<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
PRETAX SAVINGS PLAN
FOR THE SALARIED EMPLOYEES OF
ROHR, INC.
-----------------------------
(Full Title of the Plan)
ROHR, INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910-2098
(Address of principal executive offices)
(619) 691-4111
(Telephone No.)
================================================================================
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
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 3-5
Notes to Financial Statements 6-10
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 11
Item 27d - Schedule of Series Reportable Transactions 12
</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
To the Committee for the Administration of the
Rohr, Inc. Savings Plans:
We have audited the accompanying statements of net assets available for
benefits of The Pretax Savings Plan for the Salaried Employees of Rohr, Inc.
(the "Plan") 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 Pretax Savings Plan for
the Salaried Employees of Rohr, Inc. 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>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JULY 31, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE (Note 3):
Fidelity Growth and Income Portfolio $ 41,704,616
Fidelity Magellan Fund 30,602,227
Fidelity Asset Manager Fund 22,044,178
Fidelity Short-term Bond Portfolio 20,905,907
Fidelity Asset Manager Growth Fund 13,000,518
Fidelity Disciplined Equity Fund 12,791,246
Rohr Stock Fund 12,375,768
Fidelity Retirement Money Market Portfolio 8,646,607
Fidelity Asset Manager Income Fund 7,366,162
Fidelity Overseas Fund 6,993,239
------------ ------------
Investments in Master Trust Funds $149,420,904
Investment in Rohr Legend Stock 1,450,265
------------ ------------
Total investments 176,430,468 150,871,169
PARTICIPANT LOANS RECEIVABLE 9,034,057 9,420,924
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $185,464,525 $160,292,093
============ ============
</TABLE>
See notes to financial statements.
-2-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FIDELITY
CAPITAL ROHR GROWTH &
EQUITY ACCUMULATION LEGEND INCOME
FUND FUND STOCK PORTFOLIO
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 943,577 $ 758,800 $ 1,670,329
Employer (1,313) (1,763) 464,754
------------ ------------ ------------
942,264 757,037 2,135,083
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (1,837,292) (1,631,493) $ 270,412 $ 7,927,257
Dividends 899,369 2,095,792
Interest 100,146 1,500,009 11,892
Principal payments on loans 723,123 607,555 522,195
Interest payments on loans 80,464 68,015 0 83,907
------------ ------------ ----------- ------------
(34,190) 544,086 270,412 10,641,043
------------ ------------ ----------- ------------
908,074 1,301,123 270,412 12,776,126
------------ ------------ ----------- ------------
DEDUCTIONS:
Withdrawals and benefit payments 4,453,509 3,918,204 145,518 2,342,708
Administrative expenses 210,203 111,633 83,202
Loan disbursements 517,221 868,072 0 468,268
------------ ------------ ----------- ------------
5,180,753 4,897,909 145,518 2,894,278
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFER (4,272,679) (3,596,786) 124,894 9,881,848
INTERFUND TRANSFERS 675,169 (675,090) (1,575,159) (42,774,587)
------------ ------------ ----------- ------------
NET INCREASE (DECREASE) (3,597,510) (4,271,876) (1,450,265) (32,892,739)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 78,142,178 67,283,363 1,450,265
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1) (74,544,668) (63,011,487) 74,544,668
NET INCREASE DUE TO TRANSFER FROM HTA
(Note 1) 52,687
NET INCREASE DUE TO TRANSFER FROM ESOP
(Note 1)
------------ ------------ ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 0 $ 0 $ 0 $ 41,704,616
============ ============ =========== ============
<CAPTION>
FIDELITY
FIDELITY FIDELITY ASSET
MAGELLAN OVERSEAS MANAGER
FUND FUND FUND
<S> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 1,443,853 $ 450,905 $ 973,365
Employer 408,947 122,480 276,766
----------- ---------- -----------
1,852,800 573,385 1,250,131
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 6,218,811 702,350 2,039,645
Dividends 94,561 392 272,788
Interest 584 185 474
Principal payments on loans 355,353 99,034 255,268
Interest payments on loans 61,065 17,007 31,607
----------- ---------- -----------
6,730,374 819,148 2,559,782
----------- ---------- -----------
8,583,174 1,392,533 3,849,913
----------- ---------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 712,227 180,415 1,153,766
Administrative expenses 7,600 1,763 7,632
Loan disbursements 509,142 94,085 281,399
----------- ---------- -----------
1,228,969 276,263 1,442,797
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFER 7,354,205 1,116,270 2,407,116
INTERFUND TRANSFERS 23,248,022 5,876,969 19,534,802
----------- ---------- -----------
NET INCREASE (DECREASE) 30,602,227 6,993,239 21,941,918
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1)
NET INCREASE DUE TO TRANSFER FROM HTA
(Note 1) 102,260
NET INCREASE DUE TO TRANSFER FROM ESOP
(Note 1)
----------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $30,602,227 $6,993,239 $22,044,178
=========== ========== ===========
</TABLE>
See notes to financial statements.
-3-
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FIDELITY FIDELITY
FIDELILTY ASSET ASSET
DISCIPLINED MANAGER MANAGER ROHR
EQUITY GROWTH INCOME STOCK
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 651,172 $ 736,360 $ 262,591 $ 76,045
Employer 169,554 206,515 74,628 675,227
----------- ----------- ---------- -----------
820,726 942,875 337,219 751,272
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments 2,169,114 1,699,161 519,979 3,371,867
Dividends 1,101 109,877
Interest 253 362 148 2,111
Principal payments on loans 160,988 206,312 82,968 40,746
Interest payments on loans 24,011 29,460 9,657 8,375
----------- ----------- ---------- -----------
2,354,366 1,936,396 722,629 3,423,099
----------- ----------- ---------- -----------
3,175,092 2,879,271 1,059,848 4,174,371
----------- ----------- ---------- -----------
DEDUCTIONS:
Withdrawals and benefit payments 237,123 312,162 459,497 903,990
Administrative expenses 3,995 4,509 2,831 13,263
Loan disbursements 158,432 201,122 84,075 56,322
----------- ----------- ---------- -----------
399,550 517,793 546,403 973,575
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFER 2,775,542 2,361,478 513,445 3,200,796
INTERFUND TRANSFERS 9,882,527 10,639,040 6,852,717 2,161,343
----------- ----------- ---------- -----------
NET INCREASE (DECREASE) 12,658,069 13,000,518 7,366,162 5,362,139
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 3,995,363
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1)
NET INCREASE DUE TO TRANSFER FROM HTA
(Note 1) 133,177
NET INCREASE DUE TO TRANSFER FROM ESOP
(Note 1) 3,018,266
----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $12,791,246 $13,000,518 $7,366,162 $12,375,768
=========== =========== ========== ===========
<CAPTION>
FIDELITY
FIDELITY RETIREMENT
SHORT-TERM MONEY PARTICIPANT
BOND MARKET LOANS
PORTFOLIO PORTFOLIO RECEIVABLE TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employees $ 921,082 $ 315,259 $ 9,203,338
Employer 276,840 108,039 2,780,674
------------ ---------- ----------- ------------
1,197,922 423,298 11,984,012
INVESTMENT ACTIVITY:
Net realized and unrealized appreciation
(depreciation) in fair value of
investments (1,057,431) 20,392,560
Dividends 1,400,304 224,818 5,099,002
Interest (33,877) (3,569) 1,578,718
Principal payments on loans 352,904 110,888 $(3,517,334)
Interest payments on loans 49,489 10,782 473,839
------------ ---------- ----------- ------------
711,389 342,919 (3,517,334) 27,544,119
------------ ---------- ----------- ------------
1,909,311 766,217 (3,517,334) 39,528,131
------------ ---------- ----------- ------------
DEDUCTIONS:
Withdrawals and benefit payments 1,790,262 488,804 479,426 17,577,611
Administrative expenses 24,395 4,950 475,896
Loan disbursements 270,009 101,746 (3,609,893)
------------ ---------- ----------- ------------
2,084,666 595,500 (3,130,467) 18,053,507
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFER (175,355) 170,717 (386,867) 21,474,624
INTERFUND TRANSFERS (41,930,225) 8,084,472
------------ ---------- ----------- ------------
NET INCREASE (DECREASE) (42,105,580) 8,225,189 (386,867) 21,474,624
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 9,420,924 160,292,093
NET INCREASE (DECREASE) DUE TO TRANSFER
TO FIDELITY (Note 1) 63,011,487
NET INCREASE DUE TO TRANSFER FROM HTA
(Note 1) 391,418 679,542
NET INCREASE DUE TO TRANSFER FROM ESOP
(Note 1) 3,018,266
------------ ---------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 20,905,907 $8,646,607 $ 9,034,057 $185,464,525
============ ========== =========== ============
</TABLE>
-4-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JULY 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CAPITAL ROHR ROHR PARTICIPANT
EQUITY ACCUMULATION STOCK LEGEND LOAN
FUND FUND FUND STOCK RECEIVABLE TOTAL
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR $78,820,290 $ 79,542,526 $ 1,616,397 $1,763,209 $12,201,522 $173,943,944
ADDITIONS:
Contributions:
Employees 5,796,525 5,371,655 11,168,180
Employer 1,499,422 1,499,422
----------- ------------ ---------- ---------- ----------- ------------
5,796,525 5,371,655 1,499,422 12,667,602
Plan interest in Master Trust
investment income:
Net appreciation (depreciation)
in fair value of investments 1,239,032 (3,219,987) 896,221 (1,084,734)
Dividends 2,939,865 2,939,865
Interest 156,307 4,771,113 2,491 4,929,911
----------- ------------ ---------- ---------- ----------- ------------
4,335,204 1,551,126 898,712 6,785,042
Net appreciation in fair value of
investments 391,138 391,138
Interest income 480,880 480,880
----------- ------------ ---------- ---------- ----------- ------------
10,131,729 6,992,781 2,398,134 391,138 480,880 20,324,662
DEDUCTIONS:
Withdrawals and benefit payments 13,472,027 15,540,421 4,737 704,082 3,485,558 33,206,825
Administrative expenses 476,811 278,446 14,431 769,688
----------- ------------ ---------- ---------- ----------- ------------
13,948,838 15,818,867 19,168 704,082 3,485,558 33,976,513
----------- ------------ ---------- ---------- ----------- ------------
NET INCREASE (DECREASE) PRIOR TO
INTERFUND TRANSFERS (3,817,109) (8,896,086) 2,378,966 (312,944) (3,004,678) (13,651,851)
INTERFUND TRANSFERS 3,138,997 (3,363,077) 224,080
----------- ------------ ---------- ---------- ----------- ------------
NET INCREASE (DECREASE) (678,112) (12,259,163) 2,378,966 (312,944) (2,780,598) (13,651,851)
----------- ------------ ---------- ---------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $78,142,178 $ 67,283,363 $3,995,363 $1,450,265 $ 9,420,924 $160,292,093
=========== ============ ========== ========== =========== ============
</TABLE>
See notes to financial statements.
-5-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1995 AND 1994
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of The Pretax Savings Plan for the Salaried
Employees of Rohr, Inc. (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan document for more
complete information.
General - The Plan is a defined contribution 401(k) plan, first made
effective January 1, 1966, and restated, 1994. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Effective August 1, 1983, the Plan was amended and restated to incorporate
the requirements for a cash or deferred arrangement under Section 401(k) of
the Internal Revenue Code and redesignated as The Pretax Savings Plan for
the Salaried Employees of Rohr, Inc.
Effective December 1, 1994, the underlying assets of the Plan were
transferred from Mellon Trust to Fidelity Management Trust Company. The
market values of investment held by Mellon Trust at November 30, 1994 have
become the cost basis for the Plan's assets as held by Fidelity, except for
the Rohr Stock Fund which was transferred at its original cost basis.
Effective December 1, 1994, all Rohr, Inc. Salaried Employee Stock
Ownership (ESOP) investment balances were merged into the Pretax Savings
Plan for the Salaried Employees of Rohr, Inc.
Effective January 19, 1995, all HTA Savings Plan investment balances were
merged into the Pretax Savings Plan for the Salaried Employees of Rohr,
Inc.
Purpose of the Plan - The purposes of the Plan are to provide Eligible
Employees with the opportunity to accumulate personal savings on a pretax
and post tax basis with the Company's assistance and to permit Participants
to direct investment of their savings among a broad spectrum of investment
funds, including a Rohr, Inc. stock fund, which shall be held for their
benefit in the Plan.
Participation in the Plan - Employees of the Company are eligible to
participate in the Plan upon hire and part-time or temporary employees may
participate if they work more than 1,000 hours per year. Employees need not
be represented by a labor organization to be eligible. Prior to December 1,
1994, employees of the Company were eligible to participate in the Plan if
they: (1) are actively employed on the last business day of the Plan year
in which they were employed and (2) were represented by a labor
organization which had signed an agreement making this Plan applicable to
such person or (3) were not represented by a labor organization or (4) were
temporary employees who had worked 1,000 hours or more during the plan
year.
Contributions under the Plan - Participants may make pretax or post tax
contributions up to 17% of their gross pay. Contributions by highly-
compensated employees are limited to 11% of their gross pay. The Company
contributes to each participating employee's account an amount equal to 75%
of the first 4% saved before taxes. Prior to December 1, 1994, employees
contributed up to 18% of their compensation into the Plan through payroll
deductions. The Company contributed to each participating
-6-
<PAGE>
employee's account, an amount equal to 25% of the first 5% of the
participant's contribution, not to exceed 1-1/4% of the participant's
annual compensation. The maximum employee contributions (which are limited
by Internal Revenue Service regulations) for calendar years 1995 and 1994
were $9,240.
Investment Funds Included Within the Plan - Participating employees may
invest their savings in any combination of the following funds:
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.
The Fidelity Growth and Income Portfolio - A portfolio invested in a
combination of U.S. and foreign stocks and debt securities.
The Fidelity Magellan Fund - A fund invested in the stocks of both
well-known and lesser known companies.
The Fidelity Disciplined Equity Fund - A fund invested in a broad
array of stocks.
The Fidelity Overseas Fund - A fund investing in the stocks of
primarily foreign companies.
The Fidelity Asset Manager Funds - These three funds invest in a
combination of foreign and domestic stocks, bonds and short-term
securities.
The Rohr Stock Fund - A fund invested in the common stock of the
Company.
Prior to December 1, 1994 and under the Mellon Trust, each participating
employee had the option of electing to invest: (1) 100% in either the
Capital Accumulation Fund or the Equity Fund or (2) 50% in each fund. The
Capital Accumulation Fund is invested in fixed income debt obligations of
unaffiliated issuers. The Equity Fund is invested in a diversified
portfolio of equity and/or debt securities of unaffiliated issuers. No
further employee contributions may be invested in Company securities, which
were designated as the Rohr Stock Fund. The Company's contribution from
March to October of 1992 was made in Rohr Legend Stock (excluding
Hagerstown union employees) which was restricted for trading for a two year
period. Beginning in October 1992 (February 1993 for Hagerstown union
employees), Company contributions were made in cash which was used by the
trustee to purchase Rohr common stock.
Vesting Provisions of the Plan - The participants cumulatively vest 20% in
the Company's contributions for each year in which they work 1,000 hours,
up to 100%. Participants who were active on January 1, 1995 became 100%
vested.
Withdrawals under the Plan - Under the Plan, a participating employee or
his legal successors will be entitled to a cash distribution of the vested
value of the investments held in his account upon retirement, death, entry
into the armed forces, permanent and total disability, layoffs or any other
reason. Participants separating from service for whatever reason, have the
option of deferring distribution of savings until age 70-1/2. Rohr Stock
Fund distributions may be paid in shares, with residual amounts (fractional
shares) paid in cash. After December 1, 1994 distributions are paid in cash
unless stock is requested.
-7-
<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 $3,907,638 at July 31,
1995 and 1994, respectively.
A participant may withdraw, not more than once each Plan year, an amount
equal to all or a portion of the value of the investments held in the
participant's account attributable to the participant's post tax and
rollover contributions, and the value of the investments attributable to
that portion of the Company's contributions that has become vested and is
greater than two years old unless the participant has been in the Plan five
years.
Withdrawals by participants must be made of all withdrawal amounts in each
available category below (listed in descending order) before amounts in the
next following category may be withdrawn:
1. Participant Post Tax Contributions Account
2. Rollover Account; and
3. Company Matching Account
Prior to December 1, 1994, withdrawals by participants were made of all
withdrawal amounts in each available category below (listed in descending
order) before amounts in the next following category were withdrawn:
1. Participant contributions prior to August 1, 1983;
2. Company contributions prior to August 1, 1983;
3. Company contributions after July 31, 1983;
4. Rollover account.
Prior to age 59-1/2 participants are allowed to make withdrawals from their
pretax contributions made after July 31, 1983 on a hardship basis only.
Withdrawals are subject to the following conditions:
1. A partial withdrawal must be at least $100 and any additional amount
must be in increments of $50.
2. An employee may not contribute more than 5% of his compensation to the
Plan until 6 months after the last day of the month in which the
notice of withdrawal is approved. Effective December 1, 1994 an
employee may not contribute to the plan until 12 months after the
hardship withdrawal is approved.
3. All Company contributions made prior to August 1, 1983 are fully
vested and may be withdrawn. Any withdrawal attributable to
contributions made by the Company after August 1, 1983 shall be
restricted to the vested portion which has been held in such account
for at least two years, unless the participant has been in the Plan
for 60 months, in which case the participant may withdraw all
contributions made by the Company after August 1, 1983.
4. A participant may make a hardship withdrawal of his pre-tax
contributions, if such withdrawal is approved by the administering
committee as required to relieve financial hardship caused by such
matters as illness or disability to the employee or a dependent member
of his immediate family, or a situation beyond the employee's control
involving serious financial loss.
-8-
<PAGE>
Forfeiture of Interest under the Plan - Upon a participant's or past
participant's separation from service, the portion of investments
attributable to contributions made by the Company which have not vested
shall remain in such accounts. Such nonvested amounts shall be forfeited on
the date which is 60 consecutive months after separation from service or
cash-out. If the participant is rehired before such forfeiture, the
nonvested portion shall remain in the participant's account.
All amounts forfeited under the Plan will remain in the Plan and will be
applied against future contributions to the Plan by the Company. If the
Plan is terminated, any forfeited amounts not yet applied against Company
contributions will accrue ratably to the remaining participants in the Plan
at the date of termination.
Termination of the Plan - The Company expects the Plan to be permanent and
continue indefinitely, but since future conditions affecting the Company
cannot be anticipated or foreseen, Rohr, Inc. must necessarily and does
hereby reserve the right in its sole discretion to amend, modify or
terminate the Plan at any time. Upon termination of the Plan, the entire
amount of each participant's account (including that portion of the account
attributable to the Company's contributions which would not otherwise be
vested) shall become fully vested and nonforfeitable.
2. SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting. Plan investments are stated at fair value. Fair values were
determined by valuing securities at either closing prices on national stock
exchanges or at the average of bid and ask quotations for those securities
traded in the over-the-counter market.
3. INVESTMENTS
Rohr, Inc. 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 investments in net assets of the Master Trust
Funds and the Plan's interest in each fund as of July 31, 1994 were as
follows:
<TABLE>
<CAPTION>
CAPITAL ROHR
EQUITY ACCUMULATION STOCK
JULY 31, 1994 FUND FUND FUND TOTAL
<S> <C> <C> <C> <C>
Plan's interest 24.72% 88.34% 88.32% 37.65%
Common stock $69,792,309 $3,994,107 $ 73,786,416
Preferred stock 2,751,490 2,751,490
United States government securities $59,656,289 59,656,289
Corporate obligations 74 74
Cash and cash equivalents 6,219,681 6,474,107 101,920 12,795,708
Other assets, net of liabilities (621,376) 1,152,967 (100,664) 430,927
----------- ----------- ---------- ------------
Plan's investment $78,142,178 $67,283,363 $3,995,363 $149,420,904
=========== =========== ========== ============
</TABLE>
On December 1, 1994, all assets of the Plan were transferred to Fidelity
and invested in Fidelity managed mutual funds (see Note 1).
-9-
<PAGE>
The Plan's interest in the Rohr Stock Fund represents 832,693 shares and
347,314 shares of Rohr, Inc. common stock as of July 31, 1995 and 1994,
respectively.
4. PARTICIPANT LOANS RECEIVABLE
Participant loans receivable consist of general purpose and principal
residence loans. General purpose loans have terms ranging from 1 to 4-1/2
years and provide fixed interest rates based upon federal short-term rates
(5.81% and 5.49% at July 31, 1995 and 1994). Principal residence loans have
terms ranging from 1 to 15 years and provide fixed interest rates based
upon Federal long-term rates (6.56% and 7.22% at July 31, 1995 and 1994).
Under either type of loan, employees may borrow up to 50% of the value of
their vested account balance up to a maximum of $50,000. The minimum an
employee may borrow is $500. In general, employee loans are payable in
equal weekly or bi-weekly installments through payroll deductions.
5. TAX STATUS
The Company has obtained a determination letter and has filed for exempt
status for the amended plan from the Internal Revenue Service indicating
that the Plan meets the requirements of Section 401(a) and 401(k) of the
Internal Revenue Code and is exempt from Federal income tax under Section
501(a) of the Code.
6. PARTICIPANT UNITS AND UNIT VALUES
The ending monthly participant units and unit values for the year ended
July 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
CAPITAL
EQUITY FUND ACCUMULATION FUND ROHR FUND
---------------------- ----------------------- ----------------------
1994 UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE
<S> <C> <C> <C> <C> <C> <C>
August, 1993 2,251,141 $ 9.78 18,193,624 $4.37 3,055,702 $1.11
September 8,054,748 9.75 18,161,568 4.38 2,816,402 1.08
October 7,961,878 9.92 17,957,952 4.39 2,868,256 1.16
November 7,787,072 9.84 17,449,494 4.39 2,918,933 1.32
December 7,844,814 10.02 16,986,073 4.40 2,919,257 1.64
January, 1994 7,915,992 10.43 17,020,020 4.43 3,003,960 1.58
February 7,943,660 10.12 16,809,393 4.39 3,045,568 1.48
March 7,719,112 9.60 15,793,435 4.36 2,999,581 1.35
April 7,676,866 9.76 15,648,901 4.34 3,046,382 1.28
May 7,732,626 9.86 15,676,213 4.35 3,100,623 1.39
June 7,765,250 9.68 15,556,658 4.35 3,321,411 1.53
July 7,841,506 9.97 15,311,509 4.39 3,241,164 1.68
<CAPTION>
CAPITAL
EQUITY FUND ACCUMULATION FUND ROHR FUND
---------------------- ----------------------- ----------------------
1995 UNITS UNIT VALUE UNITS UNIT VALUE UNITS UNIT VALUE
<S> <C> <C> <C> <C> <C> <C>
August, 1994 7,683,406 $10.35 14,723,518 $4.40 3,180,280 $1.51
September 7,624,954 10.13 14,639,409 4.38 3,219,586 1.34
October 7,562,633 10.20 14,595,317 4.39 3,271,439 1.33
November 7,533,390 9.81 14,308,576 4.37 3,311,836 1.33
</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.
******
-10-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PLAN'S INVESTMENT PLAN'S INVESTMENT
FUND AT COST AT FAIR VALUE
<S> <C> <C>
Fidelity Growth and Income $ 35,646,076 $ 41,704,616
Fidelity Magellan 24,637,636 30,602,227
Fidelity Short-Term Bond Portfolio 20,899,473 20,905,907
Fidelity Asset Manager 20,163,474 22,044,178
Fidelity Asset Manager: Growth 11,431,132 13,000,518
Fidelity Disciplined Equity 10,752,007 12,791,246
Fidelity Retirement Money Market Portfolio 8,646,607 8,646,607
Fidelity Asset Manager: Income 6,889,354 7,366,162
Fidelity Overseas 6,334,437 6,993,239
Rohr Stock 4,509,608 12,375,768
------------ ------------
Total assets held for investment $149,909,804 $176,430,468
============ ============
</TABLE>
-11-
<PAGE>
THE PRETAX SAVINGS PLAN FOR THE SALARIED
EMPLOYEES OF ROHR, INC.
ITEM 27d - SCHEDULE OF SERIES REPORTABLE TRANSACTIONS
YEAR ENDED JULY 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
IDENTITY OF DESCRIPTION OF PURCHASE SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED ASSETS PRICE PRICE ASSET DATE (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Rohr Stock Mutual Fund $14,779,050
Rohr Stock Mutual Fund $ 1,495,460 $ 1,910,200 $ 1,495,460 $ (414,740)
Magellan Mutual Fund 27,821,396
Magellan Mutual Fund 3,437,981 3,183,760 3,437,981 254,221
Growth and Income Mutual Fund 86,137,214
Growth and Income Mutual Fund 52,358,855 50,490,138 52,358,855 1,868,717
Overseas Mutual Fund 8,232,900
Overseas Mutual Fund 1,942,191 1,898,463 1,942,191 43,728
Asset Manager Mutual Fund 23,902,162
Asset Manager Mutual Fund 3,897,631 3,738,689 3,897,631 158,942
Disciplined Equity Mutual Fund 12,499,462
Disciplined Equity Mutual Fund 1,877,330 1,747,455 1,877,330 129,875
Asset Manager:Growth Mutual Fund 14,017,050
Asset Manager:Growth Mutual Fund 2,715,693 2,585,917 2,715,693 129,776
Asset Manager:Income Mutual Fund 8,118,298
Asset Manager:Income Mutual Fund 1,272,117 1,228,944 1,272,117 43,173
Short Term Bond Mutual Fund 67,908,609
Short Term Bond Mutual Fund 45,911,393 46,975,258 45,911,393 (1,063,865)
Retirement Money Market Mutual Fund 13,525,318
Retirement Money Market Mutual Fund 4,875,141 4,875,141 4,875,141 0
</TABLE>
-12-
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Plan have duly caused this annual report to be signed by
the undersigned thereunto duly authorized.
PRETAX SAVINGS FOR THE
SALARIED EMPLOYEES OF ROHR, INC.
(Amended and Restated 1994)
By: /s/ A.L. MAJORS
--------------------------------
A.L. Majors, Chairman
Administrative Committee for the
Pretax Savings Plan for the
Salaried Employees of
Rohr, Inc.
(Amended and Restated 1994)
Date: January 18, 1996
13
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-56529 of Rohr, Inc. on Form S-8 of our report dated November 3, 1995,
appearing in this Annual Report on Form 11-K of The Pretax Savings Plan for the
Salaried Employees of Rohr, Inc. for the year ended July 31, 1995.
San Diego, California
January 18, 1996
