periods. Financial results for interim periods are not necessarily
indicative of results to be expected for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the financial statements
included in the Form 10-K for the year ended July 31, 1994.
The consolidated statements of earnings for the second quarter and six-
months ended January 30, 1994, have been restated to separately reflect
discontinued operations.
CONTINGENCIES
In June 1987, the U.S. District Court of Los Angeles, in U.S. et al, vs.
Stringfellow, granted partial summary judgment against the Company and 14
other defendants on the issue of liability under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"). This suit
alleges that the defendants are jointly and severally liable for all damages
in connection with the Stringfellow hazardous waste disposal site in
Riverside County, California. A federal jury and a special master appointed
by the federal court found the State of California also liable for the
cleanup costs and, subsequently, the special master allocated a high
percentage of liability to the State of California. On January 23, 1995,
the U.S. District Court judge confirmed the special master's finding;
however, this decision is subject to appeal. The Company is the second
largest generator of waste by volume disposed at the site, although it and
certain other generators have argued the final allocation of cleanup costs
among generators should not be determined solely by volume.
The Company has claims against its comprehensive general liability insurers
for reimbursement of its cleanup costs at the site. These claims are the
subject of separate litigation, although the insurers nevertheless have been
paying substantially all of the Company's costs of defense in the actions by
the government against the generators of wastes disposed at the site.
Certain of these insurance policies have pollution exclusion clauses which
have been argued as a defense and the insurers have alleged various other
defenses to coverage. The Company has entered settlements with some of the
insurance carriers and has reached agreement in principle with all of
5
<PAGE>
the remaining primary carriers. The Company is also engaged in discussions
with certain of the excess carriers to resolve the existing litigation.
The Company intends to continue to vigorously defend itself in the
Stringfellow matter and believes, based upon currently available
information, that the ultimate resolution will not have a material adverse
effect on the financial position, liquidity, or results of operations of the
Company.
During November 1994 through January 1995, inspections of commercial
aircraft revealed a cracked spar cap on two wing pylons. The Company has
warranted these applications to its customer. Investigation indicates that
the wing pylon spar caps, which were sourced, assembled and supplied by a
major subcontractor to the Company, did not receive a required process step.
Analysis and testing show that there are no airworthiness or safety of
flight concerns with continued aircraft operations. A replacement program
will be implemented in a timely manner. The Company expects that replacement
would ordinarily occur during regular scheduled maintenance. The spar caps
will require replacement on approximately 120 aircraft over a period of two
years. The wing pylon is warranted to Rohr by its subcontractor and the
Company believes that the cost of removing and replacing the spar cap
components for the wing pylon, which is expected to approximate $325,000 per
aircraft, will be primarily the responsibility of the subcontractor. The
Company, its customer and the subcontractor are still investigating repair
alternatives and costs.
In addition, the Company acquired materials directly from the spar cap
materials supplier, a small company with limited financial resources. Some
of these materials were not processed to specifications before use in
various aircraft applications. The Company has warranted these applications.
With respect to these other applications, no failures have been noted to
date and no determination has been made relative to the need for replacement
or repair, if any, that may be required.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's analysis of operating results for the second quarter and six-
months ended January 29, 1995, and January 30, 1994, is presented below.
Material developments in the Company's liquidity and capital resources since
July 31, 1994, are also presented. These discussions should be read in
conjunction with the financial statements and management's discussion and
analysis thereof included in the Company's Form 10-K for the fiscal year
ended July 31, 1994.
6
<PAGE>
RESULTS OF OPERATIONS
First Six-Months Fiscal Year 1995 Compared to First Six-Months Fiscal Year
1994
Sales from continuing operations declined 13% from $471.9 million in the
first six months of fiscal 1994 to $411.9 million for the same period in
fiscal 1995, primarily due to previously announced delivery rate reductions
on several commercial programs. Commercial sales aggregated 86% and
government sales 14% of the Company's total sales in the first six months of
fiscal year 1995 compared to 88% commercial and 12% government for the
comparable period the prior year. The Titan program, which is included in
government sales and which accounted for approximately 5% of the Company's
sales in the first six months of fiscal 1995, is scheduled to end in fiscal
1996.
The Company reported operating income of $33.3 million, an operating margin
of 8.1%, for the first six months of fiscal 1995 compared to $30.6 million,
an operating margin of 6.5%, for the same period of the prior year. This
increase in operating income reflects improved results on some programs and
the Company's continuing cost cutting efforts. Results were negatively
impacted by cost problems on the CF6-80E1 program. General and
administrative expenses declined $0.6 million from $13.4 million for the
first six months of fiscal 1994 to $12.8 million for the first six months of
fiscal 1995.
Net interest expense was $25.6 million for the first six months of fiscal
1995 compared to $23.7 million for the first six months of fiscal 1994. The
increase of $1.9 million was due primarily to the Company's new long-term
debt.
Net income from continuing operations for the first six-months of fiscal
1995 was $4.6 million or 26 cents per share compared to $7.1 million or 39
cents per share for the first six months of fiscal 1994. The first six
months of the prior fiscal year was positively impacted by the Omnibus
Budget Reconciliation Act, which reduced tax expense and correspondingly
increased net income by $2.8 million or 16 cents a share.
During the fourth quarter of the prior fiscal year, the Company sold and
commenced the transfer of its business jet line of business and accounted
for the sale as a discontinued operation. The purchase agreement requires
the Company to manufacture and deliver certain components and transfer
engineering and tooling through fiscal 1995. Residual income from
discontinued operations totaled $0.8 million or 4 cents per share for the
first six months of fiscal 1995 compared with $0.6 million or 4 cents per
share for the same period of the prior fiscal year.
7
<PAGE>
Total net income for the first six months of fiscal 1995 was $5.4 million or
30 cents per share as compared with $7.7 million or 43 cents per share for
the same period of the prior fiscal year.
Second Quarter Fiscal Year 1995 Compared to Second Quarter Fiscal Year 1994.
Sales during the second quarter of fiscal 1995 were $219.8 million, compared
to $234.8 million in the same period of fiscal 1994 due primarily to
previously announced delivery rate reductions on several commercial
programs. Commercial sales aggregated 90% and government sales 10% of the
Company's total sales in the second quarter of fiscal year 1995 compared to
86% commercial and 14% government for the comparable period of the prior
year.
The Company reported operating income of $18.0 million, an operating margin
of 8.2% for the second quarter of fiscal 1995 compared to $14.0 million, an
operating margin of 6.0%, for the same period of the prior fiscal year.
Operating income increased $4.0 million from the second quarter of fiscal
1994 due to improved results on some programs and the Company's continuing
cost cutting efforts, which more than offset cost problems on the CF6-80E1
program.
Net interest expense was $12.5 million for the second quarter of fiscal 1995
compared to $11.8 million for the second quarter of fiscal 1994. The
increase of $0.7 million was due primarily to the Company's new long-term
debt.
Net income from continuing operations for the second quarter of fiscal 1995
was $3.3 million or 18 cents per share compared to $1.3 million or 7 cents
per share for the second quarter of fiscal 1994.
Total net income for the second quarter of fiscal 1995 was $3.6 million or
20 cents per share compared to $1.6 million or 9 cents per share for the
same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
At January 29, 1995, the Company had $68.4 million of cash and cash
equivalents and had a $110 million revolving credit agreement with no
amounts outstanding. The total amount available under the credit agreement
is reduced by a $16.9 million letter of credit.
Net cash used in operating activities for the first six months of fiscal
1995 was $30.9 million compared to net cash provided by operating activities
of $45.7 million for the first six months of the prior fiscal year. Fiscal
1995 use of cash included a $36 million contribution to the
8
<PAGE>
Company's pension plans and an increase in inventory caused by investments
in preproduction engineering and tooling, discussed below. Net cash provided
by operating activities in the second quarter of fiscal 1995 totaled $7.1
million compared with net cash used in operating activities of $37.9 million
for the first quarter of fiscal 1995. Net cash provided by operations is
subject to significant variations from period to period.
The Company's total financings (balance sheet debt plus off-balance sheet
financings) aggregated $641.9 million at January 29, 1995, a decrease of
$29.2 million from July 31, 1994.
The Company is a party to certain equipment leases, treated as off-balance
sheet financings, totaling $25.5 million at January 29, 1995. During the
second quarter of fiscal 1995, the Company restructured a major sale
leaseback agreement, reducing the size of this financing by approximately
$22 million. In connection with this restructuring, the equipment lessors
released their interest in certain Company equipment and receivables and
released the Company from its potential obligation to prepay up to $10
million of equipment lease rentals.
The Company is also a party to a $40.0 million accounts receivable facility,
treated as an off-balance sheet financing, under which it sells receivables
from specified customers on an on-going basis. Due to the slowdown in the
aerospace industry, the amount of outstanding receivables from these
customers falls from time to time below levels required to support the
facility. As a result, the Company has elected to deposit cash collateral
when necessary to support the facility and has withdrawn such cash when it
is no longer required to be deposited. At January 29, 1995, $12.0 million
of cash collateral was on deposit.
The Company's net inventory increased from $363.2 million at July 31, 1994
to $390.0 million at January 29, 1995. Production inventory has declined,
however, this decline has been offset by an increase in pre-production
inventory primarily due to the start up of the MD-90 program, change
activity on the A340 program, and investment in cost reduction efforts on
the PW4000 program. Unliquidated progress payments have declined due
primarily to the phase-out of the Space Division.
The Company's firm backlog, which includes the sales price of all
undelivered units covered by customers' orders for which the Company has
production authorization, was approximately $1.0 billion at January 29,
1995, compared to $1.2 billion at July 31, 1994. Approximately $0.3 billion
of the $1.0 billion backlog is expected to be delivered in the remainder of
fiscal 1995. (Sales during any period includes sales which were not part of
backlog at the end of the prior period.) Customer orders in firm backlog
are subject to rescheduling and/or termination for customer convenience;
however, in certain cases the Company is entitled to an equitable adjustment
in contract amounts. The Company has an additional $2.7 billion in
anticipated backlog, which
9
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represents the sales price of units which the Company expects that its
customers will order under existing contracts and the Company will deliver
within seven years.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The French subsidiary of the Company received an unfavorable result in
litigation filed against it during the second quarter in the Counseil des
Prud-hommes in Toulouse, France. The action was brought by 24 employees
asking that they be restored to their employment, which had been terminated
a year earlier due to reduced workload at the plant. The total number who
had been terminated was approximately 100. This decision is now on appeal
before the Tribunal de Grand Instance de Toulouse, France, the Superior
Court. These proceedings involve a new trial, as this court is not bound by
the decision of the lower court. The employees are still seeking
reinstatement and/or damages in this proceeding before the Superior Court.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Index to Exhibits:
* 3.8 Bylaws of Rohr, Inc., as amended December 3, 1994.
*11.1 Calculation of Primary Net Income Per Share of Common
Stock.
*11.2 Calculation of Fully Diluted Net Income Per Share of
Common Stock.
*27. Financial Data Schedule. (Filed with EDGAR filing only.)
(b) Reports on Form 8-K
There were no reports on Form 8-K during this period.
(c) Exhibits required by Item 601 of Regulation S-K:
See subparagraph (a) above.
(d) Financial Statements required by Regulation S-X:
See subparagraphs (a) and (b) above.
___________________________
*Exhibits filed with this report.
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROHR, INC.
February [ ], 1995 By:/S/ L. A. CHAPMAN
-----------------------
L. A. Chapman
Senior Vice President, Chief Financial
Officer and Treasurer
February [ ], 1995 By:/S/ A. L. MAJORS
-----------------------
A. L. Majors
Vice President and Controller
(Chief Accounting Officer)
13
<PAGE>
BYLAWS
OF
ROHR, INC.
(AS AMENDED DECEMBER 3, 1994)
<PAGE>
ROHR, INC.
----------
BYLAWS
------
INDEX
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Amendments (to ByLaws)............................................... 20
- ----------
Board of Directors
- ------------------
Action Without Meeting......................................... 9
Classes and Terms.............................................. 8
Committees of the Board of Directors........................... 10
Compensation of Directors...................................... 10
Director Emeritus.............................................. 7
Election of Officers........................................... 10
Nomination for Election to the Board of Directors.............. 10
Number and Powers.............................................. 7
Place of Meeting............................................... 8
Presiding Officers............................................. 10
Quorum......................................................... 9
Regular Meetings............................................... 8
Special Meetings............................................... 8
Tenure......................................................... 7
Vacancies...................................................... 8
Indemnification
- ---------------
Denial of Right to Indemnification.............................. 18
Expenses in Successful Defense.................................. 18
Prepaid Expenses................................................ 18
Other Rights and Remedies....................................... 18
Insurance....................................................... 19
Interpretation.................................................. 19
Indemnification of Directors, Officers, Employees and Agents.... 17
</TABLE>
<PAGE>
Page
----
<TABLE>
<CAPTION>
<S> <C>
Offices
- -------
Other Offices................................................. 1
Registered Office............................................. 1
Officers
- --------
Assistant Secretary........................................... 14
Assistant Treasurer........................................... 14
Bonds......................................................... 15
Chairman of the Board......................................... 12
Chief Executive Officer....................................... 12
Chief Financial Officer....................................... 14
Controller.................................................... 14
Delegation of Duties.......................................... 15
Duties........................................................ 14
Multiple Offices.............................................. 12
Officers (List of)............................................ 11
Officers Appointed by Chairman................................ 15
Officers on the Board......................................... 12
Other Officers................................................ 12
President..................................................... 13
Representation of Shares of Other Corporation................. 15
Retirement.................................................... 16
Salaries...................................................... 15
Secretary..................................................... 13
Senior Vice President......................................... 13
Treasurer..................................................... 14
Vacancies..................................................... 15
Vice Chairman of the Board.................................... 12
Vice President................................................ 13
Seal .............................................................. 17
- ----
</TABLE>
ii
<PAGE>
Page
----
<TABLE>
<CAPTION>
<S> <C>
Stock (Certificates Of)
- -----------------------
Certificates to be Entered.................................... 16
Form and Execution of Certificates............................ 16
Lost, Stolen, Destroyed and Mutilated Certificates............ 17
Regulations................................................... 16
Transfer of Shares............................................ 16
Shareholders
- ------------
Adjournments.................................................. 3
Annual Meetings............................................... 1
Inspectors of Election........................................ 5
List of Shareholders.......................................... 5
Notice of Meetings............................................ 2
Organization of Meetings...................................... 3
Place of Meeting.............................................. 2
Quorum........................................................ 2
Record Date................................................... 5
Shareholder Proposals at Annual Meetings...................... 6
Special Meetings.............................................. 2
Voting........................................................ 3
Written Consent
- ---------------
No Action by Written Assent................................... 20
</TABLE>
iii
<PAGE>
May 13, 1969
As Amended through January 7, 1993
----------------------------------
BYLAWS OF ROHR, INC.
ARTICLE I
Offices
-------
Section 1. Registered Office. The Registered Office of Rohr, Inc.,
-----------------
(hereafter called the Corporation) in the State of Delaware shall be at No. 1209
Orange Street, City of Wilmington, County of New Castle, and the name of the
registered agent in charge thereof shall be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have an office or
-------------
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors may from time to time determine or as the
business of the Corporation may require.
ARTICLE II
Shareholders
------------
Section 1. Annual Meetings. The annual meeting of shareholders shall
---------------
be held at such time and place and on such date as is set by the Board of
Directors. Unless otherwise set by the Board of Directors, the Annual Meeting
of Shareholders shall be held on the first Wednesday in November of each year at
1:30 o'clock in the afternoon, or if such day is a legal holiday, the annual
meeting shall be held on the next business day thereafter, for the purpose of
electing directors and for the transaction of such other business as may be
brought before the meeting. If such annual meeting is not held on the
designated date, the directors shall cause the meeting to be held as soon after
such date as is convenient.
1
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Section 2. Special Meetings. Special meetings of the shareholders
----------------
for any purpose or purposes may be called at any time by the Board of Directors
or by a majority of the members of the Board of Directors.
Section 3. Notice of Meetings. Except as otherwise required by law,
------------------
notice of meetings of shareholders, annual or special, shall be given to
shareholders entitled to vote thereat by the Secretary or an Assistant Secretary
or other person charged with that duty not less than ten (10) nor more than
sixty (60) days before the date of any such meeting. Such notice may be
printed, typewritten, or in handwriting and may be given to any shareholder
either personally or by sending a copy of the notice through the mail, or by
telegram, charges prepaid, to his address appearing on the records of the
Corporation. Except as otherwise expressly required by law, no publication of
any notice of a meeting of the shareholders shall be required. Every notice of
a meeting of the shareholders shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall have waived such notice and
such notice shall be deemed waived by any shareholder who shall attend such
meeting in person or by proxy, except a shareholder who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 4. Place of Meetings. All meetings of the shareholders shall
-----------------
be held at the principal office of the Corporation in the State of California or
at such other place within or without the State of Delaware as designated by the
person or persons calling the meeting.
Section 5. Quorum. A quorum at any meeting of the shareholders
------
shall consist of shareholders holding a majority of the voting power of the
shares of this Corporation outstanding and entitled to vote thereat, represented
either in person or by proxy, except as otherwise specifically provided by law
or in the Certificate of the Incorporation. In the absence of a quorum, any
meeting of shareholders may be adjourned from time to time by the vote of a
majority of the voting stock, the holders of which are either present in person
or represented by proxy thereat. The shareholders present at a meeting at which
a quorum is present may continue to do business until
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final adjournment, notwithstanding the withdrawal of enough shareholders to
leave less than a quorum.
Section 6. Adjournments. When a meeting is adjourned to another time
------------
or place, notice of the adjourned meeting need not be given to shareholders if
the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken; provided, however, if the adjournment is for
more than thirty days, or if after the adjournment a new record date is set for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. If a quorum was present
at the original meeting, any business may be transacted at an adjourned meeting
which might have been transacted at the original meeting
Section 7. Organization of Meetings. The Chairman of the Board, or,
------------------------
in his absence, the Vice Chairman, or if he also is absent, the President, or if
he is absent, a Senior Vice President, or if no Senior Vice President is
present, a Vice President, shall call meetings of shareholders to order and
shall act as chairman of such meeting. If none of said officers are present at
a meeting of shareholders, the shareholders shall appoint a chairman for the
meeting. The Secretary of the Corporation shall act as secretary at all
meetings of the shareholders, but in the absence of the Secretary at any meeting
of the shareholders, the presiding officer may appoint any person to act as
secretary of the meeting.
Section 8. Voting.
------
(a) Each shareholder shall, at each meeting of the shareholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him and registered in his name on the books of the
Corporation:
(i) on the date fixed pursuant to Article II, Section 11 of
these ByLaws as the record date for the determination of shareholders entitled
to notice of and to vote at such meeting, or
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(ii) if no such record date shall have been so fixed, then (a)
at the close of business on the day next preceding the day on which notice of
the meeting shall be given or (b) if notice of the meeting shall be waived, at
the close of business on the day next preceding the day on which meeting shall
be held.
(b) Shares of its own stock belonging to the Corporation (or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation) shall not be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity
shall be entitled to vote such stock. A person whose stock is pledged shall be
entitled to vote such stock, unless in the transfer by the pledgor on the books
of the Corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may represent such stock
and vote thereon. Stock having voting power standing of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or with
respect to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation Law of the
State of Delaware.
(c) Any such voting rights may be exercised by the shareholder
entitled thereto in person or by his proxy appointed by an instrument in
writing, subscribed by such shareholder or by his attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
shareholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he shall in writing so notify the secretary of the
meeting prior to the voting of the proxy. At any meeting of the shareholders
all matters, except as otherwise provided in the Certificate of Incorporation,
these ByLaws or by law, shall be decided by the vote of a majority in voting
interest of the shareholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
shareholders on any question need not be by ballot, unless so directed by the
chairman of the meeting. On a vote by ballot, each ballot shall be signed by
the shareholder voting, or by his proxy, if there be such proxy, and it shall
state the number of shares voted.
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Section 9. List of Shareholders. The Secretary of the Corporation
--------------------
shall prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.
SECTION 10. Inspectors of Election. If at any meeting of the
----------------------
shareholders a vote by written ballot shall be taken on any question, the
Corporation shall appoint one or more inspectors in advance of such meeting to
act at such meeting and make a written report thereof. Each inspector so
appointed shall first subscribe an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors need not be
shareholders of the Corporation, and any officer of the Corporation may be a
judge on any question other than a vote for or against a proposal in which he
shall have a material interest.
Section 11. Record Date. The Board of Directors may fix a time in
-----------
the future as a record date for the determination of the shareholders entitled
to notice of and to vote at any meeting of the shareholders entitled to receive
any dividend or distribution, or any allotment or rights, or to exercise rights
in respect to any change, conversion or exchange of shares, or for any other
lawful purpose. The record date so fixed shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) days prior to any other action. If in any case involving the
5
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determination of shareholders for any purpose other than notice of or voting at
a meeting of shareholders, the Board of Directors shall not fix such a record
date, the record date for determining shareholders for such purpose shall be the
close of business on the day on which the Board of Directors shall adopt the
resolution relating thereto. When a record date is fixed pursuant to these
Bylaws, only shareholders who are such of record on that date are entitled to
notice of and to vote at the meeting or to receive the dividend, distribution,
or allotment of rights or to exercise the rights as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
the record date. Unless otherwise required by applicable law, a determination of
shareholders entitled to notice of or to vote at any meeting shall apply to any
adjournment of such meeting; provided, however, that the Board of Directors may
fix a new record date for an adjourned meeting.
Section 12. Shareholder Proposals at Annual Meetings.
-----------------------------------------
(a) Business may be properly brought before an annual meeting by a
shareholder only upon the shareholder's timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90) days prior
to the meeting as originally scheduled; provided, however, that in the event
that less than seventy (70) days' notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. For purposes of this Section 12, any
adjournment(s) or postponement(s) of the original meeting which do not require a
new written notice shall be deemed for purposes of notice to be a continuation
of the original meeting and no business may be brought before any reconvened
meeting unless timely notice of such business was given to the Secretary of the
Corporation for the meeting as originally scheduled. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (1) a brief description of the business desired
to be brought before the meeting (ii) the name and address, as they appear on
the Corporation's books, of the shareholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
the shareholder, and (iv) any material interest of the
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<PAGE>
shareholder in such business. Notwithstanding the foregoing, nothing in this
Section 12, shall be interpreted or construed to require the inclusion of
information about any such proposal in any proxy statement distributed by, at
the direction of, or on behalf of the Board.
(b) The chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 12, and in
such a case, any such business not properly brought before the meeting shall not
be transacted.
ARTICLE III
Board of Directors
------------------
Section 1.a. Number and Powers. The business and affairs of this
-----------------
Corporation shall be managed and controlled by a Board of Directors. The number
of directors shall be not less than six nor more than fifteen, and the actual
number of directors shall be designated, from time to time, by a resolution of
the Board of Directors. In addition to the powers and authorities expressly
conferred upon it by these ByLaws, the Board may exercise all such powers and do
all such lawful acts and things as are not by statute, the Certificate of
Incorporation or these ByLaws, either forbidden or directed or required to be
exercised or done by the shareholders. Directors need not be shareholders.
"Section 1.b Tenure. Any director who is an officer or employee of
------
the Corporation shall be retired forthwith and automatically as a director upon
ceasing to be employed by the Corporation (whether through retirement or
otherwise). Any other director upon reaching the age of 72 years, shall be
retired from the Board of Directors at the next Annual Meeting of Shareholders
and upon the election by the Board of Directors (or by the shareholders if the
Board so directs) and qualification of a successor. Notwithstanding the
foregoing, any director who becomes disabled shall be retired forthwith and
automatically."
Section 1.c. Director Emeritus. The Board of Directors of the
-----------------
Corporation may confer the honorary title of "Director Emeritus" upon a former
member of the Board of
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<PAGE>
Directors, who may hold such honorarium at the discretion of the Board of
Directors. A Director Emeritus shall not be a member of the Board of Directors
and shall not be entitled to notice of, attendance at, or participation in
meetings of the Board of Directors.
Section 2. Classes and Terms of the Board of Directors. The classes
-------------------------------------------
and terms of the Board of Directors are set forth in the Certificate of
Incorporation.
Section 3. Vacancies. Article Seventh of the Certificate of
---------
Incorporation of this Corporation provides for the appointment of a successor
director who shall automatically become a director in the event of any vacancy
on the Board of Directors. In case of a vacancy in the directors through death,
resignation, disqualification, or other cause at a time when no successor
director shall have been appointed, the remaining directors, though less than a
quorum, by affirmative vote of a majority thereof, or the sole remaining
director, may elect a successor or successors to hold office for the unexpired
portion of the term of the director whose place shall be vacant, and until the
election of his successor.
Section 4. Place of Meeting. The directors may hold their meetings
----------------
and have an office and keep the books of the Corporation in such a place or
places within or without the State of Delaware as the Board may from time to
time determine.
Section 5.a. Regular Meetings. By resolution and notice thereof to
----------------
all the directors at that time in office, the Board of Directors may provide
that regular meetings of said Board shall be held at stated intervals and at a
place to be fixed in such resolution. In case such regular meetings are
provided for, it shall not be necessary to give notice of any such meetings or
of the business to be transacted. A meeting of the Board of Directors may be
held without notice immediately after the Annual Meeting of Shareholders.
Section 5.b. Special Meetings. Special meetings of the Board of
----------------
Directors may be called by the Chairman of the Board, the President, or by a
majority of the members of the Board of Directors. Written notice of the time
and place of the special meetings shall be delivered personally to each director
or sent to each director by mail or other form of written communication, charges
prepaid, addressed at his business address or
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<PAGE>
his residence address, as either may be shown upon the records of the
Corporation, or if not so shown, or not readily ascertainable, at the principal
office of the Corporation. In case such notice is delivered personally, it shall
be delivered at least 48 hours prior to the time of the holding of the meeting.
In case such notice is sent by telecopy, facsimile, TWX, telex or telegram, it
shall be transmitted at least eight hours prior to the time of the holding of
the meeting. In case such notice is mailed, it shall be deposited in the United
States mail, postage prepaid by airmail special delivery return receipt
requested, at least five days prior to the time of the holding of the meeting.
Except where otherwise required by law or by these ByLaws, notice of the purpose
of a special meeting need not be given. Notice of any meeting of the Board of
Directors shall not be required to be given to any director who shall have
waived such notice in writing, whether before or after the time of the meeting,
and such notice shall be deemed to have been waived by any director who is
present at such meeting, except a director who shall attend such meeting for the
express purpose of objecting at the beginning of the meeting to the transaction
of any business because the meeting is not lawfully called or convened.
Section 6. Quorum. The number of directors which shall constitute a
------
quorum shall be that whole number of directors which constitutes at least 50
percent of the number of directors then constituting the whole Board of
Directors in the manner provided for in the ByLaws and in accordance with the
first paragraph of Article Seventh of the Restated Certificate of Incorporation.
The powers of those present at a meeting of the Board of Directors, though less
than a quorum, to adjourn the meeting, the effectiveness of action taken at a
meeting, and provision for deciding questions upon which there shall be an
equality of votes shall be as contained in Article Seventh of the Certificate of
Incorporation.
Section 7. Action Without Meeting. Any action required or permitted
----------------------
to be taken by the Board of Directors or any comittee thereof may be taken
without a meeting if all members of the Board or such comittee shall
individually or collectively consent in writing to such action and such written
consent or consents shall be filed with the minutes of the proceedings of the
Board or comittee. Such action by written consent shall have the same force and
effect as a unanimous vote of the directors.
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Section 8. Compensation of Directors. Directors who are not
-------------------------
employees shall receive for their services as a director, a fixed annual sum and
a sum for attendance at each regular or special meeting of the Board or any
Committee thereof, each as established from time to time by resolution of the
Board of Directors, and may also receive stock and/or stock option grants.
Section 9. Presiding Officers. At all meetings of the Board of
------------------
Directors, the Chairman of the Board or, in his absence, the Vice Chairman or,
in his absence, the President of the Corporation, or in the absence of the
Chairman of the Board, the Vice Chairman and the President, a chairman chosen by
the directors present, shall preside.
Section 10. Election of Officers. At the first meeting of the Board
--------------------
of Directors in each year (at which a quorum shall be present), held next after
the Annual Meeting of Shareholders, the Board of Directors shall elect officers
of the Corporation.
Section 11. Committees of the Board of Directors. The Board of
------------------------------------
Directors may by resolution appoint an Executive Committee and other committees.
Such Executive Committee and other committees shall be composed of two or more
members of the Board of Directors and shall have such powers as may be expressly
delegated to it by resolution of the Board of Directors except as otherwise
limited by applicable law
Section12. Nominations for Election to the Board of Directors.
--------------------------------------------------
(a) Nominations of persons for election to the Board of Directors
shall be made only at a meeting of shareholders and only (1) by or at the
direction of the Board of Directors or (2) by any shareholder of the Corporation
entitled to vote for the election of directors at such meeting who complies with
the notice procedures set forth in this Section 12. Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made only
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than sixty (60) days
nor more than ninety (90) days prior to the meeting; provided, however, that in
the event that less than seventy (70) days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the
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<PAGE>
10th day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. For purposes of this Section 12, any
adjournment(s) or postponement(s) of the original meeting which do not require a
new written notice shall be deemed for purposes of notice to be a continuation
of the original meeting and no nominations by a shareholder of persons to be
elected directors of the Corporation may be made at any such reconvened meeting
unless puruant to a notice which was timely for the meeting on the date
originally scheduled. Such shareholder's 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 Corporation's books, of such shareholder,
and (B) the class and number of shares of the Corporation which are beneficially
owned by such shareholder. Notwithstanding the foregoing, nothing in this
Section 12 shall be interpreted or construed to require the inclusion of
information about any such nominee in any proxy statement distributed by, at the
direction of, or on behalf of the Board.
(b) The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 12, and in such a
case, the defective nomination shall be disregarded.
ARTICLE IV
Officers
--------
Section 1.a. Officers. The officers of the Corporation shall be a
--------
Chairman of the Board and/or a President, a Secretary and a Treasurer, who
shall be elected by the directors at their first meeting after the Annual
Meeting of Shareholders, and who shall hold office until their successors are
elected and qualify, or until their resignation or removal.
11
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Section 1.b. Other Officers. The Board of Directors may also elect at
--------------
its discretion a Vice Chairman of the Board, a Chief Executive Officer, one or
more Senior Vice Presidents, one or more Vice Presidents, a Chief Financial
Officer, a Controller, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as the business of the Corporation may
require. Such officers shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors and are consistent with these ByLaws.
Section 1.c. Officers on the Board. The Chairman of the Board, and
---------------------
the Vice Chairman of the Board and the President, if there shall be such
officers, must be members of the Board of Directors.
Section 1.d Multiple Offices. So far as is permitted by law, any two
----------------
or more offices may be held by the same person.
Section 2.a. Chairman of the Board. The Chairman of the Board, if
---------------------
present, shall preside at all meetings of shareholders and directors and shall
exercise and perform such other powers and duties as may be assigned to him from
time to time by the Board of Directors or as prescribed by the ByLaws.
Section 2.b. Vice Chairman of the Board. The Vice Chairman of the
--------------------------
Board, if there shall be such an officer, shall, in the absence of the Chairman
of the Board, preside at all meetings of the shareholders and at all meetings of
the Board of Directors. In the event of the death, resignation or permanent
disability of the Chairman of the Board, the Vice Chairman of the Board shall
succeed to the office of the Chairman and hold that office until the next Annual
Meeting of Shareholders and until the election and qualification of his
successor.
Section 2.c. Chief Executive Officer. The Chief Executive Officer of
-----------------------
the Corporation shall be the general manager of the Corporation and, subject to
the control of the Board of Directors, shall have all of the general powers and
duties of management, including but not limited to general supervision,
direction and control of the business, affairs and officers of the Corporation.
In the absence of an officer who
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has been designated as President, the Chief Executive Officer shall also
exercise the powers and perform the duties that would otherwise be performed by
the President. In the absence of an officer who has been designated as the chief
financial officer of the Corporation, the Chief Executive Officer shall act as
the chief financial officer and is hereby so designated.
Section 3. President. The President, if there be one, subject to
---------
the supervisory powers of the Chairman of the Board, shall be the chief
operating officer of the Corporation and shall be responsible for directing such
operational functions and activities of the Corporation and performing such
duties as are assigned by the Board of Directors or the Chief Executive Officer.
In the absence of the Chairman of the Board and the Vice Chairman of the Board,
the President shall also preside at all meetings of the shareholders and at all
meetings of the Board of Directors.
Section 4.a. Senior Vice President. The Senior Vice Presidents shall
---------------------
exercise general supervision over and have executive control of such grouping of
departments of the Corporation's business as may be assigned to each of them
from time to time by the Board of Directors. The Senior Vice Presidents, if
there be any, in order of their rank, or if not ranked, as designated by the
Board of Directors, shall exercise the functions of the Chairman of the Board
(and the President if there be one) during the absence or disability of the
Chairman, the Vice Chairman and the President.
Section 4.b. Vice President. The Vice Presidents shall exercise
--------------
general supervision over and have executive control of such departments of the
Corporation's business as may be assigned to each of them from time to time by
the Board of Directors. The Vice Presidents in order of their rank, or if not
ranked, as designated by the Board of Directors, shall exercise the functions of
the Chairman of the Board (and the President if there be one) during the absence
or disability of the Chairman, the Vice Chairman, the President, and the Senior
Vice Presidents.
Section 5. Secretary. The Secretary shall issue due notice to
---------
shareholders and directors in accordance with these ByLaws and as required by
law, shall record all the proceedings of the meetings of the shareholders and
directors in a book to be kept for that purpose, shall have charge of the
corporate seal, shall keep or cause to be kept
13
<PAGE>
a share register of shareholders of the Corporation, and shall make such reports
and perform such other duties as are incident to his office.
Section 6. Assistant Secretary. The Assistant Secretaries shall, in
-------------------
the absence or disability of the Secretary, perform the duties and exercise the
power of the Secretary.
Section 7.a. Chief Financial Officer. The Chief Financial Officer
-----------------------
shall be the principal financial officer of the Corporation and shall be
responsible for the overall supervision and management of the Corporation's
financial affairs.
Section 7.b. Treasurer. The Treasurer shall be responsible for the
---------
care and custody of all monies and securities of the Corporation. He shall
disburse the funds of the Corporation in payment of the just demands against the
Corporation, or as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors from
time to time, as may be required of him, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. When no person has
been selected as Treasurer, then the person designated as Chief Financial
Officer shall perform the functions of the Treasurer.
Section 7.c. Assistant Treasurer. The Assistant Treasurers shall, in
-------------------
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.
Section 8. Controller. The Controller shall keep and maintain, or
----------
cause to be kept and maintained, adequate and correct accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. The Controller (or in the absence of a Controller, such other person as
shall be designated by the Board of Directors) shall be the principal accounting
officer of the Corporation.
Section 9. Duties. Except as otherwise provided in this Article,
------
the officers of the Corporation shall have all the usual powers and shall
perform all the usual duties incident to their respective offices and, in
addition, shall have such other powers and
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shall perform such other duties as shall be assigned to them from time to time
by the Board of Directors.
Section 10. Delegation of Duties. In the absence or disability of
--------------------
any officer of the Corporation, the Board of Directors may, subject to the
provisions of this Article, delegate such officer's powers and duties to any
other officer, or to any director, during such absence or disability, and the
person so delegated shall, for the time being, be the officer whose powers and
duties he so assumes.
Section 11. Vacancies. Vacancies in any office arising from any
---------
cause at any time may be filled by the directors at any regular or special
meeting.
Section 12. Officers Appointed by Chief Executive Officer. The Chief
---------------------------------------------
Executive Officer may appoint officers of divisions or departments of the
Corporation, but such persons shall not be considered to be officers of the
Corporation unless so elected by the Board of Directors. Any such officer shall
serve at the discretion of the Chief Executive Officer.
Section 13. Salaries, The salaries of all officers of the
--------
Corporation shall be approved by the Board of Directors.
Section 14. Bonds. The Board of Directors may require any officer to
-----
give a bond for the faithful performance of his duties in such sum as said Board
of Directors may determine, such bond to be executed by a reliable surety
company, but the expense of obtaining the same shall be borne by the
Corporation.
Section 15. Representation of Shares of Other Corporations. The
----------------------------------------------
Chairman of the Board or the President or any Vice President and the Secretary
or Assistant Secretary of this Corporation are authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
Corporation. The authority herein granted to said officers to vote or represent
on behalf of this Corporation any and all shares held by this Corporation in any
other corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officer(s). Nothing herein will affect the authority of this
15
<PAGE>
Corporation to assign, grant or otherwise convey the authority to vote or
represent on behalf of this Corporation any of such shares to any other person.
Section 16. Retirement. Officers of the Corporation shall be retired
----------
from their status as officers forthwith and automatically upon reaching the age
of 65 years or upon becoming disabled, provided, however, that the Board of
Directors may by resolution extend the tenure of certain officers as provided in
such resolution.
ARTICLE V
Certificates of Stock
---------------------
Section 1. Form and Execution of Certificates. The certificates of
----------------------------------
shares of stock of the Corporation shall be in such form as shall be approved by
the Board of Directors. All certificates shall be signed by the Chairman of the
Board or the President or a Vice President, and by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer; provided, however, that
if any such certificate is countersigned by a transfer agent other than the
Corporation or its employee or by a registrar other than the Corporation or its
employee, if the Board of Directors shall by resolution so authorize, the
signatures of the Chairman of the Board or the President or Vice President and
of the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer may
be facsimiles.
Section 2. Certificates to be Entered. All certificates shall be
--------------------------
consecutively numbered and the names in which they are issued, the number of
shares and the date of issue shall be entered in the Corporation's books.
Section 3. Transfer of Shares. Shares shall be transferred only on
------------------
the books of the Corporation by the holder thereof, in person or by his
attorney, upon the surrender and cancellation of certificates for a like number
of shares.
Section 4. Regulations. The Board of Directors shall have power and
-----------
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock, and
may appoint a transfer agent or transfer agents and a registrar or registrars of
transfers, and may require all
16
<PAGE>
stock certificates to bear the signature of any such transfer agent and
registrar of transfers.
Section 5. Lost, Stolen, Destroyed and Mutilated Certificates. In
--------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided, however, that a new
certificate may be issued without requiring any bond when, in the judgment of
the Board, it is proper so to do.
ARTICLE VI
Seal
----
The Board of Directors shall provide a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation in words and
figures showing that it was incorporated in the State of Delaware in the year
1969.
ARTICLE VII
Indemnification
---------------
Section 1. Indemnification of Directors, Officers, Employees and
-----------------------------------------------------
Agents. The Corporation shall indemnify, to the fullest extent permitted by
- ------
applicable law, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation,
17
<PAGE>
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
----
contendere or its equivalent, shall not of itself create a presumption that the
- ----------
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, that he had reasonable cause to believe
that his conduct was unlawful.
Section 2. Denial of Right to Indemnification. Indemnification
----------------------------------
under Section 1 above shall be made by the Corporation unless a determination is
reasonably and promptly made that indemnification of a director, officer,
employee or agent is not proper in the circumstances because he has not met the
applicable standard of conduct set forth in Section 1 or because of other
grounds for denying indemnification under applicable law. Such determination may
be made only (i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceedings, or (ii) if such a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders.
Section 3. Expenses in Successful Defense. Notwithstanding the
------------------------------
other provisions of this Article, to the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
above or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Prepaid Expenses. Expenses incurred in defending a civil
----------------
or criminal action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, or employee or agent
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Section 5. Other Rights and Remedies. The indemnification and
-------------------------
advancement of expenses provided by or granted pursuant to this Article shall
not be deemed
18
<PAGE>
exclusive of any other right to which one seeking indemnification or advancement
of expenses may be entitled under any ByLaws, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
Section 6. Insurance. Upon resolution passed by the Board of
---------
Directors, the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of applicable law.
Section 7. Interpretation. For purposes of this Article:
--------------
(a) References to "the Corporation" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(b) References to "other enterprises" shall include employee
benefit plans; references to "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or
involves services by such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably
19
<PAGE>
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interest of the Corporation" as referred to in this Article.
(c) The rights to indemnification and advancement of expenses
provided by this Article shall continue as to a person who has ceased to be a
director, officer, employee or agent, and shall inure to the benefit of the
heirs, executors and administrators of such person.
ARTICLE VIII
Amendments
----------
These ByLaws may be amended or repealed, or new ByLaws adopted, by
vote of shareholders entitled to exercise a majority of the voting power of the
Corporation or by the written assent of such shareholders. Subject to the right
of shareholders to adopt, amend or repeal ByLaws, these ByLaws may also may be
amended or repealed, or new ByLaws adopted, by the Board of Directors, except
that no amendment or repeal of Sections 1.b and 2 of Article III or of this
Article VIII may be effected without the affirmative vote or written assent of
seventy-five percent (75%) of the voting power of this Corporation.
ARTICLE VIII(A)
No Action by Written Assent
---------------------------
Notwithstanding the provision in Article VIII of these ByLaws for
amendment of these ByLaws by written assent of shareholders, these ByLaws may
not be amended by written assent of the shareholders because Article Fourteenth
of the Certificate of Incorporation of this Corporation specifically denies to
the shareholders the power to consent in writing to the taking of any action,
except as otherwise expressly provided in said Article.
20
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF PRIMARY NET INCOME PER SHARE
-------------------------------------------
OF COMMON STOCK
---------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JAN. 29, JAN. 30, JAN. 29, JAN. 30,
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income from continuing operations $ 3,252 $ 1,341 $ 4,621 $ 7,102
Income from discontinued operations,
net of taxes 337 331 835 633
------- ------- ------- -------
Net income applicable to primary
earnings per common share $ 3,589 $ 1,672 $ 5,456 $ 7,735
======= ======= ======= =======
Common stock and common stock
equivalents:
Average shares of common stock
outstanding during the period 18,054 18,018 18,052 18,011
Net effect of common stock equivalents
(principally stock options and rights) 34 99 61 17
------- ------- ------- -------
Total common stock and common stock
equivalents 18,088 18,117 18,113 18,028
======= ======= ======= =======
Net income per average share of common stock:
Net income from continuing operations $ 0.18 $ 0.07 $ 0.26 $ 0.39
Income from discontinued operations,
net of taxes 0.02 0.02 0.04 0.04
------- ------- ------- -------
Primary net income per share $ 0.20 $ 0.09 $ 0.30 $ 0.43
======= ======= ======= =======
</TABLE>
EXHIBIT 11.1
<PAGE>
ROHR, INC. AND SUBSIDIARIES
---------------------------
CALCULATION OF FULLY DILUTED NET INCOME PER SHARE
-------------------------------------------------
OF COMMON STOCK - UNAUDITED
---------------------------
(in thousands except for share data)
------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ------------------
JAN. 29, JAN. 30, JAN. 29, JAN. 30,
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income from continuing operations
applicable to primary earnings per
common share $ 3,252 $ 1,341 $ 4,621 $ 7,102
Add back interest and issue expense on
convertible debentures and notes, net of
tax adjustment 699 1,234 1,400 2,459
------- ------- ------- -------
Adjusted income from continuing
operations applicable to common
stock on a fully diluted basis 3,951 2,575 6,021 9,561
Income from discontinued operations,
net of taxes 337 331 835 633
------- ------- ------- -------
Net income applicable to fully diluted
earnings per share $ 4,288 $ 2,906 $ 6,856 $10,194
======= ======= ======= =======
Average number of shares outstanding on
a fully diluted basis:
Shares used in calculating primary earnings
per share 18,088 18,117 18,113 18,028
Unexercised options 170 -- 143 --
Shares issuable on conversion of debentures
and notes 5,555 2,674 5,555 2,674
------- ------- ------- -------
Average number of shares outstanding
on a fully diluted basis 23,813 20,791 23,811 20,702
======= ======= ======= =======
Fully diluted net income per
share from continuing operations $ 0.17 $ 0.12 $ 0.25 $ 0.46
Income from discontinued operations,
net of taxes 0.01 0.02 0.04 0.03
------- ------- ------- -------
Fully diluted net income per
average common share $ 0.18 $ 0.14 $ 0.29 $ 0.49
======= ======= ======= =======
</TABLE>
Note:
The fully diluted earnings per share for the three-months and six-months
periods ended January 29, 1995, excludes the assumed conversion of those
securities that results in improvement of earnings per share. The assumed
conversion of the Company's convertible debentures for the three-months and
six-months periods ended January 30, 1994, were anti-dilutive, hence primary
earnings per share are presented for these periods in the Company's
Consolidated Statements of Earnings.
EXHIBIT 11.2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-END> JAN-29-1995
<CASH> 68426
<SECURITIES> 0
<RECEIVABLES> 102680
<ALLOWANCES> 0
<INVENTORY> 390027
<CURRENT-ASSETS> 610503
<PP&E> 525012
<DEPRECIATION> (299141)
<TOTAL-ASSETS> 1023255
<CURRENT-LIABILITIES> 180611
<BONDS> 574237
<COMMON> 18054
0
0
<OTHER-SE> 134547
<TOTAL-LIABILITY-AND-EQUITY> 1023255
<SALES> 0
<TOTAL-REVENUES> 411930
<CGS> 0
<TOTAL-COSTS> 365742
<OTHER-EXPENSES> 12849
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25611
<INCOME-PRETAX> 7728
<INCOME-TAX> 3107
<INCOME-CONTINUING> 4621
<DISCONTINUED> 835
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5456
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0.29
</TABLE>
