<PAGE>
1995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JULY 31, 1995
COMMISSION FILE NUMBER 1-6101
ROHR INC.
SAVINGS PLAN FOR EMPLOYEES
COVERED BY COLLECTIVE BARGAINING AGREEMENTS
-------------------------------------------
(Full Title of the Plan)
ROHR, INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098
(Address of principal executive offices)
(619) 691-4111
(Telephone No.)
================================================================================
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF JULY 31, 1995 AND 1994
AND FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3-4
Notes to Financial Statements 5-8
SCHEDULE AS OF JULY 31, 1995 PROVIDED IN COMPLIANCE
WITH THE DEPARTMENT OF LABOR RULES AND REGULATIONS
FOR REPORTING AND DISCLOSURES UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974:
Item 27a - Schedule of Assets Held for Investment 9
Item 27d - Schedule of Series Reportable Transactions 10
</TABLE>
All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 are omitted because of the absence of conditions under
which they are required.
i
<PAGE>
INDEPENDENT AUDITORS' REPORT
Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of net assets available for
benefits of the Rohr, Inc. Savings Plan for Employees Covered by Collective
Bargaining Agreements as of July 31, 1995 and 1994, and the related statements
of changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Rohr, Inc. Savings Plan
for Employees Covered by Collective Bargaining Agreements as of July 31, 1995
and 1994, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the accompanying table of contents are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of management.
Such schedules have been subjected to the auditing procedures applied in our
audit of the basic 1995 financial statements and, in our opinion, is fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ Deloitte & Touche LLP
November 3, 1995
-1-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE (Note 1):
Fidelity Growth and Income Portfolio $11,401,175
Fidelity Short Term Bond Portfolio 7,116,644
Fidelity Retirement Money Market Portfolio 357,705
Rohr Stock Fund 566,456
Investment in Master Trust Funds $19,384,092
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $19,441,980 $19,384,092
=========== ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GROWTH
CAPITAL ROHR AND
EQUITY ACCUMULATION STOCK INCOME
FUND FUND FUND PORTFOLIO
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 167,189 $ 167,906 $ 69,287 $ 340,222
Employer 37,596 38,482 15,200 74,365
----------- ----------- -------- -----------
204,785 206,388 84,487 414,587
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (238,935) (219,972) 121,752 1,834,670
Dividends 114,561 317,577
Interest 12,762 196,893 184 1,410
----------- ----------- -------- -----------
(111,612) (23,079) 121,936 2,153,657
----------- ----------- -------- -----------
93,173 183,309 206,423 2,568,244
----------- ----------- -------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 620,016 818,510 124,785 984,621
Administrative expenses 36,464 15,123 2,486 15,630
----------- ----------- -------- -----------
656,480 833,633 127,271 1,000,251
----------- ----------- -------- -----------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS (563,307) (650,324) 79,152 1,567,993
INTERFUND TRANSFERS 148,010 (141,373) (41,245) 277,801
----------- ----------- -------- -----------
NET INCREASE (DECREASE) (415,297) (791,697) 37,907 1,845,794
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 9,970,678 8,884,865 528,549
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1) (9,555,381) (8,093,168) 9,555,381
----------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 0 $ 0 $566,456 $11,401,175
=========== =========== ======== ===========
<CAPTION>
SHORT RETIREMENT
TERM MONEY
BOND MARKET
PORTFOLIO PORTFOLIO TOTAL
<S> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 310,798 $ 10,617 $ 1,066,019
Employer 84,307 2,013 251,913
---------- -------- -----------
395,105 12,630 1,317,982
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (31,362) 1,466,153
Dividends 307,194 8,229 747,561
Interest (4,432) 206,817
---------- -------- -----------
271,400 8,229 2,420,531
---------- -------- -----------
666,505 20,859 3,738,513
---------- -------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 1,047,816 8,050 3,603,798
Administrative expenses 6,901 223 76,827
---------- -------- -----------
1,054,717 8,273 3,680,625
---------- -------- -----------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS (388,212) 12,586 57,888
INTERFUND TRANSFERS (588,312) 345,119
---------- -------- -----------
NET INCREASE (DECREASE) (976,524) 357,705 57,888
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 19,384,092
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1) 8,093,168
---------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $7,116,644 $357,705 $19,441,980
========== ======== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CAPITAL ROHR
EQUITY ACCUMULATION STOCK
FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 583,630 $ 626,191 $ 86,574 $ 1,296,395
Employer 122,220 134,332 18,699 275,251
----------- ----------- -------- -----------
705,850 760,523 105,273 1,571,646
Plan interest in Master
Trust investment income:
Net appreciation (depreciation)
in fair value of investments 174,414 (423,657) 138,691 (110,552)
Dividends 393,062 393,062
Interest 20,729 626,680 481 647,890
----------- ----------- -------- -----------
588,205 203,023 139,172 930,400
----------- ----------- -------- -----------
1,294,055 963,546 244,445 2,502,046
----------- ----------- -------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 2,241,600 2,676,182 113,700 5,031,482
Administrative expenses 68,226 36,142 4,342 108,710
----------- ----------- -------- -----------
2,309,826 2,712,324 118,042 5,140,192
----------- ----------- -------- -----------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS (1,015,771) (1,748,778) 126,403 (2,638,146)
INTERFUND TRANSFERS 137,664 (124,245) (13,419)
----------- ----------- -------- -----------
NET INCREASE (DECREASE) (878,107) (1,873,023) 112,984 (2,638,146)
----------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 10,848,785 10,757,888 415,565 22,022,238
----------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 9,970,678 $ 8,884,865 $528,549 $19,384,092
=========== =========== ======== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Rohr, Inc. Savings Plan for Employees
Covered by Collective Bargaining Agreements (the "Plan") is provided for
general information purposes only. Participants should refer to the Plan
document for more complete information.
General - The Plan is a defined contribution savings plan, first made
effective January 1, 1966, and restated December 1, 1994. It is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Purpose of the Plan - The purpose of the Rohr, Inc. Savings Plan For
Employees Covered By Collective Bargaining Agreements (Restated, 1994) (as
amended to the date hereof, the "Plan") is to provide a regular savings and
investment program for eligible employees of Rohr, Inc. and its
subsidiaries.
Change in Trustees - Effective December 1, 1994, the assets held by the
Plan were transferred from Mellon Trust to the Fidelity Management Trust
Company. All investments formerly held by Mellon Trust were effectively
sold at their market values on this date and the proceeds transferred to
Fidelity Management Trust Company ("Fidelity") and invested into Fidelity
managed mutual funds.
Participation in the Plan - Employees of Rohr, Inc. (the "Company") are
eligible to participate in the Plan if they: (1) are covered by a
collective bargaining agreement specifying that they are to be covered by
the Plan and (2) have completed 12 calendar months of employment.
Contributions Under the Plan - Upon enrollment in the Plan, each
Participant must elect to contribute certain dollar amounts, solely by
payroll deductions made at each payroll date. The amount which may be
specified and deducted from an Employee's payroll for each two week period
ranging from $10 to $140.
The Company will contribute an amount equal to twenty five percent (25%) of
the first seventy dollars of the contribution made by each Member for any
two-week period referred to above ("Company Contributions") provided that
the maximum Company contribution for any Member for any such two-week
period shall be seventeen dollars and fifty cents ($17.50). Notwithstanding
the foregoing, the Company's aggregate contributions at any time will not
exceed its then accumulated earnings and profits.
Participants' Accounts - Fidelity, the Plan's asset manager, maintains an
account for each participant. The participants' accounts are credited for
their contributions and the Company's contributions. The accounts are
further adjusted for Plan fees and investment income or losses. Prior to
December 1, 1994, such accounts were maintained by Rohr.
-5-
<PAGE>
Investment Funds Included Within the Plan - Prior to December 1, 1994, each
participant had the option of electing to invest in the Capital
Accumulation Fund, Equity Fund or Rohr Stock Fund in any combination of 25%
increments. The Capital Accumulation Fund was invested in fixed income debt
obligations of unaffiliated issuers. The Equity Fund was invested in a
diversified portfolio of equity and/or debt securities of unaffiliated
issuers. The Rohr Stock Fund was invested in common stock of the Company.
As of December 1, 1994, Fidelity became the Plan's new investment provider,
trustee and recordkeeper. Each participant has the option of electing to
invest in the Fidelity Retirement Money Market Portfolio, Fidelity Short-
Term Bond Portfolio, Fidelity Growth & Income Portfolio or Rohr Stock Fund
in any combination of 25% increments.
The Fidelity Retirement Money Market Portfolio - A portfolio invested
in short-term money market securities with maturities less than 90
days:
The Fidelity Short-Term Bond Portfolio - A portfolio invested
primarily in investment grade debt securities of unaffiliated issues.
The Fidelity Growth and Income Portfolio - A portfolio invested in a
combination of U.S. and foreign stocks and debt securities of
unaffiliated issues.
The Rohr Stock Fund - A fund invested in the common stock of the
Company.
Vesting Provisions of the Plan - The participants cumulatively vest 20% in
the Company's contributions for each 12 months of service up to 100%.
Withdrawals Under the Plan - Under the Plan, a participating employee or
his legal successors will be entitled to a cash distribution of the value
of the investments held in his account upon retirement, death, entry into
the armed forces, permanent and total disability, layoff, or termination
for other reasons. Upon termination of employment for any reason,
participants have the option of deferring distribution of savings until the
later of retirement or attainment of age 70-1/2. Active employees must make
a total withdrawal by April 1 following the calendar year they attain the
age 70-1/2.
A participant may voluntarily withdraw from the Plan but may not thereafter
become a participant in the Plan again until 12 months have elapsed. The
amount distributable upon withdrawal includes the full value of the
investments held in the withdrawing participant's account attributable to
his own contributions and the value of the investments attributable to that
portion of the Company's contributions that has become vested.
A Participant may also make a partial withdrawal of the amounts in his or
her Account under the Plan if such a partial withdrawal is approved by the
Plan Administrator as being required to relieve financial hardship caused
by such matters as illness or disability of the Participant or a dependent
member of his or her immediate family or a situation beyond the
Participant's control involving serious financial loss.
Only one partial withdrawal may be made during any six month period, and
for six months after such partial withdrawal no further contributions may
be made by the Participant or the Company for his or her account. Any
partial withdrawal must be for at least $100, and any larger amount must be
in added increments of $50. Withdrawals can only be made from fully vested
Company contributions or from Participant contributions that have been in
the Plan at least seventeen quarters.
-6-
<PAGE>
The Plan does not reflect as liabilities amounts allocated to accounts of
persons who have elected to withdraw from the Plan but have not yet been
paid. Such withdrawals payable amounted to $0 and $681,151 at July 31, 1995
and 1994, respectively.
Forfeiture of Interest Under the Plan - The value of investments in each
Participant's account attributable to the Participant's own contributions
is not subject to forfeiture. Any Participant who voluntarily withdraws or
whose employment is terminated for reasons other than retirement, layoff
for four weeks or more, death, entry into the armed forces or permanent and
total disability will forfeit that portion of the value of his account
attributable to the Company's contributions in which no interest has
vested.
All amounts forfeited under the Plan will remain in the Plan and will be
applied against future contributions to the Plan by the Company. If the
Plan is terminated, any forfeited amounts not yet applied against Company
contributions will accrue ratably to the remaining participants in the Plan
at the date of termination.
Termination of the Plan - The Company has the right to terminate the Plan
at any time, except as provided in any applicable provision in a collective
bargaining agreement whose term has not expired. Upon termination of the
Plan, the entire amount of each participant's account (including that
portion of the account attributable to the Company's contributions which
would not otherwise be vested) shall become fully vested and
nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting. Plan investments are stated at fair value. Fair values were
determined by valuing securities at either closing prices on national stock
exchanges or at the average of bid and ask quotations for those securities
traded in the over-the-counter market.
3. INVESTMENTS
Rohr, Inc. had established Master Trust Funds to provide a medium for the
commingling for investment purposes of assets held in trust by Mellon Bank,
N.A. under various employee benefit plans qualified under the Internal
Revenue Code and maintained by the Company.
The fair value of the Plan's investment in net assets of the Master Trust
Funds as of July 31, 1994 was as follows:
<TABLE>
<CAPTION>
CAPITAL ROHR
EQUITY ACCUMULATION STOCK
JULY 31, 1994 FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Plan's interest 3.15% 11.66% 11.68% 4.88%
Common stock $8,905,263 $528,383 $ 9,433,646
Preferred stock 351,081 351,081
United States government securities $7,877,699 7,877,699
Cash and cash equivalents 793,610 854,915 13,483 1,662,008
Other assets, net of liabilities (79,276) 152,251 (13,317) 59,658
---------- ---------- -------- -----------
Plan's investment $9,970,678 $8,884,865 $528,549 $19,384,092
========== ========== ======== ===========
</TABLE>
-7-
<PAGE>
On December 1, 1994, all assets of the Plan were transfered to Fidelity and
invested into Fidelity managed mutual funds (see Note 1).
The Plan's interest in the Rohr Stock Fund represents 38,051 and 45,946
shares of Rohr, Inc. common stock as of July 31, 1995 and 1994,
respectively.
4. TAX STATUS
The Company has obtained a determination letter from the Internal Revenue
Service indicating that the Plan meets the requirements of Section 401(a)
of the Internal Revenue Code and is exempt from Federal income tax under
Section 501(a) of the Code.
Participants are not subject to tax on Company contributions or on income
or gains in Plan funds until a distribution from the Plan, as determined
under Internal Revenue Service Rules, is made to them.
5. PARTICIPANT UNITS AND UNIT VALUES
The ending monthly participant units and unit values for the year ending
July 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
CAPITAL
EQUITY FUND ACCUMULATION FUND ROHR STOCK FUND
---------------------- ---------------------- --------------------
1994 UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE
<S> <C> <C> <C> <C> <C> <C>
August, 1993 1,106,612 $ 9.80 2,480,262 $4.34 388,705 $1.07
September 1,088,375 9.77 2,384,360 4.35 340,277 1.02
October 1,088,001 9.94 2,359,578 4.36 342,493 1.10
November 1,109,749 9.52 2,292,175 4.35 331,419 1.29
December 1,064,921 10.04 2,217,511 4.37 321,762 1.57
January, 1994 1,066,828 10.44 2,237,205 4.40 326,903 1.51
February 1,062,729 10.13 2,208,743 4.36 324,202 1.41
March 1,003,032 9.61 2,130,733 4.33 313,304 1.30
April 998,823 9.77 2,094,371 4.31 313,637 1.23
May 1,004,227 9.87 2,106,452 4.31 319,237 1.33
June 1,006,188 9.69 2,037,545 4.32 323,427 1.47
July 999,577 9.97 2,033,383 4.37 328,455 1.61
1995
August, 1994 976,755 $10.37 1,962,275 $4.37 322,614 $1.44
September 975,583 10.15 1,947,542 4.35 323,947 1.29
October 978,485 10.21 1,907,497 4.36 318,751 1.27
November 972,237 9.81 1,865,089 4.33 313,625 1.27
</TABLE>
Plan investments were not unitized effective December 1, 1994. As such,
ending monthly participant units and unit values for periods subsequent to
November 1994 are not presented.
* * * * * *
-8-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PLAN'S PLAN'S
INVESTMENT INVESTMENT
FUND AT COST AT FAIR VALUE
<S> <C> <C>
Rohr Stock $ 401,998 $ 566,456
Fidelity Growth and Income 9,646,030 11,401,175
Fidelity Short-Term Bond Portfolio 7,125,160 7,116,644
Fidelity Retirement Money Market Portfolio 357,705 357,705
----------- -----------
Total assets held for investment $17,530,893 $19,441,980
=========== ===========
</TABLE>
-9-
<PAGE>
ROHR, INC. SAVINGS PLAN FOR EMPLOYEES COVERED
BY COLLECTIVE BARGAINING AGREEMENTS
ITEM 27d - SCHEDULE OF SERIES REPORTABLE TRANSACTIONS
AS OF JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
INVOLVED OF ASSETS PRICE PRICE ASSETS DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Rohr Stock Mutual Fund $ 680,005
Rohr Stock Mutual Fund $ 120,403 $ 133,613 $ 120,403 $(13,210)
Growth and Income Mutual Fund 10,666,200
Growth and Income Mutual Fund 1,103,934 1,025,511 1,103,934 78,423
Short Term Bond Mutual Fund 8,815,417
Short Term Bond Mutual Fund 1,662,980 1,685,825 1,662,980 (22,845)
Retirement Money Market Mutual Fund 387,194
Retirement Money Market Mutual Fund 29,489 29,489 29,489 0
</TABLE>
-10-
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
ROHR INC.
SAVINGS PLAN FOR EMPLOYEES
COVERED BY COLLECTIVE
BARGAINING AGREEMENTS
(Restated, 1994)
By: /s/ A.L. MAJORS
-----------------------------
A.L. Majors, Chairman
Administrative Committee for the
Rohr Inc.
Savings Plan for Employees
Covered by Collective Bargaining
Agreements (Restated, 1994)
Date: January 18, 1996
11
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-14382 of Rohr, Inc. on Form S-8 of our report dated November 3, 1995,
appearing in this Annual Report on Form 11-K of Rohr, Inc. Savings Plan for
Employees Covered By Collective Bargaining Agreements for the year ended
July 31, 1995.
San Diego, California
January 18, 1995
